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HomeMy WebLinkAboutC-6295 - PSA for Pilot Program for Installation of Automated Meter Infrastructure C�cc PROFESSIONAL SERVICES AGREEMENT WITH FERGUSON ENTERPRISES, INC. DBA EQUARUIS WATERWORKS FOR PILOT PROGRAM FOR INSTALLATION OF AUTOMATED METER INFRASTRUCTURE THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 4th day of August, 2015 ("Effective Date'), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and FERGUSON ENTERPRISES, INC. DBA EQUARUIS WATERWORKS, a Virginia corporation ("Contractor"), whose address is 1694 91st Avenue NE, Blaine, Minnesota 55449, 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 perform professional services for City ("Project"). C. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the maintenance and/or repair services described in this Agreement. D. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by 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 compensation specified in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2016, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Contractor shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). As a material inducement to City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and Contractor is experienced in performing the Work contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest industry standards in performing the Work required hereunder and that all materials will be of good quality. 2.2 Contractor shall perform all Work 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. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within five (5) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein, not later than two (2) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.4 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand-delivery or mail. 4. COMPENSATION TO CONTRACTOR 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 attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed Thirty Thousand Dollars and 00/100 ($30,000.00), without prior written amendment to the Agreement. 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name and/or classification of employee 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. Ferguson Enterprises, Inc. dba Equarius Waterworks Page 2 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 Exhibit B. 5. PROJECT MANAGER 5.1 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 Agreement term. Contractor has designated Kim Foster to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non-key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Municipal Operations Department. City's Utilities Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 8.1 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 or utilized unless approved in advance and in writing by the Project Administrator. 8.2 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform Ferguson Enterprises, Inc. dba Equarius Waterworks Page 3 the Services required by this Agreement, and that it will perform all Services in a manner commensurate with highest industry standards. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the industry standard. 8.3 Contractor represents and warrants to City that it has, shall obtain and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1 City and all officers, employees and representatives thereof 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 by Contractor, or its subcontractors, or its workers, or anyone employed by either of them. 9.2 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 arising from Contractor's Work on the Project, or the Work of any subcontractor or supplier selected by Contractor. 9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Ferguson Enterprises, Inc. dba Equarius Waterworks Page 4 9.4 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 9.5 Contractor shall perform all 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 be liable for any private or public property damaged during the performance of the Work by Contractor or its agents. 9.6 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Agreement as shall be considered necessary by City may be retained by it until disposition has been made of such suits or claims for damages as aforesaid. 9.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 10. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of 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 expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. 11. 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 Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in Ferguson Enterprises, Inc. dba Equarius Waterworks Page 5 order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Contractor is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PREVAILING WAGES 15.1 Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime Work for each craft or type of workman needed to execute the Work contemplated under the Contract shall be paid to all workmen employed on the Work to be done according to the Contract by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the Work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Contract. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774 and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations, and the parties agree that the City shall not be liable for any violation thereof. 15.2 If both the Davis-Bacon Act and State of California prevailing wage laws apply and the federal and state prevailing rate of per diem wages differ, Contractor and subcontractor, if any, shall pay the higher of the two rates. Said prevailing rate of per diem wages are on file at the City, Office of the City Clerk, 100 Civic Center Drive, Newport Beach, California 92660, and are available to any interested party on request. 16. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a Ferguson Enterprises, Inc. dba Equarius Waterworks Page 6 partnership or joint-venture or syndicate or cotenancy, which shall result in changing the control of Contractor. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint- venture. 17. 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. 18. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (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. Contractor shall, at Contractor's expense, provide such Documents to City upon prior written request. 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 20. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. Ferguson Enterprises, Inc. dba Equarius Waterworks Page 7 21. 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. 22. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with the Project. 23. CONFLICTS OF INTEREST 23.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 23.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 24. NOTICES 24.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, 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. 24.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Utilities Manager Municipal Operations Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 24.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Ferguson Enterprises, Inc. dba Equarius Waterworks Page 8 Attn: Kim Foster Ferguson Enterprises, Inc. dba Equarius Waterworks 1694 91 st Avenue NE Blaine, MN 55449 25. CLAIMS 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.). 26. TERMINATION 26.1 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, and thereafter diligently take steps to cure the default, the non-defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 26.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than 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 up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 27. LABOR 27.1 Contractor shall conform with all applicable provisions of state and federal law including, but not limited to, applicable provisions of the federal Fair Labor Standards Act ("FLSA") (29 USCA § 201, et seq.). 27.2 Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Contractor shall immediately give written notice to City, and provide all relevant information. Ferguson Enterprises, Inc. dba Equarius Waterworks Page 9 27.3 Contractor represents that all persons working under this Agreement are verified to be U.S. citizens or persons legally authorized to work in the United States. 27.4 To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees from loss or damage, including but not limited to attorneys' fees, and other costs of defense by reason of actual or alleged violations of any applicable federal, state and local labor laws or law, rules, and/or regulations. This obligation shall survive the expiration and/or termination of the Agreement. 28. STANDARD PROVISIONS 28.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. 28.2 Compliance with all Laws. Contractor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 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. 28.4 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. 28.5 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. 28.6 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. 28.7 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. 28.8 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. Ferguson Enterprises, Inc. dba Equarius Waterworks Page 10 28.9 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. 28.10 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, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 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. 28.12 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] Ferguson Enterprises, Inc. dba Equarius Waterworks Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY AT� R EY'S OFFICE Date: By: Aaron C. Harp (Am og)osJi�— City Attorney ATTEST: q.111 Date: � n . I Leilani I. Brown City Clerk E \�1FOR�/ CITY OF NEWPORT BEACH, a California municipal corporation Date: 9-t/- /s7 By• ore Mu Pdoch Co -Director CONTRACTOR: Ferguson Enterprises, Inc. dba Equarius Waterworks, a Virginia corporationd/15 Date: A By: —f Eric Tracy R ja�js Business Development Manager [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Ferguson Enterprises, Inc. dba Equarius Waterworks Page 12 EXHIBIT SCOPE OF SERVICES Ferguson Enterprises, Inc. dba Equarius Waterworks Page A-1 SCOPE OF SERVICES DUTIES AND RESPONSIBILITIES • INTENT o The intent of this agreement is to initiate a pilot program for Advanced Metering Infrastructure. ■ The Program start date will be the date of installation of antennae and data collector, with the completion date being June 30, 2016. • At the end of the project, Contractor will uninstall all radio equipment including data collector and antennae. CONTRACTOR RESPONSIBILITY o Furnish all labor, tools, expendable equipment, transportation services necessary for the installation of AMI antennae and collector, as described herein including, but not limited to,the following: ■ Data collector plus installation, • Antennae plus installation, • Propagation study for end points, ■ Signal strength detector for end points, • Software including access and training to City employees, and ■ Provide access to information for both City employees and five customers of the pilot program. AUTHORIZED SUBCONTRACTORS o The City has authorized the Contractor to utilize Diversified Communications Services as an approved subcontractor for this project. CITY RESPONSIBILITY o The City will provide 11450i meter heads, following the completion of the pilot program the City will maintain access and rights to all supplies purchased. o Meters outfitted with R450i transmitter during pilot will continue to be manually read. WORKING HOURS o Normal working hours shall be between the hours of 7:00 a.m. and 5:00 p.m., Monday through Friday. No Saturday or Sunday work is to be scheduled without prior written permission from the City, unless it is an emergency situation. QUALITY OF WORK AND MATERIALS o All material and equipment furnished by the Contractor shall be new, high-grade, and free from defects and imperfections, unless otherwise hereinafter specified. Workmanship shall be in accordance with the best standard practices. Both materials and workmanship shall be subject to the approval of the Project Administrator. All materials used shall be approved in advance by the Project Administrator. o The City will provide all water meters to the Contractor. The Contractor shall conform to all City practices and procedures. All City purchases will be for the sole expressed use of and for the City. The Contractor shall secure, store, inventory, distribute and control all materials entrusted to the Contractor's representatives. All materials and inventories shall be made available to the City upon request. o Contractor shall provide all tools and additional materials to complete the installation/removal of work. • WORKMANSHIP AND SUPERVISION o Contractor shall designate a Project Manager to serve as the main contact for the Contractor throughout the project. The Project Manager shall have the authority to handle and resolve any contract disputes with the City and be experienced in streetlight maintenance and repair services. o All work shall meet with the approval of the City's designated Project Administrator. Any specific problem area which does not meet the conditions of the specifications set forth herein shall be called to the attention of the Contractor's Project Manager and if not corrected, payment to the Contractor will not be made until condition is corrected in a satisfactory manner as set forth in the specifications. RESPONSIBILITY FOR DAMAGES OR INJURY o Any damage done by Contractor outside the area and scope of the work of the contract shall be repaired or replaced as directed at no additional cost to the City. o 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 arising from Contractor's Work on the Project, or the Work of any subcontractor or supplier selected by Contractor. o To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). • CORRESPONDENCE o All correspondence shall be addressed to Utilities Manager, Municipal Operations Department, City of Newport Beach, and PO Box 1768, Newport Beach, California 92658-8915. • SAFETY REQUIREMENTS o All work performed under this contract shall be performed in such a manner as to provide maximum safety to the public and where applicable comply with all safety standards required by CAL-OSHA. The City reserves the right to issue restraint or cease and desist orders to the Contractor when unsafe or harmful acts are observed or reported relative to the performance under this contract. All contractor employees shall have access to a W.A.T.C.H. (Work Area Traffic Control Handbook) at all times. o Contractors field personnel shall wear easily recognizable uniforms containing Contractor's name. Contractor shall be responsible for supplying all appropriate personal protective equipment including but not limited to safety vests, safety shoes and reflective vests. o The Contractor shall maintain all work sites free of hazards to persons and/or property resulting from his/her operations. Any hazardous condition noted by the Contractor, which is not a result of his/her operations, shall be immediately reported to the City. o Warning signs, lights, and devices shall be installed and displayed in conformity with "The California Manual on Uniform Traffic Devices" for use in performance of work upon highways issued by the State of California, Department of Transportation. o Contractor's employees shall be trained in health and safety per CALOSHA. EXHIBIT B SCHEDULE OF BILLING RATES Ferguson Enterprises, Inc. dba Equarius Waterworks Page B-1 EQUARI US I Meter £Automation Group waterworks 0 A FEROUSON ENTERMSE 81412015 Newport Beach AMI pilot register and lid quote Contact:Adam Milauskas Cell:(949)382-9393 Product Description RULnUty Price Subtotal 518"Neptune R450i AMI registers 51 $225.00 $11,475.00 1"Neptune R450i AMI registers 18 $225.00 $4,050.00 1 1/2"Neptune R450i AMI registers 6 $225.00 $1,350.00 8-3/4"X 14-1/2"DFW Lid AMI W/Ant Port 40 $19.27 $770.80 11-1/2"X 18"DFW Lid AMI W/Ant Port 50 $42.58 $2,129.00 15.1/4"X 26-3/4"DFW Lid AMI W/Ant Port 10 $78.21 $782.10 Data Collector Installation 1 $3,250.00 $3,250.00 Data Collector Removal 1 $1,500.00 $1,500.00 Subtotal $25,306.90 Tax 8% $1,644.55 Total $26,951.45 EXHIBIT C INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL SERVICES 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 and volunteers. 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). 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 Ferguson Enterprise dba Equarius Waterworks Page C-1 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers 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, products and completed operations, excess liability, pollution liability, and automobile liability, if required, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial Ferguson Enterprise dba Equarius Waterworks Page C-2 additional cost to Contractor, City and Contractor will 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. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. 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. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non-Compliance If Contractor or any sub- consultant 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. Ferguson Enterprise dba Equarius Waterworks Page C-3 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 Contract, 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. I. 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. Ferguson Enterprise dba Equarius Waterworks Page C-4 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. Date Received: 8/4/15 Dept./Contact Received From: Joan Date Completed: 9/15/15 Sent to: Joan By: Chris/Alicia Company/Person required to have certificate: Ferguson Enterprises Type of contract: All Others I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 8/1/15-8/1/16 A. INSURANCE COMPANY: National Union Fire Insurance Company Pittsburgh PA B. AM BEST RATING (A- :VII or greater): A:XV C. ADMITTED Company(Must be California Admitted): Is Company admitted in California? ®Yes ❑ No D. LIMITS (Must be $1M or greater): What is limit provided? 2,000,000/5,000,000 E. ADDITIONAL INSURED ENDORSEMENT—please attach N Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) ®Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT(completed Operations status does not apply to Waste Haulers) ®Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? N Yes ❑ No I. PRIMARY& NON-CONTRIBUTORY WORDING (Must be included): Is it included? N Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence"wording? ❑ Yes N No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): N N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 8/1/15-8/1/16 A. INSURANCE COMPANY: National Union Fire Insurance Company Pittsburgh PA B. AM BEST RATING (A- : VII or greater) A:XV C. ADMITTED COMPANY(Must be California Admitted): Is Company admitted in California? N Yes ❑ No D. LIMITS- If Employees(Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 5,000,000 E LIMITS Waiver of Auto Insurance/Proof of coverage(if individual) (What is limits provided?) N/A F. PRIMARY& NON-CONTRIBUTORY WORDING (For Waste Haulers only): N N/A ❑ Yes ❑ No G. HIRED AND NON-OWNED AUTO ONLY: ❑ N/A ❑Yes N No H. NOTICE OF CANCELLATION: ❑ N/A N Yes 0 No III. WORKERS'COMPENSATION EFFECTIVE/EXPIRATION DATE: 8/1/15-811/16 A. INSURANCE COMPANY: New Hampshire hism-ince Company B. AM BEST RATING(A-: VII or greater): . .Yy C. ADMITTED Company(Must be California Admitted): ® Yes ❑ No D. WORKERS'COMPENSATION LIMIT: Statutory ®Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT(Must be$1M or greater) 2,000,000 F. WAIVER OF SUBROGATION(To include): Is it included? N Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: 0 NIA ❑Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A © Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY N/A ❑Yes El No ® N/A ❑ Yes ❑ No v BUILDERS RISK ® N/A ❑ Yes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MET? ®Yes ❑ No IF NO,WHICH ITEMS NEED TO BE COMPLETED? Approved: 46 9115/15 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach ------------------------------ RISK MANAGEMENT APPROVA REQ SIRED(Non-admitted carrier rated less than Self Insured Retention or Deductible greater than$ ) ❑ NTA Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management Date * Subject to the terms of the contract. DATE-(MWDOIYYYY) CERTIFICATE OF LIABILITY INSURANCE gaga of 3 00/111 CERTIFICATE THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE.COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: H the certificate holder Is an ADDITIONAL INSURED,the policy(les)must be endorsed. U SUBROGATION IS WAIVED,aubied to the terms and Conditions of the policy,certain policies may require an endorsement.Astatement on this certificate does not confer right$to the certificate .holder In lieuof such endorssment(s). PRODUCER CONTACT Willis of Maryland, Inc. FA% c/o 26 Contvey Blvd. 610 964 8700' yVO,ls..), 610-25 =5 0'.' P. o. sax 305191 -MAILr patee®Yrillia c Nashville, TR 37230-5191 WSUREA( DING COVERAGE NAN;9 INSURERA:National. Union Fire Ins. Co. of Pittsburg 19445-002 INSURED FergINSURERB:Nntional Union Fire Ina. Co. Of Pittsburg 19445-000 (See Att Attached Named I Inc. and Subsidiaries (See AttaChad Nmped Insured Schedule) INSURERC:National• tDlion Piro ZM. Co. Of Pittsburg 19445-001. .12500 JaE£eraon Avenue INSURER D;'New rlamllahim Insurance Company 23841-001. Newport Neva, VA 23602 INSURER E:Char_tia Specialty Insuranaa Company, USA 26883-001. INSURERR COVERAGES CERTIFICATENUMBER;23a60337 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED FLOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED..NOTWITHSTANDING ANY REOUIREMENT,TERMOR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE'MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBEDHEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.. INBR hooLPOLICY EFF POLICY EXP uI.RTS TYPEOF INSURANCE POLICY NUMBER A X COMMERCIALGENERALDASIUTY Y Y 1IL3333235 /1/2015 0/j/2016 EAC14000URREENNTTCCEEE� $ i :CLAIMS-MADE.OCCUR 4aaPSS6B $ -+.�-D:-- MEDE% an�Ism) _- PERSONAL$ADV INJURY 1$ -U GENI AOGREGATE LIMITAPPLIES PER: I GENERALAGOREGATE 51000,000 I POLICY 7X-1 PRO- ECT 50 LOC PRODUCTS-COMP/OPAGO $ 0 OTHER It B AUTOMOSILE LIASR.nY ly Y ADS CA7469808 8/1/2015.. S/l/2016 5,000,000 C X ANYAUCO I Y Y VA CA7469810 6/1/2015 8/1/2016 BODILY INJURY(PSr P0mc6) $ B ALA LOUTOS NED ASCHEDUUEO I Y Y NA CA7469809 '8/1/20.15 10/3/2016 BODILY IWURY(PmAxKVn0 $ ! X HIRED) $ UT AU X self- d $. .PhysicallusS g .X UM13RELLALM8 'X OCOUR y Y 119086570 8/1/2015 0/1/2016 EAGHOOCURRENCE !—IIQQQc009 EXCESS UAS CLAIMS-K AGGREGATE S 1,000,000 DEC I IRETENnON$ $. p WORKERBCOMPENSATION Y WCO24780918 8/1/2015 8/1/2016. X PER sTATuTE. �._ ANDEMPLOYERVUASILITY ANY PROPRIETORNARTNEWE%ECUTIVEI�I N/A) EL.EACHACCIOENT $ 2,000 000 OFFICERAAEMBEREXCLUDEDT L�'J EL DISEASE•EA EMPLOYEE $ 2,000,000 �N - DD MONOFOPERATIONSWI... El,DISEASE POLICY UMU $ .2,.000,000 B y X CPL34063484 8/1/2019 81"20l6 ' Contractors Pollution. 'I 81.000,640 Limit DESCRIPTION OFOPERATIONS LOCATIONSTVEHICLES(ACORD 101,ABa1W"(Re1aN8 SChrdab,m Yb Sued"umore plealenagebetlt Store #1082 :Sea Attached for Additional Workers, Compensation Policies: CERTIFICATE.HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE. THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Newport Beach AUTHORIZEDREPRESENTATWE Attn% Joan Williams 100 Civic Center Drive, PO Box 1768: Newport Beach, CA 92658 Coll:4745547 Tpl:1983814 Cert:' 60337 af968-2014ACORD CORPORATION.All rights resolved. ACORD 25-(2014/01) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 031419 LOC#: ADDITIONAL REMARKS SCHEDULE Pegeof AGENCY NAMED INSURED Maryland, Inc. Ferguson Enterprises, Inc. and Subsidiaries Willie of Ida ry ('See Attached Named Insured Schedule) POLICY NUMBER 12500 Jefferson Avenue Newport News, VA 23602 See First Page CARRIER NAICCOUEr .Bee First Page 'EFFECTIVEDATE: gee First Page ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER; 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Workers' Compeneation - ME Policy No. 9PCO247880914 qqp p Policy Perlod OB101r2015sur e/01 20p:ny Statutory Limits- EL Each Accident $2,0100,0008g EL Disease - Poolicyy-L 68 000 Workers' Comppensation - CA Policy No. wCD24780913 PollcyrP rlcd' :C08/01/20158ta00/01/22016:. Statutory Limiter EL Each Accident $82,,0000,000$ EL Disease - Each Limite$Lx 600,600° Workers' Compensation - FL Policy No. WCO2mm4pp7 08q09xx12 G GG PolicyrParlwed I OV701/20i5sur 08/41{220 6 Y Statutory Limits: EL Each Accident $22,,n0100,000g p EL .DDieease —Policy Limte$2a600?6:00 Workers' Compensation - OF Policy No. WCO24780915 Calriar: New � 0y21sur4Po icy Period25SO1�o2 0bny Statutory Limits: EL Each Accident $2,000,000 EL Disease - fiat smo10 ea 2 0g00-0D EL Disease - policy Lim t $x,6°0,600 Workers' Compensation - 'WI Policy No. WN24780916 Carrier: Illinois N pq a1 In q ace Company SPotaiuy Period= 08/01015 - °$)dr1/2o16 Limiter EL Each Accident $2,pp0QOy,000$g EL Disease - Policy Liimit$2x600°600° Workers' Compensation - NA Policy No.: 024780917 Ca rier: Ins. Co. of the State of PA Policy Period: 08/01/2015 - 08/01/2016 Statutory Limits: :EL Each Accident $22,00�0o0,,,000g EL Dienes - Policy Limita$2a60o°600° Workers' Compenaation - AK, AZ, VA Policy No. �wWCB022m4v780921 C Policy Period: OB�01�2015sur08%O1/2016ny Statutory Aimite': EL Each Accident $2,000,000 EL Disease - Each Employee $2,°00,004 ACORD 101 (2008!07) Col1:4745547 Tp1:1983814 Certs.23460337 02DOOACORD CORPORATION.All rights:reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: . . ...LOC#:. _ �Roa ADDITIONAL REMARKS SCHEDULE Paged of a_ AGENCY NAMEDINSURED Ferguson Enterprises, Inc. and Subsidiaries Willie of Maryland., Inc. (See Attached Named Insured Schedule) PDIJCY NUNSER 12500 Jefferson Avenue Newport Newa, VA 23.602 Sea First Page _ CARWER _----_— NAI:CODE See First page EFFECTIYEDATE: Sea First Page ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE:. CERTIFICATE OF LIABILITY INSURANCE EL Disease - Policy Limit $2,000,000 Workors' Compensation - Na & PA. Policy No. WCO24p7 880920 99 c pp PolicyrPerTodx 4974%15s r0 01/.OS4 Y Statutory. Limits: EL Bach Accident hh02.,0100,000g EL Dlsenae - PolIc�im t®$2 600,00Q Workers' Compensation - IL, RY, NC., NN., UT & VT Policy No. WCO24780919 PlcrroHniesg"rasoyPedol78 01GG 2016ny .Statutory Limits: EL Each Accident $g2m,o000y,000 EL Disease - Each Llimo3ti 512600060000 EL Disease - Policy 300 City of Newport Beach, its officers, officials, employeas and agents are included as Additional. Insureds under Gena al Liability uto Liabilipy & Pollution Liability as require] by written. contract but only"with respect to liability arising out of Named insured's operat one. General Liability and Pollution Liability policies shall be Primary and Non-Contributory with any other insurance in force for or which may be purchased by City of Newport Beach. Waiver of Subrogation appplies. in favor of City of Newport Beach, its elected or appointed officers, agents, officiale, employees and volunteers with respects to General Liability, Auto Liabilityy, Pollution Liability & Porkers .Compensation as per written contract or agreement, as permittedby law. Umbrella Policy Follows Form. ACORD 101 (20=01) Coll:4745547 Tp1:1983814 Cort:23460337 ®2000ACORD CORPORATION.All rights reserved. The ACORD Name and logo aro registered marks of ACORD Willis Ferguson Enterprises, Inc. and Subsidiaries. List of Named Insureds Air Cold Supply Ferguson Enterprises V, Inc. Air Cold Supply/Webb Distributors Ferguson Enterprises, Inc. Alamo Pipe&Supply Ferguson Enterprises, Inc. dba Alaska Pipe&Supply W PCC Forwarding Arkansas Supply, Inc. Ferguson Enterprises, Inc. A Corp of Virginia Ar-Jay Building Products,Inc. (dba Ferguson Enterprises NY Metro, Inc. The Ar-Jay Center) Ferguson Fire&Fabrication,Inc. Builders Appliance Center, LLC Ferguson Fire&Fabrication, Inc. (fka Sierra Build.com,Inc. Craft,Inc.) CAL-STEAM, a Wolseley Company Ferguson Full Service Supply Camellia Valley Supply Ferguson Heating &Cooling Castle Supply Company, Inc. Ferguson Holdings, Inc. CastleNorth Ferguson Hospitality Safes CFP Ferguson Industrial Plastics and Pump Chadwick Division City Lights Design Showroom Ferguson Integrated Systems Division,Inc. Clayton Group, Inc. Ferguson Intermountain Piping Clayton International, LLC Ferguson International Cline Contract Sales Ferguson Process Services Colgan Cabinets Ferguson Valve&Automation Colgan Distributors Ferguson Waterworks Crow Company Ferguson Waterworks -Midwest Pipe D &C Plumbing&Heating Supply Ferguson Waterworks - Municipal Pipe Davis &Warshow, Inc. Ferguson Waterworks - Red Hed Davidson Electric Wholesale Supply Ferguson Waterworks EPPCO The Davidson Corporation, a Ferguson Waterworks International Delaware Corporation Frischkom,Inc. The Davidson Group Companies,Inc Galleria Bath &Kitchen Showplace Davidson Group Leasing Gilmour Supply Company,Inc. Davidson Pipe Company Inc.,a Global HVAC Distributors,Inc.. New York Corporation Ferguson Enterprises, Inc.dba Groeniger Davidson Pipe Supply Company, Inc. &Company Davies Water Gulf Refrigeration Supply Decorative Product Source,Inc. HP Products Corporation E &J Plumbing &Heating Supply Co. HP Logistics,Inc. Economy Plumbingand Heating Supply Co. High Country Plumbing Supply Endries International,Inc. Home Equipment Company,Inc. Energy &Process Corporation Indiana Plumbing Supply Co., Inc. Equarius, Inc. dba Equarius Waterworks, Industrial Hub of the Carolinas Meter&Automation Group J&G Products Factory Direct Appliance J.D.Daddario Company :Ferguson Bath Kitchen and Lighting Gallery Joseph G.'Pollard Co.,Inc. Ferguson Enterprises IV, Inc. Randall Fabricating Ferguson Enterprises of Montana, Inc. Karl's Appliances,A Ferguson Enterprise Ferguson Enterprises of Virginia, Inc. Lane Piping Co. willls Ferguson Enterprises,Inc. and Subsidiaries. List of Named Insureds Lawrence.Plumbing Supply Co. Western Air Systems and Controls,Inc. Lincoln Products WIA of California, Inc. Linwood Pipe and Supply Wolseley Industrial Group Louisiana Utilities Supply Company Wolseley Industrial Plastics Louisiana Chemical Pipe,Valve& Fitting, Wolseley Investments Acquisitions,Inc. Inc. dba Wolseley Industrial Group Wolseley Investments, Inc. LUSCG Woiselely NA Construction Services, LLC Lyon Conklin &Co.,Inc. Wolseley North America, Inc. Mastercraft Cabinets Wolseley North American Consulting,LLC McFarland Supply Co., Inc. Wolseley North American Services, Inc. Monotube Pile Corporation WPCC Forwarding Northern Water Works:Supply,Inc. Onda-Lay Pipe and Rental, Inc, Page's Appliances Palermo Supply Park Supply Pipe Products Plumbing Decor Plumb Source Powell Pipe&Supply Company Power Equipment Direct Inc. R Supply Company Record Supply Company Redlon &Johnson Reese Kitchen, Bath &Lighting Gallery S.G. Supply Company S.G. Supply Company dba SG Supply Co., a Ferguson Enterprise Siena Craft,Inc. Ship-Pac,Inc. d/b/a HP Products Corp. SOS Sales Specialty Pipe &Tube,Inc. Specialty Pipe &Tube of Texas, Inc. Summer& Dunbar Supply North Central Group Stock Loan Services LLC Tarpon Wholesale Supplies T& A Valve Industries,Inc, The Parnell-Martin Companies LLC The Plumbers Warehouse The Stock Market Tubeco Fabrication, Inc. United Automatic Water Works Supplies Webb Distributors ENDORSEMENT Thiseadomrners,effective l2:Ot A.M. 811115forms a part policy No. GL 3333235 issued to Wolseley Investments, Inc. By National Union Fire Irourawe Company of Pittsburgh;Pa THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT.CAREFULLY. A001110NAL INSURED-OWNERS, LESSEES,OR CONTRACTORS - COMPLETED OPERATIONS IrXsendwsement macrWosaravraxe provided under the fallmft: COMMERCIAL GENERAL UA131LITY COV ERAGE FORM SCHEDULE NAME OF ADDITIONAL INSURED PERSON OR ORGANIZATION: andadlotherenbtrasrequiredmthe a net/sonvxlor ailreement LOCATION AND DESCRIPTION OF COMPLETED OPERATICNS: .AD DIT IONAL PREM IU M: Ili No entry appears 3boua., information required to compiate this andom went WH be shown In the Declarations as applicable.to the endomrnent:l SECTION 11•WHO IS AN.INSURED Is ammlxd to nelude as an Inured; Tice person or organization shown I n the 8o hedule, but only Wth respect to IiadlitY arising out of your work" at the location designated and described in the :schedule of thisendorsement perfumed forahat additional.Insured and Included in the "produots-oomphtedoperatiors hazard", ANl othe r terms a rd conditions-re main uro hanged. Authosaa dAtipaesentavve or C ounterslgrature On States Where Applicable]. 97837:(4108) Page 1 of 1 ENDORSEMENT This andornerrent effective 12:01 A.M. 8/112016 forma part of PolicyNo GIL 3333236 issued:to Wolseley lmnst"nts, Inc.: by National Union Him Insursrwe Company of Pittsburgh,Pa THIS ENDORSEMENT CHANGESTHE POLICY. PLEASEREADIT CAREFULLY. AMENDMENT OF OTHER INSURANCE 7164v eadcr;ement the foga wirW COMMERCIAL GENERAL L.IASILITYCOVERAGE FORM Seaton IV Commeroial General Liability Conditions, 4. - Other Insurance, b.- Excess: Insurance, is ami miad to mad: 11... Excess Insurance This Insurance is excess ove r a ny of the otta r i nsura rme wbethei pd ma ry,excess,oontinge m or on a ry otharbasls: iU Unlesssuchirsurance is speoifloally pumhased to apply as excess of thispolicy,or 321 youamobligated byoomract to pmvide pdmaryiroura rice. When this insurance is excess, We will haw rho duty under Coverage A or E to defend any claim or"suit' that any other insurer has a dutytodefend. M no other insurer defends,we Will undertake to do so, but we Wit tm entitled to the insured's rights against:all those other Insurers. When this Insuranot Is a wcess ove r other r rrsuru nce,we Will pay only our share of the amount of.the loss, If any,that exoeads the sum of: (1). The total amour%that all suchother insurancewouldpay forthe loss in the absence of this Insurance;:.ard. 0 The total.of alldeductible andself-insured amounts underaethat otAerirsumwe. We will:sham the remaining loss,if any,with any other insurance that Is not described In this Excess Insurance provision and was not bought specifically to applyin excess of the Limits of Ire um rove shown in the Declarations of this Coverage Part. ALIT HORIZ 65 REPR ESIENTATIVE 0265 13/5.71 POLICYNUMB:ER: COMMERCIAL GENERAL LIABILITY OL 3333235. CO 2028 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This andoneme rd modifies imus nee provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organlmbonlsd: Any person or olganizationto whom you became obligated to Include as an additional insured under this polioy as a. result of any contract or agreement you a nter i nto. Information required to complete this:Schedule,if not shown above,wil be shown in the Declarations.. A. Section II - Who Is An:Insured Is amended tois required by a contract or agreement, the include as an addtional insured the pemorhs3 or insurance afforded to such additional Insured oga nlzadons)shown in.the Schedule., but only will not be border than that which.you an with respect to liability for mddy Inlury-, reguirea by the oommot or agreerem to -property damage`or'pemorol andadvartising Provide for such additiomlinsured. kgury-oaused In whole orin-part,by yew acts B. With respect to Ira l,naure not affolded to these. or omissions or the ants or omissions of those addtlomi Inauretla, the following is added to actingon yourbehaff. Seat on.ill• Llmltc Of Insurance: 1.. In the performance of your ongoing If cowpge provided to the additional insufad Is operations;or required Eby-a oohtreot or agreement, the most 2, In connection with your premises owned by we will pay on behalf of the acidtional insured or m med to you. is the amountof insurance: However 1. Required.W IM contract oragreemam;or 1.. The hneurame atfosded to such additional 2. Available under the applicable Limits of Insured orgy applies to the extent penotitted Insurance showninthe Otolarations; by lav arad wnichaveris less, 2. If coverage provided to the additional Insured This endoomnoent spall not increase:the applicable Limes of lrsura roe ticwn in the Declarations. CG 20.26 0413 0 Insurance'Services Office, Ino.,2012 Page 1 of 1 p ENDORSEMENT # This a ndome meat,effective 12:01 A.M. Stl1201S forms pan of Policy No.OL 3333235issued to Wolseley Investments,Ino, By National:Union fiat Insurance Company of Pittsburgh,Pa THIS ENDORSEMENT CHAN13FS THE POLICY. PLEASE AC-AD IT CAREFULLY. LIMITED.ADVICE OF CANCELLATION PROVIDED VIAE-MAIL TO ENTITIES OTHER THAN THE FIRST NAMED INSURED This policy Isamended as follovn: Inthe even,that the Insurer cancels this policy for any reason otherthan eorvpaymem of pRmium, and 1. the ca noelaeon effective dateis pdorto this poltoy's-expirationdate; 2. Sha First Named Insured is under an existing contractual obligation to notify certificate holder when this policy is. oaneeNd (hereinafter, the "Certificate Fldder(s)") and has provided to the Insurer,either Airectiy orthrough Its broker of record,the small address of a comact al each ouch entity;and 3. the Insurer received this information after the First Named srstned reoeives notice of cancellation of this policy and prior to this policy's cancellation effective tato, Na an electronic spreadsheetthatisacceptable to the Insurer, the Insurer vAI provide advice of cancellation Rite "Advice") via *-Mal w each such Certificate Folders wttNn days attar the First Flamed Insured provides such iaformatiorW to the Insurer;. provided, however, that it a specific number of days Is not stated above. than the Advice veil be provided to such Certificate HddarW as own as reasonably practicable after the first Named Insured provides such informationto the Insurer. Proof of the Insurer smelling the Advice;:using the Information provided by the first Named Insured, will sena as proof that the[hooter has fugysatisHed Its obligations undertlhs endorsement, This. endorsement does not affect, in any vuay, coverage providedunder this policy or the cancellation of this policy or the effectivedee thereof, nor shag this endommem invest any tights Inany entity not insured under this policy. The foloaing..Defirdtibns apply to thine Morse menta 1- Rist Named Insured Means the Named Insured shown on the Declamdors Page of.this pricy, 2. Insurer means the Insurance company shown in the headeron the Declarations page of this Policy... All other terms,:conditions,a rid exol u-,ons shall remain the some, Authorized Rsptesentative 107414(03111) Page 1 ADVANCE NOTICE OF CANCELLATION OR NO N•RENEWAL BY US EXTENDED This endorsement changes the policy to which It Is AUohed effective an the Inception date of the.policy unless a ddferent date is indicated below, Qlefolba Yg'alaolegctirse' kad.be-tmapeeuorlreeer tl6 eldosemerta aslWattdeglettWpepardllDl ofik pMbO. This endorsement. effective 12,M AM. r3S12015 forms a part of Poky N.o..WC 024780918. Issued to Wolseley Invastmetns.Inc. By New Hampshire Insurance Company THIS ENDORSEMENT CHANGES. THE POLICY.. PLEASE READ IT CAREFULLY. This endorsement modifies imuunce provided under the.following: WOR NERS:COMPEN BATON AND EMPLOYERS LIABILITY INSURANCE POLICY PART SIX- CON Di TIONS, D.- C.anceXation, 2s deleted In Its-erdirety and replaced with: We.may caredor non-renew this Policy. We must mail or deliver to you not less than the number of daye shown below advance written notice stating when the cancellation or nontenewai is to take effect,: Except for tan-payment of premium, nonpayment of lossreimbursement or mn,dellvery of satisfactory security or.. collateral:when duofor which we wig provide the advance written notice required by Lan,we shall not provide less than. the number of drys ad,enco notice sett forth be[",or in the policy and endorsemenis attached liberate, or asrequited by state law. Mallin that notioe to you, at your matting address shown In Rem t of the Inform tion Page will be sufficient to prove notice. Cancellation 120D ays Nom Renewal; 120 Days WC 090039 Countersigned by_.__.__________ (Ed. OSK2) Arftwraed Representative WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on Inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). This endorsement, effective 12:01 AM 8/1/2015 forms a part of Policy No.WC 024780918 Issued to Wolseley Investments, Inc. By New Hampshire Insurance Company We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule Any person or organization to whom you become obligated to waive your rights of recovery against under any contract or agreement you enter into prior to the occurrence of loss. This form is not applicable in California, Kentucky, New Hampshire, New Jersey, North Dakota, Ohio, Tennessee, Texas, Utah, or Washington. This form is not applicable in Missouri when there is a construction code on the policy and there is Missouri premium or exposure. WC 00 03 13 Countersigned by (Ed. 04/84) A-0* Authorized Representative