Loading...
HomeMy WebLinkAboutItem #04 Approval to Utilize (Piggyback) Utility Solutions of America, Inc., Contract with the City of Callaway, Florida for Citywide Meter Change Out Project Installations and Labor ocoee florid° AGENDA ITEM COVER SHEET Meeting Date: October 4, 2016 Item # 'y Reviewed By: Contact Name: Charles Smith Department Director: Char;,• �:1;/),_ Contact Number: 407-905-3159 City Manager: Robert Fr.�7�/� �" Subject Approval to Utilize (Piggyback) Utility Solutions of America, Inc. Contract with the City of Callaway, Florida for Citywide Meter Change Out Project Installations and Labor (Citywide) Background Summary: The Fiscal Year 2017 approved budget includes the "FlexNet Citywide Meter Change Out" Project (Change Out Project), through which approximately 9,000 meter configurations will be upgraded to smart meters on the FlexNet Advanced Metering Infrastructure (AMI) system. Roughly 7,000 meters along with their MXUs (radio unit) require full replacement, and just the MXUs of 2,000 meters need to be replaced. The work will also require changing out old brass fittings found to have deteriorated, and upgrading an estimated 1,500 meters with dual check valves. Once the new meter configuration has been physically installed, the meter output must be integrated onto the FlexNet system and linked to the City's financial (billing) system. To accomplish the citywide upgrade, the meters, MXUs, and brass will be purchased from HD Supply and the installation shall be performed by Utility Solutions of America, Inc. (USA). The complete transition should take five months. In addition to supplying the materials, HD Supply will provide management, observation and administrative oversight services for the Change Out Project. Meters, MXUs, brass, and small incidentals will be purchased through HD Supply's Strategic Utility Materials Agreement N01677 with Punta Gorda, to which the City became a party on October 5, 2010. The agreement is set to expire March 20, 2017 which may require further action. The estimated material cost from HD Supply is $1,969,503. The oversight service (not-to-exceed $18,000), while not included in the Punta Gorda agreement, is recommend by staff to be retained due to HD Supply's understanding of the system and the magnitude of the work. USA affords support to utility providers by performing mass meter installations and upgrades nationwide; and has a current contract ("RFP Meter Install 2015") with the City of Callaway, Florida, its scope of work similar to the Change Out Project. USA intends to extend the terms and conditions of their Callaway contract to the City, and staff is recommending the use of the contract. Winter Garden is also currently utilizing the same contract for a smaller-scale meter replacement project. The estimated labor cost from USA is $395,797. The project cost totals $2,365,300, which covers unforeseen incidentals. Issue: Should the Mayor and Commission authorize the Utilities Department to utilize Utility Solutions of America's contract with the City of Callaway, "RFP Meter Install 2015", for the Citywide Meter Change Out Project? Recommendations: Motion for Mayor and Commission to authorize the Utilities Department to utilize Utility Solutions of America's contract with the City of Callaway, "RFP Meter Install 2015", for the Citywide Meter Change Out Project in the amount of$395,797; and confirm the use of Utility Material Agreement N01677 with HD Supply and the City of Punta Gorda, for the purchase of materials in the amount of$1,969,503. Attachments: • Letter from Utility Solutions of America, Inc. offering to extend the terms and conditions of"RFP Meter Install 2015" to the City of Ocoee • Executed copy of"RFP Meter Install 2015" contract between City of Callaway and Utility Solutions of America, Inc. • City of Callaway Request for Proposal • Executed Participating Addendum for Strategic Agreement— Utility Materials with HD Supply and Punta Gorda • N01677 Agreement Renewal through March 20, 2017 • The Core Item Price List for N01677 has not been included due to its large size (213 pages), but the document is available for viewing through the Utilities Department • FlexNet Citywide Meter Change Out Project Estimate Financial Impact: Fiscal Year 2017 includes funding of$2,365,300 (401-533-10-3400 - $358,276; 401-533-10-5217 - $1,748,226; 401-535-10-3400 - $37,521; 401-535-10-5217 - $221,277) for the meters, materials, and installation. $1,115,283 is set to come from SJRWMD's Cost-Share Grant, $1,250,000 will derive from the 2016 utility bond issuance proceeds, and $75,000 will be utilized from the Lake Olympia Neighborhoods Reclaim Retrofit Project, for total project funding availability of$2,440,283. Funds from SJRWMD are reimbursed as materials are purchased and work is completed; and the 2016 bond proceeds are estimated to be available the first of December 2016. Type of Item: (please mark with an "x") Public Hearing For Clerk's Dept Use Ordinance First Reading X Consent Agenda Ordinance Second Reading Public Hearing' Resolution Regular Agenda X Commission Approval Discussion&Direction Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney 40 #� N/A Reviewed by Finance Dept. N/A Reviewed by 0 N/A 2 UTIUT'Y SOLUTIONS OF AMERICA,INC September 26, 2016 To Whom It May Concern: Utility Solutions of America, Inc. is requesting to extend the terms and conditions of the Callaway RFP Meter Install Project 2015. This contract is between the City of Callaway, FL and Utility Solutions of America, Inc.to be utilized by the City of Ocoee, FL for piggyback purposes. Sincerely, Gary R.St.Clair President Utility Solutions if America.Inc. 1709 Aleredith Park Drive A1cDonough.GA 30253 Office:(6 781 583-9766 Fax: 1678)583-9460 From: Gary St.Clair To: Justice.Miranda Subject: Fwd: Piggyback Contract Date: Tuesday,September 20,2016 11:29:10 AM Attachments: jmaae001.Dnq Miranda, take a look at the following responses regarding the RFP number for the Callaway Piggyback Contract and let me know your thoughts. Thanks, Gary St. Clair President Utility Solutions of America, Inc. Office(678)583-9766 Fax (678) 583-9460 Cell (770) 500-5902 / \4 ) 1 rrr or Begin forwarded message: From: Tina Dixon <TDixon(a cityofcallaway.com> Date: September 9, 2016 at 3:28:28 PM EDT To: "Gary St. Clair" <techfootbalk bellsouth.net> Cc: Sharon Lentsch <sharonk cityofcallaway.com>, Oscar Martinez <OMartinez(a cityofcallaway.com> Subject: RE: Piggyback Contract Gary, The RFP Number was the name of the project, Meter Install Project 2015. If you need anything else, please let me know. Thanks, Tina Public Works Admin.Assistant City of Callaway 6601 E. Hwy. 22 Callaway, FL 32404 850-871-1033-phone 850-871-2416-fax From:Sharon Lentsch Sent: Friday,September 09, 2016 1:44 PM To:Tina Dixon <TDixonhcityofcallaway.com> Cc: Oscar Martinez <OMartinezPcityofcallaway.com> Subject: FW: Piggyback Contract Tina, Can you please help Gary? Respectfully, Sharon Lentsch City of Callaway Public Works Dept 850-871-1033 phone From:Gary St. Clair[mailto:garyPusa-ga.com] Sent: Friday,September 09, 2016 12:34 PM To:Sharon Lentsch <sharonh cityofcallaway.com> Subject: Piggyback Contract Sharon, you may have heard that we are using the Callaway Contract to Piggyback for the City of Winter Garden, FL. They were asking me if there was an RFP number that identified the Meter Replacement Project were doing for you guys. If you don't know that off hand, is there someone else that may know it? Thanks for your help! Thanks, Gary St. Clair President r' UTILITY SOLUTION.OP 1709 Meredith Park Drive McDonough, Ga 30253 Office (678)583-9766 Fax1678I583-9460 Cell (7701500-5907 www.usa-ga.com EXHIBIT "A" Agreement Between CITY OF CALLAWAY(City) And UTILITY SOLUTIONS OF AMERICA(USA),(Contractor) CITY OF CALLAWAY, also referred to herein as Engineer/Owner, hereby contracts with Utility Solutions of America(USA) (Contractor)to perform work("Work")in connection with, as detailed in the attached Plans and Specifications and other Contract Documents hereafter specified. SECTION 1.CONTRACT DOCUMENTS. A. The Contract Documents include this Agreement, the Exhibits described in Section 3, Change Orders, Work Directive Changes, Field Orders and Amendments. These Contract Documents are incorporated by reference and made a part of this Agreement. A copy of all Contract Documents shall be maintained by Contractor at the Project site at all times during the performance of the Work. B. CITY OF CALLAWAY shall furnish to the Contractor up to three (3) set(s) of the Contract Documents for execution of the Work. Additional copies of the Contract Documents are available at the cost of reproduction. SECTION 2.CONTRACT AMOUNT. For satisfactory completion of the Work,the CITY OF CALLAWAY agrees to pay the Contractor the following amount in accordance with the terms of this Agreement. $30.52 per meter not to exceed$187,392.80.unless an increase is authorized by the City, over a three(3) year contract period for labor to install meters and readers throughout the City and the City to supply any needed materials. City anticipates installing 6,140 5/8"x3/4'meters but is under no obligation to do so. City shall make written requests for installations during the term of this contract and Contractor shall perform such installations within thirty(30)days of its receipt of such request unless otherwise agreed in writing by the parties. In the event that City requests fewer than 6.140 installations, this shall not be considered a change order and monies due under this Agreement shall be limited to the pricing provided for by Exhibit D. SECTION 3.EXHIBITS INCORPORATED. The following documents are expressly agreed to be incorporated by reference and made a part of this Agreement. Exhibit A: General Terms and Conditions Exhibit B: Insurance Requirements Exhibit C: Form of Contractor Application for Payment Exhibit D: Scope of Work Exhibit E: Notice of Award and Notice to Proceed 1 SECTION 4. NOTICES. A. All notices required or made pursuant to this Agreement by the Contractor to the CITY OF CALLAWAY shall be in writing. All correspondence with the CITY OF CALLAWAY should be addressed as follows: CITY OF CALLAWAY 6601 E. Hwy. 22 Callaway,FL 32404. Attention: Oscar Martinez B. All correspondence with the Contractor will be addressed to the following: UTILITY SOLUTIONS OF AMERICA 1074 Eagles Brooke Drive Locust Grove, GA 30248 Attention: Gary St. Clair C. Either party may change its above noted address by giving written notice to the other party in accordance with the requirements of this Section. SECTION 5. MODIFICATION. No modification or change to the Agreement shall be valid or binding upon the parties unless in writing and executed by the party or parties intended to be bound by it. SECTION 6.SUCCESSORS AND ASSIGNS. Subject to other provisions hereof,the Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties to the Agreement. SECTION 7.GOVERNING LAW. The Agreement shall be interpreted under and its performance governed by the laws of the State of Florida. SECTION 8. NO WAIVER. The failure of the CITY OF CALLAWAY to enforce at any time or for any period of time any one or more of the provisions of the Agreement shall not be construed to be and shall not be a waiver of any such provision or provisions or of its right thereafter to enforce each and every such provision. SECTION 9.ENTIRE AGREEMENT. Each of the parties hereto agrees and represents that the Agreement comprises the full and entire agreement between the parties affecting the Work contemplated,and no other agreement or understanding of any nature concerning the same has been entered into or will be recognized, and that all negotiations, acts,work performed,or payments made prior to the execution hereof shall be deemed merged in,integrated and superseded by the Agreement. 2 SECTION 10.SEVERABILITY. Should any provision of the Agreement be determined by a court to be unenforceable, such a determination shall not affect the validity or enforceability of any other section or part thereof. IN WITNESS WHEREOF,the parties have, executed this Agreement on the date(s) indicated below. CONTRACTOR BY: 62. Gary St. C' air Its: President ATTEST: AID: ►.' J-Zit. Date: I//a?3,1/5 Sandy Hirth,City Clerk [Corporate Seal] CITY OF i AL A B y - + 1 J.M haely uller,City Manager Approved As To Form: Office of the CITY OF CALLAWAY Date: (1/2-1 /15-- By: Kevin D. Obos 3 EXHIBIT A GENERAL TERMS AND CONDITIONS 1. INTENT OF CONTRACT DOCUMENTS. 1.1. It is the intent of the Contract Documents to describe a functionally complete project(or portion thereof)to be constructed in accordance with the Contract Documents. Any work,materials or equipment that may reasonably be inferred from the Contract Documents,as being required to produce the intended result shall be supplied whether or not specifically called for. When words which have a well known technical or trade meaning are used to describe work, materials or equipment, such words shall be interpreted in accordance with that meaning. Reference to standard specifications,manuals or codes of any technical society,organization or association or to the laws or regulations of any governmental authority having jurisdiction over the Project,whether such reference be specific or by implication, shall mean the latest standard specification,manual, code,law or regulation in affect at the time the Work is performed, except as may be otherwise specifically stated herein. 1.2. If,during the performance of the Work,Contractor discovers a conflict, error or discrepancy in the Contract Document, Contractor immediately shall report same to Engineer/Owner and before proceeding with the Work affected thereby shall obtain an interpretation or clarification from the Engineer/Owner. Contractor shall take field measurements and verify field conditions and shall carefully compare such field measurements and conditions and other information- nation known to Contractor with the Contract Documents before commencing any portion of the Work. 1.3. Drawings are intended to show general arrangements,design, and extent of Work and are not intended to serve as shop drawings. Specifications are separated into divisions for convenience of reference only and shall not be interpreted as establishing divisions for the Work, trades, subcontracts,or extent of any part of the Work. In the event of a discrepancy between or among the drawings, specifications of other Contract Document provisions, Contractor shall be required to comply with the provision which is the more restrictive or stringent requirement upon the Contractor, as determined by the Engineer/Owner. Unless otherwise specifically mentioned, all anchors,bolts, screws, fittings,fillers, hardware, accessories,trim,and other parts required in connection with any portion of the Work to make a complete, serviceable, finished,and first quality installation shall be furnished and installed as part of the Work,whether or not called for by the Contract Documents. 2. INVESTIGATION AND UTILITIES. 2.1 Contractor shall have the sole responsibility of satisfying itself concerning the nature and location of the Work and the general and local conditions,and particularly, but without limitation,with respect to the following: those affecting transportation, access,disposal,handling and storage of materials; availability and 4 quality of labor;water and electric power;availability and condition of roads; work area; living facilities;climatic conditions and seasons;physical conditions at the work-site and the Project area as a whole; topography and ground surface conditions; nature and quality of the 'surface materials to be encountered; subsurface conditions; equipment and facilities needed preliminary to and during performance of the Work; and all other costs associated with such performance. The failure of Contractor to acquaint itself with any applicable conditions shall not relieve Contractor from any of its responsibilities to perform under the Contract Documents,nor shall it be considered the basis for any claim for additional time or compensation. 3. SCHEDULE. 3.1. The Contractor, within ten(10)calendar days after receipt of the Notice of Award,shall prepare and submit to Engineer/Owner, for review and approval, a progress schedule for the Project(herein"Progress Schedule"). The Progress Schedule shall relate to all Work required by the Contract Documents and shall provide for expeditious and practicable execution of the Work within the Contract Time. The Progress Schedule shall indicate the dates for starting and completing the various stages of the Work. 4. PROGRESS PAYMENTS. 4.1. Prior to submitting its first Monthly Application for Payment, Contractor shall submit to Engineer/Owner a complete list of all its proposed subcontractors and materials, showing the work and materials involved. The first Application for Payment shall be submitted no earlier than thirty(30)days after Commencement Date. 4.2. Contractor shall submit two (2)copies of each of its Applications for Payment to the Engineer/Owner on or before the 25th day of each month for work performed during the previous month. Invoices received after the 25th day of each month shall be considered for payment as part of the next month's application. Within ten(10)calendar days after receipt of each Application for Payment,the CITY OF CALLAWAY shall either: (1)indicate approval of the requested payment; (2) indicate approval of only a portion of the requested payment, stating in writing the reasons therefore; or(3)return the Application for Payment to the Contractor indicating, in writing,the reason for refusing to approve payment. In the event of a total denial and return of the Application for Payment by the CITY OF CALLAWAY,the Contractor may make the necessary corrections and resubmit the Application for Payment. The CITY OF CALLAWAY shall, within thirty calendar days after Engineer's/Owner's and CITY's approval of an Application for Payment,pay the Contractor the amounts so approved. Provided, however,in no event shall the CITY OF CALLAWAY be obligated to pay an amount greater than that portion of the Application for Payment approved by the CITY OF CALLAWAY. 5 4.3 CITY OF CALLAWAY shall retain zero percent(0%)of the gross amount of each monthly payment request or zero percent (0%)of the portion thereof approved by the Engineer/Owner for payment,whichever is less. The retained sum shall be accumulated and not released to Contractor until final payment is due. Any interim interest on such sums shall accrue to CITY OF CALLAWAY. 4.4 Monthly payments to Contractor shall in no way imply approval or acceptance of Contractor's work. 5. PAYMENTS WITHHELD. 5.1. The CITY OF CALLAWAY may decline to approve any Application for Payment,or portions thereof,because of subsequently discovered evidence or subsequent inspections. The CITY OF CALLAWAY may nullify the whole or any part of any approval for payment previously issued and CITY OF CALLAWAY may withhold any payments otherwise due Contractor under this Agreement or any other agreement between CITY OF CALLAWAY and Contractor,to such extent as may be necessary in the CITY OF CALLAWAY's opinion to protect it from loss because of: (a)defective Work not remedied;(b) third party claims filed or reasonable evidence indicating probable filing of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor,materials or equipment; (d)reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e)reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor;or(g)any other material breach of the Contract Documents. If these conditions are not remedied or removed,CITY OF CALLAWAY may, after three(3)days written notice, rectify the same at Contractor's expense. CITY OF CALLAWAY also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to CITY OF CALLAWAY, whether relating to or arising out of this Agreement or any other agreement between Contractor and CITY OF CALLAWAY. 6. FINAL PAYMENT. 6.1. Contractor's acceptance of final payment shall constitute a full waiver of any and all claims by Contractor against CITY OF CALLAWAY arising out of this Agreement or otherwise relating to the Project, except those previously made in writing and identified by Contractor as unsettled at the time of the final Application for Payment. Neither the acceptance of the Work nor payment by CITY OF CALLAWAY shall be deemed to be a waiver of CITY OF CALLAWAY's right to enforce any obligations of Contractor hereunder or to the recovery of damages for defective Work not discovered by the CITY OF CALLAWAY at the time of final inspection. 6 7. SUBMITTALS AND SUBSTITUTIONS. 7.1. Contractor shall submit all such materials at its own expense and in such form as required by the Contract Documents in sufficient time to prevent any delay in the delivery of such materials and the installation thereof. 7.2. Whenever materials or equipment are specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular supplier,the naming of the item is intended to establish the type, function and quality required unless the name is followed by words indicating that no substitution is permitted,materials or equipment of other suppliers may be accepted by Engineer/Owner if sufficient information is submitted by Contractor to allow the Engineer/Owner to determine that the material or equipment proposed is equivalent or equal to that named. Requests for review of substitute items of material and equipment will not be accepted by Engineer/Owner from anyone other than Contractor and all such requests must be submitted by Contractor to Engineer/Owner within thirty calendar days after Notice of Award is received by Contractor. 8. CONTRACT TIME AND TIME EXTENSIONS. 8.1. Contractor shall diligently pursue the completion of the Work and coordinate the Work being done on the Project by its subcontractors and materials, as well as coordinating its Work with all work of others at the Project Site, so that its Work or the work of others shall not be delayed or impaired by any act or omission of Contractor. Contractor shall be solely responsible for all construction means,methods,techniques,sequences,and procedures, as well as coordination of all portions of the Work under the Contract Documents. 8.2. Should Contractor be obstructed or delayed in the prosecution of or completion of the Work as a result of unforeseeable causes beyond the control of Contractor, and not due to its fault or neglect,including but not restricted to acts of God or of the public enemy, acts of government,fires, floods,epidemics, quarantine regulations, strikes or lockouts, Contractor shall notify the CITY OF CALLAWAY in writing within forty-eight hours after the commencement of such delay, stating the cause or causes thereof,or be deemed to have waived any right which Contractor may have had to request a time extension. 8.3. No interruption, interference,inefficiency,suspension or delay in the commencement or progress of the Work from any cause whatever, including those for which CITY OF CALLAWAY may be responsible, in whole or in part, shall relieve Contractor of his duty to perform or give rise to any right to damages or additional compensation from CITY OF CALLAWAY. Contractor expressly acknowledges and agrees that it shall receive no damages for delay. Contractor's sole remedy, if any,against CITY OF CALLAWAY will be the right to seek an extension to the Contract Time;provided,however,the granting of any such time extension shall not be a condition precedent to the aforementioned"No Damage For Delay"provision. This paragraph shall expressly apply to claims for early completion, as well as to claims based on late completion. 7 9. CHANGES IN THE WORK. 9.1. CITY OF CALLAWAY shall have the right at any time during the progress of the Work to increase the Work. Promptly after being notified of a change,Contractor shall submit an itemized estimate of any cost and/or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property,or as expressly set forth herein,no addition or changes to the Work shall be made except upon written order of CITY OF CALLAWAY, and CITY OF CALLAWAY shall not be liable to the Contractor for any increased compensation without such written order. No officer,employee or agent of CITY OF CALLAWAY is authorized to direct any extra or changed work orally. 9.2. If CITY OF CALLAWAY and Contractor are unable to agree on a Change Order for the requested change, Contractor shall,nevertheless,promptly perform the change as directed by CITY OF CALLAWAY in a written Work Directive Change. In that event, the Contract Amount and Contract Time shall be adjusted as directed by CITY OF CALLAWAY. If Contractor disagrees with the CITY OF CALLAWAY's adjustment determination, Contractor must make a claim pursuant to Section 10 of these General Conditions or else be deemed to have waived any claim on this matter it might otherwise have had. 9.3. The CITY OF CALLAWAY shall have authority to order minor changes in the Work not involving an adjustment to the Contract Amount or an extension to the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes may be affected by Field Order or by other written order. Such changes shall be binding on the Contractor. 10. CLAIMS AND DISPUTES. 10.1. A Claim is a demand or assertion by one of the parties seeking an adjustment or interpretation of the terms of the Contract Documents,payment of money,extension of time,or other relief with respect to the terms of the Contract Documents. The term"Claim" also includes other disputes and matters in question between CITY OF CALLAWAY and Contractor arising out of or relating to the Contract Documents. The responsibility to substantiate a Claim shall rest with the party making the Claim. 10.2. Claims by the Contractor shall be made in writing to the CITY OF CALLAWAY within forty-eight hours after the first day of the event giving rise to such Claim or else the Contractor shall be deemed to have waived the Claim. Written supporting data shall be submitted to the CITY OF CALLAWAY within fifteen calendar days after the occurrence of the event,unless the CITY OF CALLAWAY grants additional time in writing, or else the Contractor shall be deemed to have waived the Claim. 8 11. OTHER WORK. 11.1. CITY OF CALLAWAY may perform other work related to the Project at the site by CITY OF CALLAWAY's own forces, have other work performed by utility owners or let other direct contracts. If the fact that such other work is to be performed is not noted in the Contract Documents,notice thereof will be given to Contractor. If Contractor believes that such performance will involve additional expense to Contractor or require additional time,Contractor shall send written notice of that fact to CITY OF CALLAWAY within forty-eight hours of being notified of the other work. If the Contractor fails to send the a-required forty- eight hour notice,the Contractor will be deemed to have waived any rights it otherwise may have had to seek an extension to the Contract Time or adjustment to the Contract Amount. 11.2. Contractor shall afford each utility owner and other contractor(or CITY OF CALLAWAY,if CITY OF CALLAWAY is performing the additional work with CITY OF CALLAWAY employees)proper and safe access to the site and a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such work and shall properly connect and coordinate its Work with theirs Contractor shall not endanger any work of others by cutting, excavating,or otherwise altering their work and will only cut or alter their work with the written consent of the CITY OF CALLAWAY and the others whose work will be affected. 11.3. If any part of Contractor's Work depends for proper execution or results upon the work of any other contractor or utility owner(or CITY OF CALLAWAY),Contractor shall inspect and promptly report to CITY OF CALLAWAY in writing any delays, defects,or deficiencies in such work that render it unavailable or unsuitable for such proper execution and results. Contractor's failure to report will constitute an acceptance of the other work as fit and proper for integration with Contractor's Work. 12. INDEMNIFICATION AND INSURANCE. 12.1. Nothing contained herein or in any of these contract documents should be considered or construed as a waiver of the City's sovereign immunity. Contractor agrees to save harmless, indemnify, and defend CITY OF CALLAWAY and its consultants, agents,officers and employees from any and all claims,losses, penalties,interest,demands,judgments, and costs of suit,including attorneys' fees and paralegals' fees, for any expense,damage or liability incurred by any of them,whether for personal injury,death,property damage,direct or consequential damages,or economic loss,including environmental impairment, arising directly or indirectly on account of or in connection with the Work done by Contractor under this Agreement or by any person, firm or corporation to whom any portion of the Work is subcontracted by Contractor or resulting from the use by Contractor,or by any one for whom Contractor is legally liable,of any materials, tools,machinery or other property of CITY OF CALLAWAY. CITY OF 9 CALLAWAY and Contractor agree the first$100.00 of the Contract Amount paid by CITY OF CALLAWAY to Contractor shall be given as separate consideration for this indemnification,and any other indemnification of CITY OF CALLAWAY by Contractor provided for within the Contract Documents,the sufficiency of such separate consideration being acknowledged by Contractor by Contractor's acceptance and execution of the Agreement. The Contractor's obligation shall not be limited by,or in any way to, any insurance coverage or by any provision in or exclusion or omission from any policy of insurance. The Contractor agrees to pay on behalf of CITY OF CALLAWAY, as well as provide a legal defense for the CITY OF CALLAWAY,both of which will be done only if and when requested by the CITY OF CALLAWAY, for all claims made. Such payment on the behalf of the CITY OF CALLAWAY shall be in addition to any and all other legal remedies available to the CITY OF CALLAWAY and shall not be considered to be the CITY OF CALLAWAY's exclusive remedy. 12.2. Contractor shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in Exhibit B to the Agreement. All insurance policies shall be from responsible companies duly authorized to do business in the State of Florida and/or responsible risk retention group insurance companies,which are registered with the State of Florida. All commercial insurance carriers providing the Contractor with required insurance shall be"A"(excellent)rated with a minimum financial size category of"IX", according to the A. M. Best Key Rating Guide, latest edition. Within ten (10)calendar days after Notice of Award is received by Contractor and prior to the commencement of work, Contractor shall provide CITY OF CALLAWAY with properly executed Certificates of Insurance to evidence Contractor's compliance with the insurance requirements of the Contract Documents. Said Certificates of Insurance shall be on forms approved by CITY OF CALLAWAY, such as"Acord Form 25." The Certificates of Insurance shall be personally,manually signed by the authorized representatives of the insurance company/companies shown on the Certificates of Insurance,with proof that they are authorized representatives thereof. Certificates of Insurance shall be mailed to CITY OF CALLAWAY in care of The City Clerk, 6601 E. Hwy. 22, CALLAWAY,FL 32404. In addition, certified,true and exact copies of all insurance policies required hereunder shall be provided to CITY OF CALLAWAY,on a timely basis,when requested by CITY OF CALLAWAY. 12.3. The Certificates of Insurance and required insurance policies shall contain provisions that thirty days prior written notice by registered or certified mail shall be given CITY OF CALLAWAY of any cancellation,intent not to renew,or reduction in the policies or coverage, except in the application of the aggregate limits provisions. In the event of a reduction in the aggregate limit of any policy, Contractor shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 12.4. All insurance coverage of the Contractor shall be primary to any insurance or self-insurance program carried by the CITY OF CALLAWAY applicable to this Project. The acceptance by CITY OF CALLAWAY of any Certificate of Insurance does not constitute approval or agreement by the CITY OF 10 CALLAWAY that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of the Contract Documents. No work shall commence at the Project site unless and until the required Certificates of Insurance are received by the CITY OF CALLAWAY. 12.5. Contractor shall require each of its subcontractors to procure and maintain, until the completion of the subcontractor's work,insurance of the types and to the limits specified in Exhibit B,unless such insurance requirements for the subcontractor is expressly waived in writing by the CITY OF CALLAWAY. All liability insurance policies,other than professional liability,worker's compensation and employer's liability policies,obtained by Contractor to meet the requirements of the Contract Documents shall name the CITY OF CALLAWAY Board of Commissioners as an additional insured and shall contain severability of interest provisions. The CITY OF CALLAWAY shall also be designated as certificate holder with the address of 6601 E. Hwy.22, CALLAWAY, FL 32404. If any insurance provided pursuant to the Contract Documents expires prior to the completion of the Work,renewal Certificates of Insurance and, if requested by CITY OF CALLAWAY, certified,true copies of the renewal policies, shall be furnished by Contractor within thirty days prior to the date of expiration. 12.6 All liability policies shall be underwritten on the"occurrence"basis, unless otherwise approved in writing by the CITY OF CALLAWAY. "Claims made"policies,if approved by the CITY OF CALLAWAY and subsequent insurance certificates shall provide a"retro-date"which shall include the effective date of the contract. "Claims-made"renewals or carrier and policy replacements shall reflect the original"retro-date." 12.7. Should at any time the Contractor not maintain the insurance coverage required herein,the CITY OF CALLAWAY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverage and charge the Contractor for such coverage purchased. The CITY OF CALLAWAY shall be under no obligation to purchase such insurance,nor shall it be responsible for the coverage purchased or the insurance company or companies used. The decision of the CITY OF CALLAWAY to purchase such insurance coverage shall in no way be construed to be a waiver of any of its rights under the Contract Documents. 12.8. Contractor shall submit to CITY OF CALLAWAY a copy of all accident reports arising out of any injuries to its employees or those of any firm or individual to whom it may have subcontracted a portion of the Work,or any personal injuries or property damages arising or alleged to have arisen on account of any work by Contractor under the Contract Documents. 13. COMPLIANCE WITH LAWS. 13.1. Contractor agrees to comply, at its own expense,with all federal,state and local laws, codes,statutes,ordinances,rules,regulations, and requirements applicable to the Project,including but not limited to those dealing with taxation, worker's compensation, 11 equal employment,and safety. If Contractor observes that the Contract Documents are at variance therewith,it shall promptly notify CITY OF CALLAWAY in writing. Compliance with the above laws shall include but is not limited to: (1)the Occupational Safety and Health Act,29 CFR 1910 and 1926,respectively, General Industry Standards and Construction Industry Standards,including regulations regarding Trenching and Shoring; (2)the Florida Workers' Compensation Law,Chapter 440, Florida Statutes;(3) Rules 3 8F and 3 81, Florida Administrative Code; and(4) Florida Department of Transportation Manual of Traffic Control and Safe Practices. 14. CLEANUP AND PROTECTIONS. 14.1. Contractor agrees to keep the Project site clean at all times of debris,rubbish and waste materials arising out of the Work. At the completion of the Work,Contractor shall remove all debris,rubbish, and waste materials from and about the Project site, as well as all tools,appliances, construction equipment and machinery and surface materials, and shall leave the Project site clean and ready for occupancy by CITY OF CALLAWAY. 15. ASSIGNMENT. 15.1. Contractor shall not assign this Agreement or any part thereof,without the prior consent in writing of CITY OF CALLAWAY. If Contractor does,with approval,assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward CITY OF CALLAWAY. 16. PERMITS,LICENSES AND TAXES. 16.1. Contractor shall pay all sales,consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 17. TERMINATION FOR DEFAULT. 17.1. Contractor shall be considered in material default of the Agreement and such default shall be considered cause for CITY OF CALLAWAY to terminate the Agreement, in whole or in part,as further set forth in this Section,if Contractor: (1) fails to begin the Work under the Contract Documents within the time specified herein; or(2) fails to properly and timely perform the Work as directed by the CITY OF CALLAWAY or as provided for in the approved Progress Schedule; or(3)performs the Work unsuitably or neglects or refuses to remove materials or to correct or replace such Work as may be rejected as unacceptable or unsuitable; or(4)discontinues the prosecution of the Work; or(5) fails to resume Work which has been suspended within a reasonable time after being notified to do so;or(6)becomes insolvent or is declared bankrupt, or commits any act of bankruptcy; or(7) allows any final judgment to stand against 12 it unsatisfied for more than ten(10)days;or(8)makes an assignment for the benefit of creditors;or(9) fails to obey any applicable codes,laws,ordinances, rules or regulations with respect to the Work; or(10)materially breaches any other provision of the Contract Documents. 17.2. CITY OF CALLAWAY shall notify Contractor in writing of Contractor's default(s). If CITY OF CALLAWAY determines that Contractor has not remedied and cured the default(s)within seven (7) calendar days following receipt by Contractor of said written notice,then CITY OF CALLAWAY,at its option,without releasing or waiving its rights and remedies against the Contractor's sureties and without prejudice to any other right or remedy it may be entitled to hereunder or by law,may terminate Contractor's right to proceed under the Agreement, in whole or in part,and take possession of all or any portion of the Work and any materials,tools,equipment, and appliances of Contractor,take assignments of any of Contractor's subcontracts and purchase orders, and complete all or any portion of Contractor's Work by whatever means,method or agency which CITY OF CALLAWAY, in its sole discretion,may choose. 17.3. If CITY OF CALLAWAY deems any of the foregoing remedies necessary, Contractor agrees that is shall not be entitled to receive any further payments hereunder until after the Project is completed. All monies expended and all of the costs,losses,damages and extra expenses,including all management, administrative and other overhead and other direct and indirect expenses(including attorneys' fees)or damages incurred by CITY OF CALLAWAY incident to such completion, shall be deducted from the Contract Amount,and if such expenditures exceed the unpaid balance of the Contract Amount,Contractor agrees to pay promptly to CITY OF CALLAWAY on demand the full amount of such excess, including costs of collection, attorney's fees(including appeals)and interest thereon at the maximum legal rate of interest until paid. If the unpaid balance of the Contract Amount exceeds all such costs, expenditures and damages incurred by the CITY OF CALLAWAY to complete the Work, such excess shall be paid to the Contractor. The amount to be paid to the Contractor or CITY OF CALLAWAY,as the case may be, and this obligation for payment shall survive termination of the Agreement. 17.4. The liability of Contractor hereunder shall extend to and include the fall amount of any and all sums paid, expenses and losses incurred,damages sustained,and obligations assumed by CITY OF CALLAWAY in good faith under the belief that such payments or assumptions were necessary or required, in completing the Work and providing labor,materials, equipment,supplies, and other items therefore or re-letting the Work, in settlement,discharge or compromise of any claims,demands, suits, and judgments pertaining to or arising out of the Work hereunder. 17.5. If,after notice of termination of Contractor's right to proceed pursuant to this Section,it is determined for any reason that Contractor was not in default,or that its default was excusable, or that CITY OF CALLAWAY is not entitled to the remedies against Contractor provided herein,then Contractor's remedies against CITY OF CALLAWAY shall be the same as and limited to those afforded Contractor below under Subsection 18.1,Termination for Convenience. 13 18. TERMINATION FOR CONVENIENCE AND RIGHT OF SUSPENSION. 18.1. CITY OF CALLAWAY shall have the right to terminate this Agreement without cause upon seven(7) calendar days' written notice to Contractor. In the event of such termination for convenience,Contractor's recovery against CITY OF CALLAWAY shall be limited to that portion of the Contract Amount earned through the date of termination,together with any retainer withheld and reasonable termination expenses incurred,but Contractor shall not be entitled to any other or further recovery against CITY OF CALLAWAY,including,but not limited to,damages or any anticipated profit on portions of the Work not performed. 18.2. CITY OF CALLAWAY shall have the right to suspend all or any portions of the Work upon giving Contractor two(2) calendar days' prior written notice of such suspension. If all or any portion of the Work is so suspended,Contractor's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in the Contract.Documents. In no event shall the Contractor be entitled to any additional compensation or damages. Provided,however,if the ordered suspension exceeds three(3)months,the Contractor shall have the right to terminate the Agreement with respect to that portion of the Work which is subject to the ordered suspension. 19. COMPLETION. 19.1. Upon notification that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment,the CITY OF CALLAWAY shall promptly make such inspection and, if it finds the work acceptable and fully performed under the Contract Documents, shall promptly issue a final Certificate for Payment, stating that,on the basis of observations and inspections,the Work has been completed in accordance with the terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor is due and payable. The final payment shall not become due and payable until Contractor submits: (1)if required by CITY OF CALLAWAY, other data establishing payment or satisfaction of all obligations,such as receipts, releases and waivers of liens, arising out of the Contract Documents,to the extent and in such form as may be designated by CITY OF CALLAWAY. CITY OF CALLAWAY reserves the right to inspect the Work and make an independent determination as to the Work's acceptability. Unless and until the CITY OF CALLAWAY is completely satisfied, the final payment shall not become due and payable. 20. WARRANTY. 20.1. Contractor shall obtain and assign to CITY OF CALLAWAY all express warranties given to Contractor by any subcontractors or by anyone supplying 14 materials,equipment,or fixtures to be incorporated into the Project. Contractor warrants to CITY OF CALLAWAY that any materials and equipment furnished under the Contract Documents shall be new unless otherwise specified,and that all Work shall be of good quality, free from all defects, and in conformance with the Contract Documents. Contractor further warrants to CITY OF CALLAWAY that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected,used,cleaned, and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If,within one(1)year after final completion, any Work is found to be defective or not in conformance with the Contract Documents,Contractor shall correct it promptly after receipt of written notice from CITY OF CALLAWAY. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which CITY OF CALLAWAY is entitled as a matter of law. 21. TESTS AND INSPECTIONS. 21.1. CITY OF CALLAWAY, its respective representatives, agents and employees,and any governmental agencies with jurisdiction over the Project shall have access at all times to the Work,whether the Work is being performed on or off of the Project site,for their observation, inspection and testing. Contractor shall provide proper,safe conditions for such access. Contractor shall provide CITY OF CALLAWAY with timely notice of readiness of the Work for all required inspections,tests or approvals. 21.2. If any Work that is to be inspected, tested or approved is covered without written concurrence from the CITY OF CALLAWAY,such work must, if requested by CITY OF CALLAWAY,be uncovered for observation. Such uncovering shall be at Contractor's expense unless Contractor has given CITY OF CALLAWAY timely notice of Contractor's intention to cover the same and CITY OF CALLAWAY has not acted with reasonable promptness to respond to such notice. If any Work is covered contrary to written directions from CITY OF CALLAWAY, such Work must,if requested by CITY OF CALLAWAY,be uncovered for CITY OF CALLAWAY observation and be replaced at Contractor's sole expense. 21.3. If any Work that is to be inspected, tested or approved is covered without written concurrence from the CITY OF CALLAWAY, such work must,if requested by CITY OF CALLAWAY,be uncovered for observation. Such uncovering shall be at Contractor's expense unless Contractor has given CITY OF CALLAWAY timely notice of Contractor's intention to cover the same and CITY OF CALLAWAY has not acted with reasonable promptness to respond to such notice. If any Work is covered contrary to written directions from CITY OF CALLAWAY,such Work must,if requested by CITY OF CALLAWAY,be uncovered for CITY OF CALLAWAY observation and be replaced at Contractor's sole expense. 15 21.4. The CITY OF CALLAWAY shall charge to Contractor and may deduct from any payments due Contractor all engineering and inspection expenses incurred by CITY OF CALLAWAY in connection with any overtime work. Such overtime work consisting of any work during the construction period beyond the regular eight(8)hour day and for any work performed on Saturday, Sunday,or holidays. 22. DEFECTIVE WORK. 22.1. Work not conforming to the requirements of the Contract Documents shall be deemed defective Work. If required by CITY OF CALLAWAY, Contractor shall as directed, either correct all defective Work, whether or not fabricated, installed or completed,or, if the defective Work has been rejected by CITY OF CALLAWAY,remove it from the site and replace it with non-defective Work. Contractor shall bear all direct, indirect and consequential costs of such correction or removal made necessary thereby, and shall hold CITY OF CALLAWAY harmless for same. 22.2. If the CITY OF CALLAWAY considers it necessary or advisable that covered Work be observed by CITY OF CALLAWAY or inspected or tested by others, Contractor, at CITY OF CALLAWAY request,shall uncover,expose or otherwise make available for observation, inspection or tests as CITY OF CALLAWAY may require,that portion of the Work in question, finishing all necessary labor,material and equipment. If it is found that such Work is defective,Contractor shall bear all direct, indirect and consequential costs of such uncovering,exposure,observation,inspection and testing and of satisfactory reconstruction and CITY OF CALLAWAY shall be entitled to an appropriate decrease in the Contract Amount. If,however, such Work is not found to be defective,Contractor shall be allowed an increase in the Contract Amount and/or an extension of the Contract Time,directly attributable to such uncovering, exposure,observation,inspection,testing, and reconstruction. 22.3. If any portion of the Work is defective,or Contractor fails to supply sufficient skilled workers with suitable materials or equipment,or fails to finish or perform the Work in such a way that the completed Work will conform to the Contract Documents,CITY OF CALLAWAY may order Contractor to stop the Work,or any portion thereof,until the cause for such order has been eliminated; however, this right of CITY OF CALLAWAY to stop the Work shall not give rise to any duty on the part of CITY OF CALLAWAY to exercise this right for the benefit of Contractor or any other party. 22.4. Should the CITY OF CALLAWAY determine, at its sole opinion,it is in the CITY OF CALLAWAY best interest to accept defective Work,the CITY OF CALLAWAY may do so. Contractor shall bear all direct, indirect and consequential costs attributable to the CITY OF CALLAWAY evaluation of and determination to accept defective Work. If such determination is rendered prior to final payment,a Change Order shall be executed evidencing such acceptance of such defective Work, incorporating the necessary revisions in the Contract 16 Documents and reflecting an appropriate decrease in the Contract Amount. If the CITY OF CALLAWAY accepts such defective Work after final payment, Contractor shall promptly pay CITY OF CALLAWAY an appropriate amount to adequately compensate CITY OF CALLAWAY for its acceptance of the defective Work. 22.5. If Contractor fails, within a reasonable time after the written notice from CITY OF CALLAWAY,to correct defective Work or to remove and replace rejected defective Work as required by CITY OF CALLAWAY, or if Contractor fails to perform the Work in accordance with the Contract Documents,or if Contractor fails to comply with any of the provisions of the Contract Documents, CITY OF CALLAWAY may, after seven (7) days written notice to Contractor, correct and remedy any such deficiency. To the extent necessary to complete corrective and remedial action, CITY OF CALLAWAY may exclude Contractor from any or all of the Project site,take possession of all or any part of the Work, and suspend Contractor's services related thereto, and incorporate in the Work all materials and equipment stored at the Project site or for which CITY OF CALLAWAY has paid Contractor but which are stored elsewhere. Contractor shall allow CITY OF CALLAWAY, and their respective representatives,agents, and employees such access to the Project site as may be necessary to enable CITY OF CALLAWAY to exercise the rights and remedies under this Subsection. All direct,indirect and consequential costs of CITY OF CALLAWAY in exercising such rights and remedies shall be charged against Contractor,and a Change Order shall be issued, incorporating the necessary revisions to the Contract Documents, including an appropriate decrease to the Contract Amount. Such direct,indirect and consequential costs shall include,but not be limited to, fees and charges of engineers, architects,attorneys and other professionals,all court and arbitration costs and all costs of repair and replacement of work or others destroyed or damaged by correction,removal or replacement of Contractor's defective Work. Contractor shall not be allowed an extension of the Contract Time because of any delay in performance of the Work attributable to the exercise by CITY OF CALLAWAY of CITY OF CALLAWAY rights and remedies hereunder. 23. SUPERVISION AND SUPERINTENDENTS. 23.1. Contractor shall supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be responsible to see that the finished Work complies accurately with the Contract Documents. Contractor shall keep on the Work at all times during its progress a competent resident superintendent,who shall not be replaced without prior written notice to CITY OF CALLAWAY except under extraordinary circumstances. The superintendent shall be Contractor's representative at the Project site and shall have authority to act on behalf of Contractor. All communications given to the superintendent shall be as binding as if given to the Contractor. CITY OF CALLAWAY shall have the right 17 to direct Contractor to remove and replace its Project superintendent,with or without cause. 24. REGULAR WORKING HOURS. 24.1. Regular working hours are defined as up to ten hours per day, Monday through Friday,beginning no earlier than 7:00 a.m. and ending no later than 7:00 p.m., excluding holidays. Requests to work other than regular working hours must be submitted to the Owner's designated representative, at least 48 hours prior to any proposed weekend work or scheduled extended workweeks. 25. EMERGENCIES. 25.1. In the event of an emergency affecting the safety or protection of persons or the Work or property at the Project site or adjacent thereto, Contractor,without special instruction or authorization from CITY OF CALLAWAY is obligated to act to prevent threatened damage,injury or loss. Contractor shall give CITY OF CALLAWAY written notice within forty-eight hours after the occurrence of the emergency,if Contractor believes that any significant changes in the Work or variations from the Contract Document have been caused thereby. If the CITY OF CALLAWAY determines that a change in the Contract Documents is required because of the action taken in response to an emergency, a Change Order shall be issued to document the consequences of the changes or variations. If Contractor fails to provide the forty-eight hour written notice noted above,the Contractor shall be deemed to have waived any right it otherwise may have had to seek an adjustment to the Contract Amount or an extension to the Contract Time. 18 EXHIBIT B INSURANCE INSURANCE REQUIREMENTS: (1) The Contractor shall obtain and maintain such insurance as will protect it from: (1)claims under worker's compensation laws,disability benefit laws,or other similar employee benefit laws; (2) claims for damages because of bodily injury, occupational sickness or disease or death of his employees including claims insured by usual personal injury liability coverage; (3)claims for damages because of bodily injury, sickness or disease, or death of any person other than his employees including claims insured by usual personal injury liability coverage; and (4) from claims for injury to or destruction of tangible property including loss or use resulting therefrom--any or all of which claims may arise out of, or result from,the services,work and operations carried out pursuant to and under the requirements of the Contract Documents, whether such services, work and operations be by the Contractor,its employees, or by subcontractor(s),or anyone employed by or under the supervision of any of them, or for whose acts any of them may be legally liable. (2) This insurance shall be obtained and written for not less than the limits of liability specified hereinafter, or as required by law,whichever is greater. (3) The Contractor shall require,and shall be responsible for assuring throughout the time the Agreement is m effect,that, any and all of its subcontractors obtain and maintain until the completion of that subcontractor's work, such of the insurance coverage described herein as are required by law to be provided on behalf of their employees and others. (4) The Contractor shall obtain,have and maintain during the entire period of the Agreement insurance policies which contain the following information and provisions: a. The name and type of policy and coverage provided; b. The amount or limit applicable to each coverage provided; c. The date of expiration of coverage; d. The designation of the CITY OF CALLAWAY as an additional insured and a certificate holder. (This requirement may be accepted for Professional Liability Insurance and for Worker's Compensation Insurance.); e. The following clause must appear on the Certificate of Insurance: ".Cancellation- should any of the above described policies be cancelled before the stated expiration date thereof,insurer will not cancel same until at least thirty days prior written notice(by certified mail)has been given to the below named certificate holder. This prior notice provision is a part of each of the described policies." (5) Each Certificate of Insurance shall be accompanied by documentation that is acceptable to the CITY OF CALLAWAY establishing that the insurance agent and/or agency issuing the Certificate of Insurance has been duly authorized,in 19 writing,to do so by and on behalf of the insurance company underwriting the insurance coverdge(s) indicated on each Certificate of Insurance. (6) If the initial,or any subsequently issued Certificate of Insurance expires prior to the completion of the Work or termination of the Agreement,the Contractor shall furnish to the CITY OF CALLAWAY, in triplicate, renewal or replacement Certificate(s)of Insurance not later than thirty calendar days prior to the date of their expiration. Failure of the Contractor to provide the CITY OF CALLAWAY with such renewal certificate(s) shall be considered justification for the CITY OF CALLAWAY to terminate the Agreement. (7) Contractor shall include the CITY OF CALLAWAY and its consultants,agents, officers and employees in the Contractor's General Liability and Automobile Liability policies as additionally insured. (8) If CITY OF CALLAWAY has any objection to the coverage afforded by other provisions of the insurance required to be purchased and maintained by Contractor in accordance with the requirements of the Contract Documents on the basis of its not complying with the Contract Documents, CITY OF CALLAWAY shall notify Contractor in writing thereof within thirty days of the delivery of such certificates to CITY OF CALLAWAY. Contractor shall provide to the CITY OF CALLAWAY such additional information with respect to its insurance as may be requested. (9) The Contractor shall obtain and maintain the following insurance coverage(s) as provided hereinbefore, and in the type, amounts and in conformance with the following minimum requirements: a. Florida statutory workers' compensation and employer's liability with minimum limits of$500,000,whether required by Chapter 440,Florida Statutes or not. In addition, coverage under the U. S. Longshoremen&Harbor workers' and Jones Act, may be required coverage(s)by law or regulation for the work specified in this contract. b. Commercial general liability with minimum combined single limits of$1,000,000, including coverage parts of bodily injury, broad form property damage,personal injury, independent contractors,blanket contractual liability and products and completed operations. The exclusion for underground damage, explosion and collapse shall be removed through a policy endorsement. The Commercial General Liability policy's "total pollution exclusion"endorsement shall be removed. c. Automobile liability with minimum combined single limits of $500,000 for all hired, owned and non-owned vehicles. d. Umbrella liability with minimum limits of$2,000,000 which are no more restrictive than the underlying limits. Umbrella coverage shall drop down to provide coverage where the underlying limits are exhausted. The Umbrella policy shall 20 mirror the Commercial General Liability coverage with respect to removal of the `total pollution exclusion. e. Professional liability insurance with minimum limits of $500,000 for engineers and architects employed by the contractor,if any. f. Builders risk insurance underwritten on the"all risks of physical loss"basis for replacement cost for the full value of the completed project to cover the owner and contractor as their interest may appear. An installation floater may be an alternative if appropriate to this specific contract. 21 EXHIBIT C FORM OF CONTRACT APPLICATION FOR PAYMENT CONTRACT NAME AMR INSTALLATION TO DATE: PROJECT NAME: AMR INSTALLATION Under our AGREEMENT dated , 201 Original Agreement Amount Amount this Request Balance Remaining Payment Request# 22 EXHIBIT D SCOPE OF WORK See Attached 23 MOUNT Z EMEMAKANAIMAKIUMMIUMICUR TO: inky Soludam ofAeaeeioa(USA) PROJECTDIZCRIFTION: For labor to Well meters and readers throughout the aty and the City to supply any needed mealiala over atwee(3)year contract period. Biecuunic Antdytiod Accuracy Reports compering new meters to the old replaced meters may be provided in embassy for scrap meters. The OWNER has considered the BID submitted by you for the above described WORK in response to its regent for bide as 1112/14 . You are hereby notified that your Bid has been accepted for beers in the asoant of 0032=mew not to Sri 1392.10 over adive 133 veer oe neeiod You are required by the Intbrmation for Bidders to execute the ABreement and finaish the required CONTRACTOR'S certificated of lenience within ten (10) Nlmdsc days from the date of this Notice. If you tail to execute mid Agreement within ten(10)mender days Run the dale oft is Notice, acid OWNER will be entitled to consider all your eights arising out of the OWNER'S acoeptsooe of your BID as abandoned. The OWNER will be natided to such other rights as may be granted by hat. Also,you are hereby notified to commence WORK in accordance with the Agreement dared ,201_on or before re ,201 . You must retain as acimawledged copy of this Notate onward and Notice to homed to the OWNER. Datud risk redly Of dieatt. *20156 By . � ' MXZEMISZQUEWCZ Titles ).Idielmed nagger.atv Maw Receipt of the above Notice of Award and Notice to Proceed is hereby adcnawledged BY—Utilittitatiglattanietallan By TUC& day of ,201_ Tide thlt St.o 24 . ' L"1'l1. 'Y SOLUTIONS OF AMERICA,INC January 14, 2015 Larry Johnson/Oscar Martinez The City of Callaway, FL Subject: The City of Callaway AMR Installation Proposal Dear Larry and Oscar, On behalf of Utility Solutions of America Inc., I would like to thank you for the opportunity to quote you on the City of Callaway AMR Installation Project. Our goal is to partner with your team to offer the City of Callaway an AMR installation experience that is second to none. Please feel free to contact me with any questions regarding assumptions and the scope of work letter. Thank you, Gary St. Clair Utility Solutions of America, Inc. 1074 Eagles Brooke Drive Locust Grove, GA 30248 Page 1 of 7 UTILITY SOLUTl011MB OF AMERICA,INC Service Offering The pricing schedule includes: 1. Replacement of existing water meters with AMR equipped water meters 2. Restoration of site to pre-existing condition 3. Experienced installation staff 4. Project management staff 5. Provision of staff to dispatch work orders and manage work order system 6. Inventory receipt and control 7. Quality audit program 8. Certified operator qualification program 9. Health and safety program 10. Training program 11. Performance reports 12. Uniform vehicles with appropriate signage 13. Miscellaneous tools and equipment 14. Uniforms,badges,personal protective equipment 15. Employment screening:background checks,drug testing, etc. 16. Travel and accommodations 17.Adequate insurance coverage 18. One year installation warranty 19. All licenses and permits 20. Meter lid installation Page 2 of 7 UTILITY SOLUTIONS OF AMERICA,INC Quality Management Program USA will quality audit 100%of the retrofit and exchange procedures performed by our employees during the first ten days of work and 5%thereafter. If an employee produces an error rate of equal to or greater than 1%,they will be re-trained. If an employee produces an error rate of equal to or greater than 1%after being retrained, the employee will be dismissed. In addition to the quality audit procedure outlined above,members of the project management team and the corporate training team perform random field audits to ensure that technicians are following protocol. Deviations are addressed immediately. Inventory Management Program The installation technicians will sign for the inventory they receive. At the end of their shift,the installation technicians will count uninstalled inventory. Inventory retrieved from the field will be palletized or stored in large storage bins. The inventory recorded will be reconciled against the completed work order file on a periodic basis. Inventory reports will be made available on a periodic basis or upon request. Page 3 of 7 UTILITY SOLUTIONS OF AMERICA,INC Pricing Schedule Core Services Description Quantity Unit Price 5/8"x 3/4"METER EXCHANGE— Approx. Exchange 5/8"x 3/4"AMR equipped Iperl 6,140 $30.52 water meter 1"METER EXCHANGE—Exchange 1" Each $35.02 AMR equipped Iperl water meter 1 1/2"METER EXCHANGE—Exchange Each $173.02 1 1/2"AMR equipped water meter 2" METER EXCHANGE—Exchange 2" Each $223.02 AMR equipped water meter 3"METER EXCHANGE—Exchange 3" Each $348.02 AMR equipped water meter 4" METER EXCHANGE—Exchange 4" Each $448.02 AMR equipped water meter RETROFIT(5/8'THROUGH 1")— Each $18.02 Retrofit existing meter with an MXU RETROFIT(1 1/2"AND LARGER) — Each $23.02 Retrofit existing meter with an MXU REMOVAL AND REPLACEMENT OF CONCRETE/ASPHALT,INCLUDING Each $25.00 TEMPORARY PATCHES(SO/FT) REMOVAL AND REPLACEMENT OF TURFF GRASS/SOD,INCLUDING Each $25.00 TEMPORARY PATCHES (SO/FT) INSTALL NEW METER BOX AND/OR Each $25.00 LID REPLACE EXISTING CURB STOP Each $50.00 REPLACE EXISTING BACKFLOW Each $50.00 OR SHUTOFF VALVE ASSEMBLY DRILL OUT PLASTIC LIDS Each $1.50 Page 4 of 7 UTIIJTY soLunoms cF AMERICA,INC Assumptions Scope of Work, General I. USA assumes AMI installation project will be substantially completed within the time frame requested by the utility upon receiving notice to proceed. 2. USA will make as many as three physical attempts and three phone-call attempts in an effort to perform an installation before returning the work order to the utility(RTU). 3. USA assumes that the project RTU rate will not exceed 3%. 4. USA assumes customer phone numbers will be provided by the utility. 5. USA assumes all meters are located outside and are readily accessible. 6. USA assumes that all meters are located in close proximity and will be released in route read order. 7. USA assumes that the utility will provide initial customer communications. 8. USA assumes that all printed communication materials,such as notification letters and door hangers will be provided by the utility. 9. USA assumes it will not be responsible for extensive sorting or disposing of old material removed from the service territory. 10. USA assumes it will not be responsible for the disposal of lead seals or other hazardous waste. 11. USA assumes that it will only be responsible for the repair of damages caused directly by USA services. 12. USA assumes utility will provide keys for the removal and replacement of locking devices. 13. USA assumes that utility will provide a black-out schedule prior to the project start date. 14.USA assumes that utility will provide address and meter location data prior to the project start date. 15. Pricing assumes a seamless flow of work. USA assumes there will be no work stoppages other than designated holidays and weather days. USA requests 45 days written notice if a work stoppage is necessary that is not a result of USA performance. 16. The price proposal is based on a five day work week;however, USA reserves the right to work Saturdays as necessary in the event of delays. 17. USA assumes that the utility will provide USA with adequate storage facility for all meters and meter product. 18. Pricing does include GPS collection points. 19. Pricing does not include photographs of meters. Page5of7 10 UTIIJTY SOLUTIONS OF AMERICA,INC Scope of Work, Water Meters 1. USA assumes that all installation material including water meters,transmitters, water- meter registers,meter-pit lids,valves,washers, gaskets, strainers,meter couplings and piping will be provided to USA and will be present at the time of need. 2. USA assumes it will transport and dump any necessary soil and debris removed from meter pits. 3. USA assumes a dumping site will be provided by the utility. 4. Pricing for large water meter retrofits assumes meter registers do not require removal of impeller shaft along with register. 5. USA assumes that it will only be responsible for the repair of damages caused directly by USA services. 6. USA will not be held responsible for damages occurring more than 6"on either side of the water meter,unless directly attributable to the negligence of USA installer. 7. USA will not be responsible for the repair of pre-existing conditions such as excessive rust or corrosive galvanized pipe. 8. The price proposal does not include additional labor or groundwork needed to access meters(including but not limited to the cutting,removal and replacement of asphalt, concrete or excessive roots). Pricing for such services may be provided upon request. 9. USA is not responsible for damage caused by excessive pressure(greater than 80 PSI). 10. USA assumes it will return all removed material including water meters,water meter registers,rubber washers,and meter-pit lids to a single location for sorting and removal by the utility. 11.Pricing assumes that meters are not located in confined space, as defined by OSHA. Pricing for additional labor to exchange or retrofit meters in confined space is available upon request. 12. USA assumes that new meters will be factory potted with registers and transmitters. 13.USA assumes that utility will grant permission to utilize heavy equipment to perform large meter installations if necessary. 14. USA assumes that replacement meters are the same lay and length as the meters being removed. . 15.USA assumes all curb stops are in good working condition. Page 6 of 7 ILJF C 16. Pricing does not include meter box removal. Pricing for meter box dig out,replacement or removal is$45.00 per box. USA will do any box replacement that can be done with manual excavation. If it requires mechanical excavation,it is excluded from our scope of work. 17. Pricing does not include installation of curb stops or valves. Pricing for such services is available upon request. 18. Pricing does not include material (rebar, pvc) for remote mounting transmitters in meter pits. 19. USA assumes that there are existing standard plastic type meter boxes in place. 20. USA will be"held harmless"and will not be liable to any damage incurred by performing its normal duties at an address with the electrical system grounded to the water lines. Contract/Billing 1. USA assumes there will be a force-majeure clause in the contract. 2. USA assumes there is no prevailing wage or union requirements. 3. USA assumes no retainage will be withheld from payments. 4. USA will bill for completed installs on the 15th and 30th of each month. Net 15 day pay terms. 5. USA will not be responsible for performance,payment or warranty bonds. 6. USA assumes that there are no liquidated damage penalties. Other 1. This quote is valid for 90 days. 2. USA warranties all installation services for a period of 12 months. Page 7 of 7 • REQUEST FOR PROPOSAL THE CITY OF CALLAWAY, FLORIDA, IS ACCEPTING REQUESTS FOR PROPOSALS (PROPOSAL) FOR THE ITEMS AND SERVICES LISTED IN THIS PACKAGE FOR COMPLETION OF A RADIO READ METER READING SYSTEM PROJECT. ALL METERS WILL BE REPLACED WITH SOLID STATE AMR / AMI CAPABLE WATER METERS. PROPOSALS WILL BE OPENED ON THE DATE AND AT THE TIME AND LOCATION AS INDICATED. ALL PROPOSALS WILL BE SUBJECT TO THE CONDITIONS AND SPECIFICATIONS ATTACHED HERETO AND MADE A PART OF THE INVITATION BY THIS REFERENCE. SUBMISSION OF A PROPOSAL CONSTITUTES ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS INVITATION AND THE CONDITIONS AND SPECIFICATIONS ATTACHED HERETO. THE MASTER PROJECT AGREEMENT, WITH SELECTED ATTACHMENTS, SHALL BE IN EFFECT AT THE AWARD OF THE CONTRACT FOR BEST PROPOSAL AS DETERMINED BY THE CITY. PROPOSAL OPENING DATE: Monday 9/15/2014 PROPOSAL OPENING TIME: 9:00 am PROPOSAL OPENING PLACE: City of Callaway 6601E Hwy 22 Callaway, FL 32404 PROPOSAL ITEM(s) AND SERVICES: MATERIALS AND SERVICES WILL BE AS REQUIRED IN THE'MASTER PROJECT AGREEMENT AND ITS SELECTED ATTACHMENTS. PROPOSAL REQUIREMENTS: ALL PROPOSAL RESPONSES MUST BE SUBMITTED BY THE TIME INDICATED ABOVE. EACH PROPOSER MUST USE THE ENCLOSED SUBMITTAL MATERIAL, PLACED IN A SEALED ENVELOPE CLEARLY MARKED ON THE OUTSIDE: THE ENVELOPE SHOULD BE PROPERLY ADDRESSED TO THE CITY OF CALLAWAY AND THE PROPOSERS NAME AND ADDRESS SHOULD BE INDICATED OUTSIDE THE ENVELOPE. UNSIGNED PROPOSAL RESPONSES WILL BE CONSIDERED NON- RESPONSIVE. THE CITY OF CALLAWAY RESERVES THE RIGHT TO REJECT ANY AND ALL PROPOSALS, WAIVE ALL TECHNICALITIES, AND ACCEPT THE PROPOSAL MOST AVANTAGEOUS. THE CITY SHALL DECIDE WHICH PROPOSAL IS MOST ADVANTAGEOUS BASED UPON CRITERIA ESTABLISHED BY THIS PACKAGE. INTRODUCTION 1. About the City of Callaway: The City of Callaway is located in Bay County, Florida. Currently the City of Callaway has approximately 8000 water customers. The City of Callaway wishes to solicit Proposals for a Migrate able Drive— By Radio Read System to provide meter-reading and other potential benefits to the City's utility system. The City of Callaway wishes to procure a system that has the ability to provide the following: • Hourly interval data via Radio Read system. • New replacement water meters that will increase the accuracy of the reads associated with the system. • Increased efficiency of the water system, lower operating costs, and aid in Customer Service • A Radio transmitter that shall allow migration from walk-by to drive-by to a fixed base without the need for a site visit. • A fully two-way transmission all the way to the meter transmitter, allowing for not only reading but programming of the endpoint remotely • Utilization of a Primary Licensed FCC Frequency to enable robust operation, high capacity bandwidth, and interoperability with current and future applications. • Capability for leak detection on the customer side, and help support acoustic leak detection capabilities on the distribution side • Efficient automatic meter reading that will lower the amount of fuel consumed by the system and thus lower the carbon footprint The City does not wish to purchase RF systems governed by Part 15, because of its requirement for accepting any interference received, including interference that may cause undesired operation. The City wishes to purchase a Primary FCC Licensed system in order to protect its investment in the infrastructure purchased over the equipment life cycle. GENERAL CONDITIONS. 1. Reservations: The City of Callaway, Florida, reserves the right to reject any or all RFP Responses or any part thereof and/or to waive formalities, if such action is deemed to be in the best interest of the City. However items listed as strictly enforced shall be so enforced. The City is requiring a proposal for all necessary components to acquire an AMI/AMR project. The Proposer must include all components and be willing to supply any component of the RFP which The City in its sole discretion shall award; The City will accept only those components that are deemed to be in its best interest. The City understands that product choice will affect other components (i.e. meters and registers etc.) and as such requires that all components awarded under this RFP shall be from the same Proposer. The City of Callaway reserves the right to cancel any contract, if in it's opinion, there be a failure at any time to perform adequately to the Terms and Conditions and equipment specifications outlined in this REP, or in case of any attempt to willfully impose upon the City materials or products or workmanship which are, in the opinion of the City, of unacceptable quality. Any action taken in pursuance of this stipulation shall not affect or impair any rights or claim of the City to damages for the breach of any covenants of the contract by the successful Proposer. The City also reserves the right to reject the RFP and/or any Proposer who has previously failed to perform adequately after having been awarded a prior contract. Should the successful Proposer fail to furnish any item or items, or to complete the required work included in the RFP, the City reserves the right to withdraw such items or required work from the operation of the RFP without incurring further liabilities on the part of the City thereby. All items furnished must be completely new and free from defects unless specified otherwise. No other items will be accepted under the terms and intent of the contract. Upon Award of the project the City of Callaway and Proposer shall enter into negotiations for an executable contract which shall be based on the boiler plate contract submitted by the Proposer in its response. In any areas where these General Conditions and the Conditions contained in the Executed Final Negotiated Contract and the RFP conflict, the Final Executed Negotiated Contract shall be in affect. 2. Quotations: Proposer must choose its single best solution that meets the specification for this project. Proposers must determine for themselves which solution to offer. If a Proposer should submit more than one solution, this action will result in the Proposer being deemed non-responsive and the RFP response being rejected. 3. No Deviations To Specifications Allowed: The Specifications outlined in this RFP shall be strictly enforced. No deviations will be tolerated. Any products not meeting specification will be grounds for rejection of the material and/or equipment when delivered. The City intends to hold the Proposer strictly accountable to the specifications as written. 4. Cartage. Freight& Transportation Charges: No charge will be allowed for cartage or packing unless by special agreement. Unit prices shall include freight and delivery charges to locations as specified by the City. 5. Taxes: The Proposer shall be responsible for licensing fees for contractors associated with work being performed in the City of Callaway. 6. Warranty: All equipment, accessories, and component parts shall be guaranteed by the Proposer to be free of defects in workmanship and design and to operate as specified and intended. The manufacturer's standard warranty or a minimum one year warranty, whichever is greater, shall be given to the City at time of acceptance. The effective date of the warranty shall be the date of acceptable delivery by the City. Minimum equipment shall meet or exceed outlined parameters. COPIES OF THE MANUFACTURER'S WARRANTY SHALL BE INCLUDED WITH EACH RESPONSE. If, within the guarantee period, any defect or signs of deterioration are noted, which, in the opinion of the City, are due to faulty design and installation, workmanship, or materials, upon notification, the successful Proposer, at their expense, shall repair or adjust the equipment or parts to correct the condition, or they shall replace the part or entire unit to the complete satisfaction of the City. These repairs, replacements or adjustments shall be made only at such time as will be designated by the City as least detrimental to the operation of the business. Any part which fails to meet the warranty shall be replaced free of charge for materials, handling, or shipping charges. Proposer must be the factory authorized distributor capable of processing warranty claims. 7. Collusion: The Proposer, by affixing their signature to the RFP, agrees to the following: Proposer certifies that the proposal is made without any previous understanding, agreement or connection with any person, firm or corporation making a proposal for the same items, and is in all respects fair, without side control, collusion, fraud or otherwise illegal action. 8. Interpretation: Should any Proposer have any questions as to the intent or meaning of any part of this RFP, he should contact the City in time to receive a written reply before submitting his response. 9. Errors In Proposals: Proposers or their authorized representatives are expected to fully inform themselves as to the conditions, requirements, and specifications before submitting their response. Failure to do so will be at the Proposers own risk and cannot secure relief on the plea of error. Neither law nor regulations make allowances for errors by either omission or commission on part of the Proposer. In case of error in extensions or price in the bid, the unit price shall govern. It shall be the responsibility of the Proposer to make sure that his response arrives at the proper place and time as required in the RFP. The City takes no responsibility for response mailed to the wrong place, or for response received late due to error or delay caused by the Postal Service. The Proposer should allow himself ample time and opportunity when hand carrying a response to the proper place, so that the response will be received on time. 10. Federal And State Laws: All items (equipment, products, accessories, and services) supplied by the Proposer shall comply with all Federal and State standards, applicable and effective on the date of acceptance. All items must meet or exceed all existing Federal, State, and Local health, safety, lighting, emissions, and noise standards. 11. Service Manuals: The successful Proposer shall supply the City of Callaway with two copies of the operation and service manual. 12. Title Papers: All title papers shall be made out to the City of Callaway and delivered to the City Manager or his authorized representative. 13. Service after the sale: Proposers shall list the name and address of the nearest authorized service location. Proposers must provide service phone number and describe the hours of operation. 14. Equipment Specifications: Proposed equipment must meet the specifications and guidelines. 15. Qualified Proposers Only: It is the intention of the City to value service components after the sale as due and valuable consideration in this RFP. As a provision of this requirement all Proposers shall meet the minimum requirements as follows: A. Proposer must be the factory authorized distributor for the AMI/AMR system proposed and be capable of processing the warranty claims for the City of Callaway. Proposer must submit evidence of their compliance with this section in their response. All provisions of Section 15 shall be strictly enforced. 16. Ongoing Service Requirements: Proposer must provide a detailed service plan for the ongoing AMI/AMR solution. Service plan must detail options for providing service & technical support and meter inventory over the product usage period. 17. The evaluation of this proposal will be based on accordance of specification and quality products along with overall system cost. 18. Rights of parties: The City of Callaway retains the right to award or not award the contract or any portion herein to the party most qualified in the City's sole discretion. Responding firms shall have the right to withdraw their response in the event that selection is not made within 30 days or final contracts are not negotiated. In this event the City will have the right to choose from other subcontractors or re-list the work as proscribed. 19. Infrastructure Requirements: The City desires to minimize the amount of time to collect meter reading data, as well as reduce inventory and maintenance requirements. The Proposed system must have the ability to migrate from a walk-by or drive-by system to a fixed base system without the requirement for a field visit. The proposed system must have an option for on-going maintenance program. Because the City of Callaway wishes to ensure the performance of its system over its useful life and minimize interference issues the proposed Product must utilize a licensed Primary FCC frequency: Proposer must submit evidence of the FCC License within its bid response. Failure to comply with this provision shall result in an automatic disqualification of the Proposer's Response. 20. System Maintenance And Support: In addition to warranty periods, proposers are required to supply information and pricing on maintenance programs beyond the warranty period for both hardware and software. Features of those programs shall also be included with any additional charges such as hourly rate for on -site and/or remote support. The location of and procedures for obtaining such support shall be stated. • All upgrades for equipment manufacturers licensed software. • Remote diagnostics provided by qualified technical personnel. The City of Callaway will provide high speed remote access to the servers for this service. The City shall be responsible for any costs associated with the installation and ongoing recurring costs to operate remote access. • Provide Technical support. • Provide Two day (2) business day response time — Proposer or Equipment Manufacturer will dispatch personnel to Collector site to perform on site analysis. Manufacturer's personnel will be dispatched after the City has first consulted with Manufacturers representative and has completed primary troubleshooting procedures to correct the problem. • Must Provide Loaner Equipment to be shipped within 48 hours after Manufacturers technical personnel have been dispatched to the site and have determined that loaner equipment is required to resolve the problem. 21. Proven System: The Proposed Radio Read technology manufacturer must have produced a Radio Read System that has been in commercial use for a minimum of five years and must have no less than 5 similar size system references in the state of Florida. The City of Callaway wishes to purchase only proven systems and as such does not wish to purchase systems which fail to meet the requirements listed above. As Such the requirements of this section shall be strictly enforced. Failure to comply with this section shall result in the immediate disqualification of Proposers Response. 22. Contract: Proposer must submit their boilerplate contract to the City outlining the terms and conditions of their bid. Once the Project has been awarded it is the intention of the City to negotiate a final contract with the Proposer based on his submitted boiler plate contract. 23. Insurance Requirements: (a) During the delivery and support portion Proposer shall maintain and shall assure that its subcontractors maintain insurance as follows: (1) Worker compensation insurance (or self-insurance) in accordance with applicable law; (2) Comprehensive general liability insurance in an amount of at least $1,500,000 per occurrence; and (3) Motor vehicle liability insurance in an amount at lest equal to $1,500,000 for each accident. Such coverage may be provided under primary and excess policies. At the request of City, the Proposer shall provide or cause its subcontractor to provide to the City a certificate of insurance with respect to such policies. METER SYSTEM/SPECIFICATIONS MATERIALS (and Equipment) Water Meter Specifications: 5/8"X3/4". 3/4" and 1" Sizes Type Solid state, battery operated electromagnetic flow measurement system with a hermetically sealed, glass covered, electronic register with a programmable 9-digit display. Conformance to Standards Must conform to American Water Works Standard C-700 and C-710 as most recently revised with respect to accuracy and pressure loss requirements, or other appropriate American Water Works Standard. Must be compliant with ANSI/NSF Standard 61 Annex G. Register The register must be an electronic device encapsulated in glass with 9 programmable digits utilizing a liquid crystal display (LCD). It will have indicators for flow direction, empty pipe, battery life and unit of measurement. The register must be hermetically sealed with a heat tempered glass cover and be tamper-resistant. The register shall not be removable from the measuring sensor. The register shall utilize a magnetic coupling technology to connect to a touch read, radio read or fixed base meter reading system in either an inside or pit set installation. Measuring Element The measuring element shall be made of a non-corrosive, lead-free glass fiber reinforced, PPS (polyphenylene sulfide) based resin. A battery powered magnetic flow sensor utilizing silver/silver chloride electrodes will be utilized to measure the velocity of the water which is linearly proportional to the volume. The measuring element will have no moving parts and will be specific for each size. External Housing The register and measuring element will be an integrated unit housed within a thermal plastic external casing. This integrated unit will not be removable from the external housing. The systems shall have the size and direction of water flow through the system imprinted on the external housing. Performance The meter assembly shall have performance capability of continuous operation up to the rated maximum flows as listed below without affecting long-term accuracy or causing any undue component wear. Maximum head loss through the meter / strainer assembly shall not exceed those listed in the following table per meter size. The meter must be warranted to perform to the accuracy levels set forth below for twenty (20) years from the date of shipment. Minimum Operating Characteristics Alec ° $ $ ID re 1 $ . X13 ``�,- ., a�nt F�;d. � �-. .."o i•.,.-,;r -n. � . ity0C k' . "` 5/8" x 3/4" 0.03 GPM 0.11 — 35 2.0 PSI @ 15 200 PSI GPM GPM 3/4" 0.03 GPM 0.11 — 35 2.0 PSI @ 15 200 PSI GPM GPM 1" 0.11 GPM 0.4— 55 GPM 2.0 PSI @ 25 200 PSI GPM Pressure Capability System shall operate up to a working pressure of 200 pounds per square inch (psi), without leakage or damage to any parts. The accuracy shall not be affected by variation of pressure up to 200 psi. Advanced Reporting The system must be capable of having at the minimum the following reporting capabilities: • Programmable leak detection • Programmable reverse flow detection • Empty pipe alarm • Tamper alarm Programmable data logging capability must include: • Peak flows and volumes within intervals • Minimum of 5,000 data points • Intervals must be programmable from 15 minutes to daily Alarms must be logged including date and time of event. Logs must be downloadable. Performance Warranties In evaluating bid submittals, warranty coverage will be considered. All bidders are required to submit their most current nationally published warranty statements for water meter main cases, registers and measuring chambers. Shipment Verification A statistically controlled sample of each shipment will be tested by the utility to insure each shipment meets the utility performance and materials specifications. 1-1/2". 2". 3". 4", and 6" Sizes Scope These specifications set forth the minimum acceptable design criteria and performance requirements for cold water meters including the following potential service applications and general considerations: • Intended where a wide flow range is anticipated • Measurement of water usage for critical billing applications • Measurement intended for typical commercial and industrial applications requiring lower flow sensitivities • Measurement of constant low to medium flows up to high flow usage Conformance to Standards The meter package shall meet or exceed all requirements of ANSI/AWWA Standard C701 and C702. Each meter assembly shall be performance tested to ensure compliance. Main cases The meter main case shall be of epoxy coated ductile iron composition. The epoxy coating shall be provided as standard fusion-bonded and adhere to NSF for non-lead regulation compliance. Performance The meter assembly shall have performance capability of continuous operation up to the rated maximum flows as listed below without affecting long-term accuracy or causing any undue component wear. The meter assembly shall also provide a 25% flow capacity in excess of the maximum flows listed for intermittent flow demands. Maximum head loss through the meter/ strainer assembly shall not exceed those listed in the following table per meter size. Minimum Operating Characteristics 9.r*1 e 14 O . _ ,!`:.'!ftki, '1 Li+)�, 1 k j 1-1/2" 0.25 GPM 0.5— 160 200 GPM 6.9 PSI @ GPM 160 GPM 2" 0.25 GPM 0.5— 160 200 GPM 4.3 PSI @ GPM 160 GPM 3" 0.5 GPM 1.0—400 500 GPM 3.2 PSI @ GPM 400 GPM 4" 0.75 GPM 1.5 — 800 1000 GPM 6.4 PSI GPM @800GPM 6" 1.5 GPM 3.0 — 1600 2000 GPM 5.5 @ 1600 GPM GPM 8" 2.5 GPM 4.0— 2700 3400 GPM 4.0 @ 2700 GPM GPM Measuring Chamber The measuring chamber shall consist of a measuring element, removable housing, and all- electronic register. The measuring element shall be mounted on a horizontal, stationary stainless steel shaft with sleeve bearings and be essentially weightless in water. The measuring chamber shall be capable of operating within the above listed accuracy limits without calibration when transferred from one main case to another of the same size. The measuring shall be so configured to capture all flows as specified above, without the requirement of an automatic valve. Direct Magnetic Drive System The direct magnetic drive shall occur between the motion of the measuring element blade position and the electronic register. The direct drive system is designed to extend service life, enhance low flow sensitivity and provide extended flow capacity and overall accuracy of the meter assembly. Any and all additional intermediate, magnetic or mechanical, drive couplings are not acceptable. Electronic Register The meter's register is all-electronic and does not contain any mechanical gearing to display flow and accurate totalization. The electronic register includes the following partial list of features: • AMI/AMR resolution units fully programmable • Pulse output frequency fully programmable • Integral data logging capability • Integral electronically resettable accuracy testing feature • Large, easy-to-read LCD display • 10-year battery life guarantee Maximum Operating Pressure The meter assembly shall operate properly without leakage, damage, or malfunction up to a maximum working pressure of 200 pounds per square inch (psig). Strainers The meter strainer shall be integral and cast as part of the meter's main case. The strainer's screen shall have a minimum net open area of at least two (2) times the pipe opening and be a V-shaped configuration for the purpose of maintaining a full unobstructed flow pattern. The strainer body shall be a coated ductile iron fusion-bonded epoxy identical to that of the meter's main case. All fasteners shall be stainless steel capable of maintaining the following static pressure ratings and physical dimensions: Meter Size Maximum Centerline to Overall Length Operating Strainer Base (Not to Exceed) Pressure 1-1/2" 200 PSIG 2-5/16" 13" 2" 200 PSIG 2-5/16" 15-1/4" or 17" 3" 200 PSIG 4-1/8" 17" or 19" 4" 200 PSIG 4-3/4" 19" or 23" 6" 200 PSIG 5-3/4" 24" or 27" 8" 200 PSIG 6-3/4" 30-1/8" Straightening Vanes A straightening vane assembly is mandatory and shall be positioned directly upstream of the measuring element. The straightening vane assembly shall be an integral component of the measuring chamber. Connections Flanges for the 1-1/2" and 2" size meter assemblies shall be of the 2-bolt oval flange configuration. The 3", 4" and 6" size meter assemblies shall have flanges of the Class 125 round type, flat faced and shall conform to ANSI B16.1 for specified diameter, drilling and thickness. Certifications and Markings All sizes of meter packages shall display the sizes, model, manufacturer name, and direction of flow. Such display shall be cast on the side of the meter main case. Guarantee and Maintenance Program Meters shall be guaranteed against defects in material and workmanship for a period of one (1) year from date of shipment. In addition, the meter supplier shall submit nationally published literature clearly outlining its factory maintenance program and current price schedule covering complete measuring chamber exchange. RADIO READ SYSTEM SPECIFICATIONS Scope of Work The City of Callaway issues this document for the purpose of identifying the specific feature requirements for an AMI/AMR System. The AMI/AMR solution must be capable of meeting the data collection needs of the utility now and in the future for a specified area. The scope of work involves, but is not limited to, providing and installing an AMI/AMR System which includes software, hardware, and all necessary training and installation support. All components (meters, meter transceiver and collectors) of the proposed system must be provided by the same company. System Overview The communication from the collector to the Meter Transceivers must utilize a primary licensed FCC Narrow Band two-way frequency. The System must be capable of migration from mobile to fixed base AMI/AMR (water meters) and shall allow data collection (manual, mobile RF, and/or fixed base) to operate together seamlessly in a mixed system that utilizes the same technology with a common interface to the Utility's CIS. The System shall provide a secondary means of reading meters equipped with a Smart Point via a handheld device equipped with an RF transceiver. The AMI/AMR System must be designed to provide coverage for all meters located within the specific utility territory to collect data. During the programming initialization, the system should provide the ability to identify successful transmission and allow the installer the ability to verify transmission success while at the installation site. The data collection devices should incorporate a store-and forward redundancy feature and should transmit the data to the back end system immediately upon receipt. Specific reports should be automated to inform the end user when alarm conditions occur or insufficient data has been collected from specific accounts and or regions. The system will also provide the ability to incorporate mapping capabilities for proactive maintenance and analyzing purposes. The system will also be capable of incorporating advanced features such as SCADA applications for lift stations, well houses, and sampling stations and street light control systems. VEHICLE BASED MOBILE METER READING SYSTEM A. General: 1. Furnish complete radio based mobile meter reading system including but not limited to base station unit, laptop computer, GPS Receiver, connecting cables, and antenna. 2. A portable radio-based device used for the acquisition of data from utility meters and other field-based diagnostic instruments. Compact and portable, allowing it to be used in a vehicle providing 12-volt DC power. Meter data is collected as the vehicle travels within proximity to the selected meters. 3. The VGB sends an alert signal to the meter Smart Point or ancillary device. Upon receipt of the alert, the Smart Point responds by transmitting its most recent reading. Once received, the Smart Point returns to a low-power listening mode. The operator has the option of directing the VGB to signal all endpoints within range (blind reading mode), or to select endpoints (geographic reading mode). B. Furnish VGB in a metal case with folding handles. Furnish Laptop Computer, USB Cables, and magnetic mount antenna. C. Power: 12-volt DCDC adapter through VGB (with battery backup, computer only) D. Communications: 904-902 Mhz E. Memory: Non-Volatile F. FCC Licensing: In accordance with FCC CFR47, Part 24C, Part 101C, Part 15. G. GPS Mapping Module 1. Model: Sensus AutoVU or equivalent 2. Furnish and install a graphic on-screen mapping module for use with the vehicle based mobile reading system. 3. Provides GPS based mapping interface to graphically depict the location of each meter along a meter reading route and instantly verify each reading 4. Uses precise locating and mapping technology made possible by existing low earth orbiting Global Positioning Satellites (GPS) 5. Meter locations along each meter reading route can be optionally set by the utility to change color or disappear from screen as each meter reading is successfully collected by the Radio Based Mobile Reading System (VGB). 6. The on-screen map automatically shifts position when used with the GPS System, keeping the meter reading vehicle location "positioned" on the map as it travels along the meter reading route 7. Provides ability to include map layers - i.e., water, street names, etc. when the maps are displayed. 8. On-screen instant reading verification 9. Alerts the meter reader of"high" and "low" reading limit discrepancies and MXU low battery signals 10. Non-radio equipped meters can be depicted on the digital route maps to alert the VGB user that manual or special readings are required at specified locations 11. Reading route statistics are saved and displayed as the routes are loaded and being read. H. Automatic Meter Reading Software Customer Support Program 1. Owner shall be enrolled in the program with purchase of Automatic Meter Reading Software. Cost of first year's enrollment in the program shall be included in the cost of the Automatic Meter Reading Software. 2. Automatic Meter Reading Software Customer Support Program shall include the following services. a. Unlimited and priority handling of telephone service support from the AMR Services Group located in Uniontown, PA. b. Priority status for customers needing hardware support and loaner meter reading equipment. c. Yearly software upgrades: These will include updates for the AutoRead System software and, if applicable, the VXU STRIPES/AutoVu operating software. d. Preferred pricing on software upgrades to higher level AMR software modules. e. Optional training at Sensus Uniontown. Customer can schedule additional training sessions at Sensus to be trained by Sensus AMR Services Group on the operation of the AutoRead system software. Customer will pay for transportation and lodging in Uniontown, but there will not be labor or service charges for the additional training. Equivalent training will be considered. 3. Information pertaining to annual customer user conference. I. Model: Sensus Vehicle Gateway Base Station (VGB) or equivalent AUTOMATIC METER READING SOFTWARE A. General: 1.The meter reading operating software shall operate on a Microsoft Windows (NT 4.0 or higher, 2000, or XP — Professional) compatible personal computer. It shall be menu driven using pull-down menus for ease of use and tracking of operating steps. Manufacturer shall supply minimum computer requirements for software operation. 2. The operating software shall be a basic package and require no customization on the part of the utility. 3. Software displays shall be in color. a. The software shall be able to integrate with the utility's billing software whether the billing software be on a personal computer or a mainframe computer. The software shall have the capability of accepting an input file from the billing software consisting of meter reading route data. In turn, the software shall provide the billing software an export file consisting of meter reading data from the most currently read meter route. The utility shall be able to configure the operating software to match the file transfer requirements of the billing software for both the input and export files. b. The software shall provide the utility the option of loading meter route information to the meter reading devices. This information would include but not be limited to things such as: customer name and address; previous reading(s); meter location information; and warnings of things of caution on the route. Manufacturer shall supply a list of any required route information needed by the meter reading operating software. c. The software shall include operator error and warning indicators built-in to the software in case of operator error. d. The software shall provide the capability of taking surveys using alpha-numeric and yes/no responses. Also, the ability to review and analyze the routes in use for system troubleshooting. e. The software will include a means of loading a set of utility defined notes for the meter reader to use with a hand-held device. The note code field shall include the capability of using up to a five-digit note code. In addition, the software shall accept not only pre-defined digital note codes, but also alphanumeric notes. f. The software shall provide the capability to split routes and combine split routes with other routes. g. The software shall have the capability of using utility provided high/low reading limits within the reading system being used. These limits would be included in the meter reading route as high/low reading checks during actual meter reading. h. The software, depending on the meter reading system selected, shall be able to load programming software if required by the system in use. The programming software shall be integrated into the software and be of the same operating configuration as the base system. 4. When using a hand-held system, the software shall be able to communicate with any hand-held device in the system and inform the operator of the applications software currently in use without interfering with the integrity of the hand-held data. 13. The software shall include capability to produce backup disks. This function can be done either manually by the operator or include an automatic backup feature. 5. Online help assistance shall be provided. B. Reports 1. The software shall include management reports for any of the meter reading systems used in conjunction with the software. The reports shall be selectable by the utility. The required reports include but need not be limited to the following: a master route report; non route report; non read report; route note report; high/ low reading exception report; manual read exception report; multiple read exception report; question survey report; marked location; register malfunction. A customized report creator is available through a report design tool. C. Software Integration 1. The software shall have the capability to integrate more than one type of meter reading system into one package. This may include a hand-held system, radio system, and/or a phone based meter reading system. It shall do so easily without the need to alter route file information or interfere with the operation of each system. If using a hand-held system, the software shall provide bi-directional communications from the computer to communications/charging stands that connect to hand-held meter reading devices. The software must be suitable for use by a non-technical operator. Training And Support The proposer must support new and ongoing training sessions and material that relates to the operation and maintenance of the system. Proposer will provide a detailed schedule of training options and also perform on-site training sessions for various employees of the utility. The proposer proposal must also include other remote training alternatives for new and existing employees. The proposer must also support a user's conference/Forum in which users of the system have the ability to provide feedback for new products and best practices. Support Services The proposer shall have a fully trained Technical Support Department. The utility must have access to technical questions thru a telephone based support desk. The trained technicians should be capable of answering and responding to various requests such as, but not limited to: • Hardware, operational maintenance questions and problems. • Software operational questions and problems. • Assisting customer with configuring reports • Assisting with software updates • Troubleshooting hardware issues • Providing on-site training or evaluation as needed. The Help Desk must be available weekdays between 8:00 a.m. and 5:00 p.m. EST with after-hours numbers available as needed. Installation And Training The proposer will provide a complete set of installation and operating instructions for all the components of the system. Onsite training by authorized proposer personnel or their representatives must be provided. The proposer must also arrange a pre-deployment meeting to identify the critical path items for installation and training needs Warranties In evaluating bid submittals, warranty coverage will be considered. The Proposer shall be required to state its warranty and/or guarantee policy with respect to each item of proposed equipment. The procedure for submitting warranty claims must also be provided. As a minimum, the Meter Transceiver must have a twenty (20) year warranty and the Data Collector shall be warranted for one (1) year from date of shipment for defects in material and workmanship. System Maintenance And Support In addition to warranty periods, Proposers are required to supply information on required or optional maintenance programs beyond the warranty period for both hardware and software. The location of and procedures for obtaining such support shall be stated. A toll-free Help Desk number must be provided for system support. Proposer Qualifications The qualified Proposer will have a minimum of thirty (30) years experience with meter reading systems. The selected Proposer shall be thoroughly versed in encoder meter and radio frequency AMI/AMR technology and be a major supplier in the marketplace. The proposed system shall be manufactured and maintained by the selected Proposer. METER TRANSCEIVER: Locations inside meter pits. 1. General: a. Meter mounted installation interfacing the utility meter to the radio read system. b. Meter radio transmitter shall be capable withstanding indefinite full water submersion without loss of function. c. Furnish Dual Port Meter Radio Transmitters for use with Compound Water Meters. d. Furnish Meter Radio Transmitters for use with 3-wire cable. e. The meter radio transmitter shall receive input from the meter register and store up to 35 days of hourly usage data, while awaiting an interrogation signal from a reading device. When a reading request signal issued by a radio reading device, the meter transmitter transmits the most recently stored reading, the meter identification number and any alarms. Detailed hourly usage can be withdrawn from the device using a Hand-Held reading unit. f. The meter radio transmitter broadcasts at two watts (minimum) of power on FCC primary licensed, exclusive-use (unshared) radio spectrum. g. The meter radio transmitter shall be capable of obtains hourly readings and can monitoring continuous flow over a programmable period of time, alerting the meter reader to potential leak situations. The meter radio transmitter shall be capable of storing up to 840 consumption intervals (35 days of hourly consumption) 2. Frequency Range: a. 900— 950 MHz, 8000 channels X 6.25 kHz steps 3. Modulation: a. Proprietary Narrow Band 4. Memory: a. Non-Volatile 5. Power: a. Lithium Thionyl Chloride batteries in conjunction with a hybrid layer capacitor (HLC) 6. Regulatory Approvals: 7. FCC CFR 47: Part 90, Part 24D, Part 101C, Part 15 Licensed operation 8. Operating Temperature: -22 F to 185 F 9. Model: Radio Read 520M Smart Point C. At existing Sensus Touch Coupler transmitters or equivalent 1. Furnish Sensus Touch Coupler Spacer or equivalent, Touchpad Cover, and other materials, accessories, appurtenances, etc. recommended by the Manufactory to install meter radio transmitter over existing Sensus Touch Coupler transmitter or equivalent. HANDHELD DEVICE/PROGRAMMER A. Model: AR5501 B. General: 1. Furnish one Handheld Device/Programmer for exclusive use by the Owner. Contactor and Manufacturer use of Owner's Handheld Device/Programmer is prohibited. 2. Hand-held electronic meter reading collection and data storage device for manual, Touch Read System, and Radio Read meter reading and programmer for Sensus Smart Points and ICE registers or equivalent.. The AR5500 series HHDs are designed for collecting meter readings as well as programming Radio Read MXUs, Flex Net Smart Points, and ICE registers. 3. The HHD interfaces to a personal computer [PC] through a communications / charging stand used for uploading pre-programmed meter reading route information. 4. The HHD is housed in a weather-resistant, high impact, UV-stabilized plastic. Surface-mounted circuitry in the specially designed, watertight case allows the HHD to be used in rugged field conditions over a wide range of temperatures. 5. A backlight feature provides illumination to the LCD for convenience in data entry and ease of reading data in areas with insufficient lighting. C. Case material molded of high impact, UV-stabilized plastic. Orange colors standard. Reading device/ programmer connection built in. Carrying harness included. D. Operating System Microsoft Windows Mobile 6 Microprocessor: Intel XScale® processor, 624 MHz Operating Memory: 128 MB SDRAM Data Storage Memory: 1GB E. Keypad: Alpha and numeric. Large keys can be operated while wearing gloves F. Display backlit color led screen: display meter reading information, route information from hand-held, and any additional system information. G. Power supply: lithium ion batteries, field replaceable battery packs maintain functionality of up to 1,500 touch type or radio reads (ar5002 only) readings for at least 12 hours H. Operating Temperature: -22° f to 130° f(-30° to 54° c). I. Housing tested to withstand being dropped on any surface from a 4 foot height without damage. Tested to mil-std 810f and ip67 for waterproof, dustproof, and shockproof (drop) standards. K. Communications / Charging stand: holds one hhd per stand. Microprocessor controlled. Load/unload speed: 115k baud communications interface: serial rs 232c Bluetooth®class I approved certifications: fcc class b, ce, rotts compliant, en60950 L. Model: Sensus AR5502 or equivalent. COMMANDLINK COMMUNICATIONS DEVICE A. General: 1. Furnish one CommandLink for exclusive use by the Owner. Contactor and Manufacturer use of Owner's Command Link is prohibited. 2. Commandlink shall provide a wireless interface that allows utility personnel to access a complete suite of functional controls within a water meter SmartPoint. The Bluetooth-enabled CommandLink directs the SmartPoint's activation, programming, and diagnostic settings as well as performing on-demand interrogation of the device. 3. Furnish unit compatible for use with Windows Mobile6, USB Interface, and Bluetooth. 4. CommandLink shall be capable of communicating with any Hand-Held Device (HHD) enabled with Bluetooth technology, Windows Mobile 6 GPS and 50 MB of available memory as well as laptop computers with Windows XP or Windows Vista, Bluetooth technology and GPS. 5. Battery Capacity to program up to 250 SmartPoint's over a two-day period on a single charge. B. Programming: 1. CommandLink System Software includes a simple programmer for ad hoc programming and a route programmer for more structured programming. 2. CommandLink will automatically connect to the HHD or Laptop Computer via Bluetooth wireless technology, allowing personnel to communicate with the SmartPoint and begin the programming process. C. Batteries: 1. Three (3) "AA" rechargeable or Energizer brand disposable NH-15AA 2. Batteries shall be replaceable. 3. Furnish AC and DC Chargers 4. Charge Time: Approximately 4 hours D. Indicators: LED; power, Bluetooth communication, charging E. Firmware: Upgradable via Bluetooth interface F. RF Communication: 1. Unit shall comply with FCC Part 15, FCC Part 15 Class B . 2. Furnish Unit with Bluetooth Class 1 G. Model Sensus CommandLink or Equivalent Operation Specifications • The supplying proposer shall be the sole manufacturer of the different elements comprising the system which include the Meter Transceivers, Collection devices, programmers and software. • The System shall operate on a primary licensed FCC frequency within the 900-950 MHz band and operate within FCC CFR 47: Part 90 regulations for this band. • The Meter Transceiver shall be configurable via "over-the-air" communications. • Power shall be supplied to the Meter Transceiver by a lithium battery and a capacitor. The Proposer shall warrant that any battery provided and installed in the Meter Transceivers by the Proposer shall be free of manufacture and design defects for a period of twenty (20) years - the first ten (10) years from the date of shipment from factory will be warranted for full replacement cost, and the second ten (10) years will be warranted on a prorated basis, as long as the Meter Transceiver is working under the environmental and meter reading conditions specified. • The Meter Transceiver must allow for the option of a field-replaceable battery and be designed for minimum twenty (20) years life expectancy. • The Meter Transceivers must be capable of reading two encoder registers at one time. • The Meter Transceiver shall transmit up to six times per day under normal transmission conditions without impacting the battery life. The Meter Transceiver shall have the ability for time synchronization. • The Meter Transceiver programmer should have the ability to place the Meter Transceiver into the optimum transmission mode during programming. • In addition, if the Meter Transceiver is configured in hourly usage, the Meter Transceiver shall provide the current meter reading and a data packet with hourly historical data. • Each Meter Transceiver shall provide a unique preprogrammed eight digit identification ID number. Each Meter Transceiver shall be labeled with the ID number in both numeric and bar code form. The label shall also display FCC approval information, manufacturer's designation, and date of manufacture. • The Meter Transceiver shall transmit the encoder meter reading and a unique 8 digit Meter Transceiver ID number. • Tamper- If wiring between the Meter Transceiver and encoder register has been disconnected / cut, a "non-reading" shall be transmitted indicating wire tamper. The System should have the ability to validate that the installation is successful at the installation site. The system shall also provide for the provision to interrogate the Meter Transceiver to extract a reading that will be displayed on the programmer. The installation tool shall display the Meter Transceiver ID number, valid meter reading and the signal strength (SNR = Signal to Noise Ratio) of the communication between the Meter Transceiver and Data Collector. • The Meter Transceiver shall have the capability of sending alarms for leak, tamper, and backflow when connected to an absolute encoder register and reading data from a distribution line leak detection device. Installation of Units/Meter Vendor is to supply a price per unit/size for meter/mtu installations. City of Callaway will supply all needed parts for said installations, installations are to be done by certified/licensed contractor, City of Callaway retains all used/removed meters and parts are sole property of the City of Callaway. Financing The City of Callaway is requesting that vendors provide financing sources (loans, lease-to- own, etc.) for the purchase and installation of the meters and meter reading system. Financing of the meter replacement project will be optional to the City. The City of Callaway requests that the vendors supply information on the types of loans, rates, amount authorized, etc. in the event the City chooses to finance all or a portion of the project. GOALS FOR THIS PROJECT The Goal for this project is to provide equipment to the City of Callaway in order to support a Radio Read Meter Reading System. The items listed in the table below are fixed quantities Unit Radio Read System Description Quantity price Amount Water Meters 5/8X3/4"Water Meter w/Encoded Register 100 $118.50 $11850.00 1"Water Meter w/Encoded Register 5 $178.00 $890.00 1.5" Compound Meter w/Encoded Register 0 $0 $0 2"Turbo Meter w/Encoded Register 2 $897.00 $1794.00 2"Compound Meter w/Encoded Register 2 $1274.20 $2548.40 3"Turbo Meter w/Encoded Register only 0 $0 $0 4"Compound Meter w/Encoded Register only 1 $2803.00 $2803.0 Radio Read System Vehicle Drive By Collection Unit 1 $0 $0 Meter Reading Software 1 $0 $0 Handheld Device 1 $0 $0 Single Port Transmitter for above listed meters 100 $125.00 $12500.00 Dual Port Transmitter for above listed meters 50 $152.00 $7600.00 City of Callaway Public Works Bid Sheet Project: Radio Read Meter Reading System Company Submitting Response Address of Proposer Signature: Signature of Proposer by signing above Proposer acknowledges that they have the authority to sign on behalf the company responding. Estimated Start Date of Contract Estimated End Date of Contract Total Project Bid Price $ Bid Price is good 90 days from bid opening. CITY OF PUNTA GORDA, FLORIDA PHONE: (941) 575-3348 PROCUREMENT DIVISION FAX: (941) 575-3340 326 West Marion Avenue Punta Gorda, Florida, 33950 March 19, 2012 HD Supply Waterworks, LTD Attn: Susan Helms RE: AGREEMENT RENEWAL — N06177 } The above Agreement has been renewed for the allowed five (5) year renewal period. The dates of the renewal are March 21, 2012 — March 20, 2017. This Agreement will be reviewed annually by the City and determination will be made to continue or cancel the remainder of the Agreement. Thank you for your service to the City of Punta Gorda. CITY OF PUNTA GORDA /s/ Marian H. Pace, CPPO, CPPB, FCCM Procurement Manager w� C . • *CP ef PARTICIPATING ADDENDUM FOR STRATEGIC AGREEMENT—UTILITY MATERIALS CA.)-13-OP Befwo I Oa 0 ee, and HD Sa:o UPPLY WATERWORKS,LTD. This Pardpipadng Addendum,fatly executed,will add -fhe or'pr�Cr as a Participating Entity to from the City of Punta Gorda's Agreement N061 1tTT'ILMATO506 with HD Supply Waterworks,LTD. • Scope: This addendum covers the Utility Materials purchases for Governmental Agencies. Primary Q,ntact: The primary Entity contact for this Participating Addendum is as follows: Comet: Charles K. Sm'-+-1-)1 PE. Governmental Entity: G'+y aF O2oee Aar: J BOO iTb. Mims Road ciy.state, : OCoeei FL 34'701-400i Pl+oae: LOr1-906-31sq False yo►?-809 -� � Etna: cam;-}-h€d.o:.Oee.-R.us This Participating Addendum and the CITY's Agreement,N06177/JTILMATOS06,(administered by the City Punta tloria)together with its e>thibits,and amendments,sot forth the entire agreement between the parties . respect to he subject matter of af.previovs communications,representations or agreements,whether oral or written,with respect to the subject matter hereof. Terms and conditions iaoomdstah with,contrary or in ., ,, ,• to the term and conditions of this Participating Addendum and the CITY'S Agreement,together with its exhi• • shall not be added to or incorporated into this Addendum or the CITY':Agreement and its exhibits and aatendmeait,by any subsequent purchase order or otherwise,and any such attempts to add or incorporate such terms and dons we hereby re sled. The terms and conditions of this Addendum and the CITY': _.4. • and its exhibits and amendments shall prevail end govern in the case of ae y such inoonsiste d or additional • It is uadertood and agreed that each Entity will place his own orders,be invoiced by the Supplier and make its own payments to the Supplier in accordance with the City's. It is also hereby mutually understood and agreed that the Cry►of Punts Gorda is not a legally bound party to any contractual agreement made between the SUPPLIEt and Participating Entity other than the City of Puma Cicada. IN wriwasS WHEREOF,the parties have executed this Addendum as of the date of execution by both parts- below. Panic b+B 814: 11 er • , By______________ Name'5. 1hstenaci Name: Ste, A. Ear;A3. Tide: . )kQ.J„tcr Title: nxre,x* I aar.r. Date: tc 15/i O • CITY )F PUNTA c • A-APPROV • . -**, i/ '/b Name IF Signature Date PARTICIPATION IS NOT VALID Wr171OUT A FULLY EXECUTED ADDENDUM APP Ca* , CITY OF PUNTA GORDA, FLORIDA • 4/rS% PHONE; (941)575-3348 PROCUREMENT DIVISI I N FAX: (941)575-3340 326 West Marion Avenue Punta Gorda,Florida,33950 March 23, 2007 H D SupplyWatenswrks,Ltd. 4750 Laredo Avenue Fort Myers,FL 33905 Attention:Jack Butler and Bruce Berry RE: NOTICE OF AWARD-ITN*N06177NTILMAT0607 UTILITY MATERIALS STRATEGIC PARTNERSHIP Dear M.Butler and hut.Berry, • The City o Punta Gorda Is pleased to award the reference ITN for the Utility Materials Strategic Pa • p to H D Supply Waterworks,LTD of Fort Myers,Florida. The agreement also included various services to the City of Punta Gorda,City of North Port,City of Ms • Island and Charlotte County Below I.a listing of servioss to be provided to all participating entities: • The SUPPLIER shall maintain the capablfttyof specific stock storing and Inventory locations within a• • mile radius piths Entity. • The SUPPLIER shaft maintain ample quantities of contracted stock to support the EntItys utility. • .. ,• The SUPPLIER shall be responsible to hold and furnish safety stook inventory program for the Entity their local facility,to enable quick delivery on an as needed basis. • The SUPPLIER shall assist the Entity in conducting an inventory of existing supplies and establish a data base'of commonly used items In support of the Warehouse and Utility Division's maintenance and • . r needs • SUPP PER shall maintain a system to order and furnish utility maintenance products via an online • -met link.injemet system shall have on-line capabilities for management reports and printing of invoices. • SUPP.IER shall provide future support for updating the CITY's eProcurement system with changes,a may be required. • The SUPPLIER shall provide a querterlyspending and volume report to the CITY'.Procurement Office, describes volume of requesting departments and all participating and piggy-back entitles ., this agreement. • The SUPPLIER shah have a phone system and support to provide customer service. The SUPPL - Is responsible for updating the Entity with emergency contact as changes are made. • The SUPPLIER shall Worm the Er ittf ys Procurement Office to introduoe new cost effective or more e products that may replace current items stocked by the Entity. • The S shaft be responsible for planning and implementing an Inventory Reduction prog for obsolete and mess materiel. In Der utifiil Charlotte County • The S PPLIER shall be responsible for planning and knplementing a cooperative arrangement for • • high cost InreMories between the participating entitles. Please , • schedules and information/processes for Implementation and support of the above se • s to the City ' 'unta Gorda Procurement Office no later than April 10,2007. Enclosed a fully executed Agreement. Thank • for your continuing Interest in the City of Punta Gorda. Please contact me at(941)676-9348 should • have any questions. Sincerely, CITY OF -UNTA GORDA M. Maria Howl,CPPO,CPPB Procure t Manager Cc: Pa {.patting Entitles In Beautiful Charlotte County AGREEMENT BETWEEN CITY AND SUPPLIER TH AOREEMENT Is dated as of the 21 at day of Kara in the year 2007 by and between: The City of Punta Garcia 326 West Marion Avenue Punta Gorda,FL 33950 (941)575-3302 ( •nafler called CITY)and H D Supply Waterworks,Ltd. 4750 Laredo Avenue Fort Myers,FL 33905 (11.• -caner Galled CONTRACTOR) The gramme documents stall COMM of this executed Agreement,the complete Solicitation Document 1N06177 (Exh • t A),and documents that may be executed u a result of this executed agreement.In the event a*buss dtf9ets • the solicitation document and this Agreement,this Agreement terms shall prevail.CITY and SUPPLIER,in cons •• . of the mutual covenants hereinafter set forth,agree as lbllows•. The greement for which the Service under the Agreement documents may be the whole or only a part as generally . as follows: STRATEGIC PARTNERSHIP—UTILITY MATERIALS AR CLE I.-¢OOPERATIVE PUFICtIAISING ARRANGEMENT On • leer 3, l99R the City of Puma Gorda, Florida entered into a COOPEIt'A7WE PURCMASlM3 A M7E*WIT with the ficJilow entitles: Collier County Board q/Ccww y Commissioners(ROCCA Op r✓ School Board VCollier County,Lee County SOCC City t(Cape Core School Board qt Lee Contj.Part A . qf Lees Coin City Commission City of North Pert Heathy Coma'School Board Dish Chola, S CG City q/Port Myers, and the City q/Maroc Island This arrangement Is the Southwest Florida . , •, , Consortium(CO-OP). The w. qf Punta Gonda is the lead agency and the term "entity"tine to any elks Cooperative Members'that are In this procurement: Cry of Punnta Gorda, City qf Korth Port,City°Mar o kland and Charlotte County. • It it tether understood that all eat which may elect to purchase against the awarded cogac( will lame its own - orders,and will require separate billing CLE 2.-$ERVICE4 SUP•LIBR shall complete all sirWoes and Jirrttah required materials as specified or Indicated in the Agreement • •., tat • SUPPLIER shaft atei dean the capability of specific stook storing and inventory locations within a 50 mile rue of the Clty of Ponta Gorda. • UPPL1ER shall furnish requested utility products on a same day,next day,and'emergency'bails.This shall • Include WT contact and assistance for after-hours emergencies.The SUPPLIER shall be able to deliver • • to each City delivery point directly to the CITY Central Warehouse and other CITY locations,which Include remote facilities and Job sites.The SUPPLIER shall be required to deliver and unload orders to • •• project bastion. • • SUPPLIER shall maintain ample quantities of contracted stook to support the CITY's utility operations. SUPPLIER shall be responsible to hold and furnish safety stock inventory program for the CITY at their • facility,to enable quick delivery on an as needed basis. • I'he SUPPLIER shall assist the CITY in conducting an inventory of existing supplies and establish a'data bass' of commonly used Items in support of the Warehouse and Willy Division's maintenance and repair needs. • IUPPLIER Asti maintain a system to order and furnish utilty maintenance products via sn online internee link. ntornet system shill have on-line capabilities for management sports and prig ofd. • BUPPLiER shall provide Azure support for updating the CM"Y•s @Procurement system with changes,so may be required. • The SUPPLIER shall provide a quarterly spending and volume report to the CITY':Procurement Office,which scribes volume of requesting departments and all participating and piggy-bark entities utilizing this fit. • "he SUPPLIER shall have a phone system and support to provide customer service. The SUPPLIER is responsible for updating the CITY with emergency contact as changes are made. • "he SUPPLIER shall inform the CiTY's Procurement Office to introduce new cost efi'eotive or more products that may replace current harms stocked by the CITY. • 'he SUPPLIER shall be responsible for planning and implementing an Inventory Reduction program for obsolete and excess material. • The SUPPLIER shall be responsible for planning and implementing a cooperative arrangement for slow- moving high cost inventories between the participating entitles. ARTICLE 3. -REPRESENTATIVE 77w li°rq►wl has been planned by dm Ciy'. Procv r.mont Olvirion. Airs. Kathleen Shevnock Purchasing& Coathacts Supervisor, or designee, k hrreln t r referred to ar REPRESENTATIVE will assume all duties and ro pMmts6Nl1MS and will Aare the rights and atdhortgr assigned to REPRESENTATIVE to the Contract Documents ill eo+mpctien with cotyledon Ohs Went in accordance with the Contract Documn ettie. AR'1CLE 4.-CONTRACT TIME I. SUPPLIER ogres:to srq►p1P the CITY the lines or services listed for are hsittal contract tense qff ve(S)year and Ihalleosna me upon tit date of: gfthisap+wmmet 2. The CM'retains the right to renew this initial contract under tit same terms and condttkm s upon manual agreement with the SUPPLIER. Mk Agreement may be renovator a period that my not exceed 3 years,or the team re*original contract.wkkhever period is longer.Renewal q/the Agreement shall be in writing and shell be seitkpi to the same tow and conditions set far th he the brutal contract A renewal contract my not include any compensation for come associated with the renewal.Renewal:sise be aatWx�ype� evahealions by the agency and subject to the availability qf1 Exceptional purchase contracts pmrsuant le Florida State Statutes Chapter 217.057(5)(a)Emergency Purchase:and()GIs Source Purchases may not be resolved AR1CL.E 5,-PRICING SCHEDULg AND 6DJUSTMENT8 I. fslrhlM B is the&wreak Rsdng if all item:and dish respective current will prices within this agreement The 'bard unit price term f br each nraraybctmrer is stated rt&hlbk IL The CITY will allow substantiated price atrwlaswantr la aecoardance with the unit price terms staid in Exhibit 8 2. The pricing schedule wart prices are inclusive apraupy figh4 handling aktiver2, surcharges, :totting or ag other hnetdmtal charge:that my be required for the completion title contract. All hems shall be skipped FOB—Punta Oearda 3. Balance of Enos:hall be mined as items not specified&listed in Mid t B or any other subsequent change order to include new hems to the Agreement. I. Balance er Line Items: Supplier shall furnish and deliver items,as defined in section 3 above,at 15%over :weer Mg Upon request. the SUPPLIER shall furnish the City with a copy.of their invoke,tor pricing' verf eatlon.All items thrcrosgl,this section shall be shipped MB Punta Omuta S. Inclusion gfRepetttive Rents in the Agreement: Adii lomat materials may be added to the contract as may be r oared The prices for Me materials will be negotiated between the CITY': Procwiement Office and the SUP`LIER The peke negotiated*each Rem shall be to accordance with section 2 above. 6. PRICE ADJUSTMENTS: The CITY and the SUPPLIER have tdentOsd br the pricing schedule Sadivhhal • • suer periodslbw allowed prioe er4wtuments based on the eommodtry and price volatility. a Price escalation dieing Agreement will be Mowed and shall not exceed the mwmifacturer's stated percerttage V aditetnient The SUPPLIER shall provide mitten sotricsadon from the mtmmg cssv er stating the percentage q aritatmenr to the CiTY and a copy tithe m onsiachu,er's quote to than SUPPLIER This request will become elective fifteen(I S))dot fiver,tits eats the notice was received by the Cliy front the SUPPLIER rM.SUPPLIER fads to lushly the requested increase.the City reserves the right to reject the price increase and cannel the balance tithe contract b. The CITY and the SUPPLIER reserves the right to re-negotiate any and d f the Md'vtdeal mantiactirrer pe for*dotted price adjustments as may be required to maintain a austral and fair price schedule. 7. The CITY and the SUPPLIER shall negotiate pricing an all lams each year and adjust unit price based on the or year's runes. A CLE Q.-CANCELLATION 1. . Termination for Convenience- The City, by written notice to Me Cfsror. may terminate the Contract in w • or in part when the City determines to its soh discretion teat N is in the City's interest to do sa The Q tror t • flattish any product or sevices tier the termination dole stated within the notice gftermination except as me• to complete the catntrmed portion of the Contract, V any. The termination notice shall state I) • . • des:and 2)contbwedportion tf the Contract to be completed V any The Offirror shall not be entitled to over any cancellation charges or last pre fits. 2. Termination for Cause - The City, by written notice to Me Offeror. may terminate the Contract V the + , , foils to(I)altar the proems or provide terries:within the One spocliked In the Contract or any extension, (2) •MOM*deviate progress,thins�performance a nce tf the Contact (3)honor any term of site Contract or(, abide by any statutory,rsrttalarx or licensing requirement The Gorr shall continue work on my wont not The termination notice shall stale:I)termination date;2)confirmed portion of the Cm act to be • ,.•tag fang;and 3)reasas/lmr termination.Esrept fa'*faults uP arbconinsmars at any tier.the Qferer shall not Ruble Jar any acme casts d the failure to perform the Contract arises from events complrte&beyond the • • and without the fruit or negligence of the Offeror. QV the,jatimn to perform is caused by the dtiattit(la sw - retractor at any tier,and f tit cenwe qf the default k ly beyond the control of both the Offeror and the rube • or,and without the fads or negligence of eithe�O,,Qhbr shall not be liable Pr any excess castsf•r sal to pelfare,unity the subcontracted products were obtainable from other sources M snaf Lent time Jar the •r • to meet the required delivery schedule (f,seder termination; it is determined that the Offeror was not in • 4 or that the default was excusable, the rights and obligations of the pordes shall be the sans to f the i• , •don had been issued f 6r the convenience ti Me Ciy. The rights and remedies tithe City M this clause are M midi onto any other rights and remedies provided by law or wader the Contract 3. Force Ware, Notice of Delay, and No Damages for Delay - The Q eror shall not be responsible Pr de resulting from it:faikre to perform V neither the fault nor the negligence tithe OOerar or Its salrfoyees or • contributed to the deity and the delay is due directly to acts of God ware acts u/pnblk enemies.washes, firm. •••, or Mow si mtlor cause wholly beyond the Contractor,control, or Jlr am,of the foresails'that OW subs tractors or sag sus Mite alternate source of supply is mailable to the Contractor. In can tiffany delay the •, • believes is excusable,the Cffiror shall mot(fv the City M writing gfteme delay or potential delay and describe the • glib delay ether(I)within tar(10)days tiler the cause that cream,or will cream the delay frst arose, V Cjieror could reasonably foresee than a delay coatd oacsw as a result, or (2) {f delay Is not reasonably 'r�eOIMC � C the ONTRACTORf � C i THE 'S SOLE REMEDY OR EXCUSE WITH RESPECT TO D. Y. Pr+oridrg Notice in strict accordance with fats paragraph is a condition precedent to such remedy. No cla• for damages, other than*an exterwlot of time shall be asserted against the City. The Of error shall not be • meth • to an increase In the Contract price or payment grapy hind frost the City for direct indirect,consequential, i • I or other casts,expenses or damages,including but not limited to cants cf accekrattor or inefficiency,arising be-. e gfdelay,ditrtpton.Interference,or hindrance from any cause whatsoever. {jperforma nce is suspended or tic ., in whole or M part,the to any c f the causes described br this paragraph,.after the causes have ceased to alit the Offeror sherd perform at no lammed Cost,unless the City dekrwihw4 in its soh dlscretlor;that the delay will signglicatub,sops the value of the Contract to the POI M which care the City may(1)accept allocated petformanoe or dsliv rhs from the Contractor.provided that the Offeror grants preferential freeborn to City with respect to products evij etsd to allocation, or(2)purchase from other:owns(without recourse to and by the OfJ(eror for the related casts and s,petue4 to replace all or part(the products that are the Mika gfthe d kei whkA purchases nn4Y be dedrrcsidJisoin the Contract garaaaigs or(3)terminate the Contract In whole or!n part • AR' IC E 0. •CHANGE ORDE9 TO CONTRACT Miaowing is a descr(pion alike Clangs Order Authority Levels for the City. a City REPRESENTATIVE OR City PRAT MANAGER, If the City has named a City Representative or Project Manager in this bid this authority will be applicable, The City representative or project manger has the authority to approve change order request in an amount up to$750.00 and may approve requests for contract thus extensions not to exceed five(5)days. Minor non-monetary changes, which do not result in a change in the contract amount,may also be approved by the City representative or ptejeot R! . I pROCURRMZNT MANAGE&The Procurement Manager may approve change orders in a singular or cumulative amount that does not exceed 10%of the total contract pries with a maximum cap of Fifty Thousand Dollars($50,000),with the exception of contracts requiring City Connel's sole approval for an award. The Procurement manager may authorize contract time extension in excess of five(3)days and non-monetary change,which are not considered minor, which do not result in a change hn the contract • amount. a 131116NAGtRc The City Manager may approve all change orders with the exception of contracts that require solely the City Comoil's approval. s City COUNCIL The City Council shall approve change orders for Exempt contracts that are reserved for City Council approval(i.e.Franchises, inter-local Agreements,Land,Legal,Auditing,Actuarial Services and Medical Director. ARTJCLJI. -PAYMENT PROCEDURES CITY thodl pev all vabsed and geproved SUPPLIER Invokes on a Het 30 bask. ARTIC).E 10-INSUQANCE REQUIREMENTS The tUPPUER before commencing any work slid!provide insurance and Amish the City with a Csrt(tkate V Insurance atoms: • The City Is to be specifically included as an additional Insured (with regards to General Liability). • I The City shall be named as Certificate Holder. Please note that the Certificate Holder should read as follows: City of Punta Gorda 326 W.Marion Avenue Punts Gorda,Florida 33950 No City Division, Department, Project name or individual name should appear on the Certificate, NO OTHER FORMAT WILL BE ACCEPTABLE. • The ".card"form of insurance should be used. Please note that under the cancellation clause, tits following must be deleted' "endeavor to"and"but failure to nail such notice shall bayou no obligation or liability of my kind upon the company". Required Coverage: O Comiprehenr/w Osmeml LMbU1q•Not less than 3504000 per occurrence;combined tfi gio limit f r booby Wiry Balk and Proper damage liability. This shall Include premises and/or operation; Independent SUPPLJEIt t and products ad/or complekd operations, broad farm property damage,end contractual liability endorsement. o Bushiest Awe Policy•Not ass than$500,000 Per Occurrence;Combined Single Limit for Bodily hifiny L,tabiliry and Property Damage Liability This shall include Owned Yahlcles Hired and Non-Owned Yehkcloh and 6appk vas Nan-Oartership. o Workers Compensation — Insurance covering all employees meeting Statutory Limits in compliance with the state and federal laws. The emanate must include Employers' Liability with a minima e fS100,000.00foreach accident. In event the Insurance coverage expires prior to the completion of the cdKra 1, a renewal certj4cwe shall be 'h't31)diva Dolor to said eapkaslpe date. The policy shall provide a thlrj'(30)day notificollon clause In emit tifisanoellation or modification to the policy. Union otherwise specified It shall be the retponribiliry of the dder to insure that all subsepphers cattily with the same Iiw Fora requirements spoiled out above. AR ICLE 11.—INDEMNIFPATIONJ LIMITS OF LIABILITY l. .The SUPPLIER sheq be){rld'Ih►bk,thr the actors Vitt agents,enwkser,maws,or suhrpvflns and shall drnd seal hold harmless the Op and C'enemers,end Abele officers,agents,and mnployses,from sits,actions, ,and costs of every mane and daa$etan, locking attorneys'Jim, arising from or to pruned hairy and to real or personal Pu glbte proper&alleged to be caused In whole or in part b SUPPLIER, Its agents,employee; or soessfislioro.Pov i however,that to SUPPLIER shall not*taw*fir that portion earn'tar or demotes caused eythe inglipow deer or mask,Vibe City or Customer. F , the SIPPLIER shall filly intheenlife, defend and hold kaiaks:the City and Customers from any melts, adios, and coil oaf nay some and dese anted weave'feu,arisingfiwa or retake Is edelatton or hykhgeeem eeplA'Igh,pd trade secret or h oehemal pa er0'rleh.provided however,*et the AN*,obit anion thaN apply to a Cwtooler saws or ms4ilewtk. or SUPPLIER r proehacts ere Gbbmer?►wenWen or we of SUP R y products in a wanner net aateanpaekd by the Ootrad or the on*. �Iat'printed k the salmi elan ma r In to SUPPLIER y opinion k Bled k become the sn�aarch a swlL the SUPPLIER;eq at Rs sole procure Jar the Cuntomr the right to urea,wane the product or to mode it to become uao•lotingMg. 4f As SUP k nee reasenebb'able k am*or eoherwin noire the Customer,die tight so swam whit Ow pretheed to SUP shell renew the prated and wired the'Customer rile emaaw paid hi worts of a swoons*renal far past on The „ or shall not be hall rJir sap r.,laitier. The ' 'PLIER s oblige toes trier the pawing g two poneg was with respect to any legal action we ammbyaM aeon the Chs or *We the SUPPLIER(I)whew twice of str action or threateind anion,( the oPPorsook •soh ova sod settle , defend any moth action at SUPPLIER Ir sob expense,and(3)assistance to delind'ag At action et SUPPLIER sole •, The SUPPLIER shall not be Bile fir mw oat,expense,or conpvimke lire weed r mode by the Op or Clwuater hi any action wgVlent the SUPPLIERS prier orlon o use which shall not be inwoosanaably withhold. .For all claims apubat As SUPPLIER under op'individual prelate war,and regardless f the bask an - the eatwdn k made,the SUPPLIER':imisip ruler a purokose an der/Per direct Amapa ash be Batted m Nee greeter eflI 1 Mnkatian the apply .*h g under the sn city paarejmph contained la Odes m nL the porches* othu,►ke;pegoallt'enanerated in the Conked or In At purchase order.no party skill be liebi to mscthrf r*peddd, pwttve,or consequential dweose4 bnelsdhg host data or recede(tiles+the pwebase ails wakes the SUPPLIER to • cheater record{),even dole pmu'has been advised that such damages are past*. No p rt'shall be hable fir lost lot revenue,or lest institutional cpacibig scrims The Che and Customer now,b adatlen to other rowdies a,aUohlr to at low or equity and won mike a tie SUPPLIER,ntak such monks from ammo*due the SUPPLIER as met'be to mute eat'eking penalties,caw and doe lib asserted by or whet Moan. The erg'may set g0'ei' Ito , or other abiigatlon q SUPPLIER or Its catkins to the Copy against any powwow the the SUPPLIER war any with de Cip. LE 12.-MISCE.LANEQ 8 I. No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on . r par.y hereto without the written consent fir the party sought to be boom*and specifically but without halt lost moneys that may become due end morays that are the may not be assigned without such consent(except