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Village of Oak Brook I Approved by Board of Trustees- Date/Initials: `
VILLAGE OF OAK BROOK
CONTRACT FOR THE
ACQUISITION OF A FIXED AUTOMATIC WATER METER READING SYSTEM AND METER REPLACEMENT
PROGRAM
Full Name of Contractor HD Supply Waterworks ("Contractoz')
Principal Office Address 220 South Westgate, Carol Stream, Illinois 60188
Contact Person Tom Whalls, District Manager Telephone Number 630-665-1800
TO: Village of Oak Brook("Vzllagd')
1200 Oak Brook Road
Oak Brook, Illinois
Attention:Doug Patchin, Public Works Director
Contractor warrants and represents that Contractor has
carefully examined the Work Site described below and 5. Miscellaneous. Do all other things required
has reviewed and understood all documents included, of Contractor by this Contract; and
referred to, or mentioned in this bound set of documents,
including Addenda Nos. 1 and 2, which are securely 6. Quali t . Provide, perform, and complete all
stapled to the end of this Contract. of the foregoing in a proper and workmanlike
manner, consistent with the standards of
1. Work recognized professional firms in performing
Work of a similar nature, in full compliance
A. Contract and Work. Contractor acknowledges, with, and as required by or pursuant, to this
and agrees, that Contractor shall, at its sole cost and Contract, and with the greatest economy,
expense, provide, perform, and complete, in the manner efficiency, and expedition consistent
specified and described, and upon the terms and therewith, with only new, undamaged, and
conditions set forth, in this Contract, all of the following, first quality equipment, materials, and
all of which is herein referred to as the "Work supplies.
1. Labor, Equipment. Materials and SuDDlies. B. Performance Standards. Contractor
Provide, perform, and complete, in the acknowledges and agrees that all Work shall be fully
manner specified and described in this provided, performed, and completed in accordance with
Contract, all necessary work, labor, services, the specifications and description of Work attached
transportation, equipment, materials, hereto as Exhibit A.
supplies, information, data, and other means
and items necessary for the Acquisition of a C. Responsibility for Damage or Loss. Contractor
Fixed Automatic Water Meter Reading proposes, and agrees, that Contractor shall be
System and Meter Replacement Program, as responsible and liable for, and shall promptly and
is more fully specified in Exhibit A attached without charge to Village repair or replace, any damage
hereto, for the Village of Oak Brook ("Work done to, and any loss or injury suffered by, the Village,
Sitd'); the Work, the Work Site, or other property or persons as
a result of the Work.
2. Permits. Procure and furnish all permits,
licenses, and other governmental approvals
and authorizations necessary in connection
therewith;
3. Bonds and Insurance. Procure and furnish
all bonds and all insurance certificates and
policies of insurance specified in this
Contract;
4. Taxes. Pay all applicable federal, state, and
local taxes;
1
D. Inspection/Testing/Reiection. Village shall have perform under this Contract. Each payment
the right to inspect all or any part of the Work and to shall include Contractor's certification of the
reject all or any part of the Work that is, in Village's value of, and partial or final waivers of lien
judgment, defective or damaged or that in any way fails covering, all Work for which payment is then
to conform strictly to the requirements of this Contract requested and Contractor's certification that all
and the Village, without limiting its other rights or prior payments have been properly applied to
remedies, may require correction or replacement at the payment or reimbursement of the costs with
Contractor's cost, perform or have performed all Work respect to which they were paid.
necessary to complete or correct all or any part of the
Work that is defective, damaged, or nonconforming and 3. Contract Time
charge Contractor with any excess cost incurred thereby,
or cancel all or any part of any order or this Contract. Contractor acknowledges and agrees that Contractor
Work so rejected may be returned or held at Contractor's shall commence the Work within 15 days following the
expense and risk. Village's acceptance of this Contract provided Contractor
shall have furnished to the Village all bonds and all
2. Contract Price insurance certificates [and policies of insurance]
specified in this Contract ("Commencement Datd').
Contractor acknowledges and agrees that Contractor Contractor further acknowledges and agrees that
shall take in full payment for all Work and other matters Contractor shall perform the Work diligently and
set forth under Section 1 above, including overhead and continuously and shall complete the Work not later than
profit; taxes, contributions, and premiums; and December 31, 2018("7Yme of Performances'). The Village
compensation to all subcontractors and suppliers, the may modify the Time of Performance at any time upon
compensation set forth below. 15 days prior written notice to the Contractor. Delays
caused by the Village shall extend the Time of
A. SCHEDULE OF PRICES Performance; provided, however, that Contractor shall
be responsible for completion of all Work within the
For providing, performing, and completing all Time of Performance, notwithstanding any strike or
Work, in the not to exceed amount of other work stoppage by employees of either Contractor or
$3,000,000.00 as indicated in attached table of of the Village.
unit prices.
4. Financial Assurance
B. BASIS FOR DETERMINING PRICES
A. Bonds. Contractor acknowledges and agrees
It is expressly understood and agreed that: that Contractor shall provide a Performance Bond and a
Labor and Material Payment Bond, on forms provided
1. All prices stated in the Schedule of Prices by, or otherwise acceptable to, the Village, from a surety
are firm and shall not be subject to company acceptable to the Village, each in the penal sum
escalation or change; of the Contract Price, within 10 days following the
Village's acceptance of this Contract.
2. The Village is not subject to state or local
sales, use, and excise taxes, that no such B. Insurance. Contractor acknowledges and agrees
taxes are included in the Schedule of Prices, that Contractor shall provide certificates of insurance
and that all claim or right to claim any evidencing the minimum insurance coverages and limits
additional compensation by reason of the set forth in Exhibit B within 10 days following the
payment of any such tax is hereby waived Village's acceptance of this Contract. Such policies shall
and released; be in form, and from companies, acceptable to the
Village. The insurance coverages and limits set forth
3. All other applicable federal, state, and local Exhibit B shall be deemed to be minimum coverages and
taxes of every kind and nature applicable to limits and shall not be construed in any way as a
the Work are included in the Schedule of limitation on Contractor's duty to carry adequate
Prices. insurance or on Contractor's liability for losses or
damages under this Contract. The minimum insurance
C. TIME OF PAYMENT coverages and limits that shall be maintained at all
times while providing, performing, or completing the
It is expressly understood and agreed that all Work are as set forth in Exhibit B.
payments shall be made upon a mutually agreed
schedule between the Contractor and Village and C. Indemnification. Contractor acknowledges and
upon final approval by the Village. agrees that Contractor shall indemnify, save harmless,
and defend the Village against all damages, liability,
All payments may be subject to deduction or claims, losses, and expenses (including attorneys' fee)
setoff by reason of any failure of Contractor to that may arise, or be alleged to have arisen, out of or in
2
connection with Contractor's performance of, or failure to delinquency in the payment of any tax administered by
perform, the Work or any part thereof, or any failure to the Illinois Department of Revenue unless Contractor is
meet the representations and warranties set forth in contesting, in accordance with the procedures
Section 6 of this Contract. established by the appropriate Revenue Act, its liability
for the tax or the amount of tax, as set forth in 65 ILCS
D. Penalties. Contractor acknowledges and agrees 5/11-42.1-1 or (ii) a violation of either Section 33E-3 or
that Contractor shall be solely liable for any fines or civil Section 33E-4 of Article 33 of the Criminal Code of 1961,
penalties that are imposed by any governmental or 720 ILCS 5/33E-1 et seg.
quasi-governmental agency or body that may arise, or be
alleged to have arisen, out of or in connection with D. Qualified. Contractor has the requisite
Contractor's performance of, or failure to perform, the experience, ability, capital, facilities, plant, organization,
Work or any part thereof. and staff to enable Contractor to perform the Work
successfully and promptly and to commence and
5. Firm Proposal complete the Work within the Contract Price and
Contract Time set forth above.
All prices and other terms stated in this Contract are
firm and shall not be subject to withdrawal, escalation, 7. Acknowledgements
or change.
In submitting this Contract, Contractor
6. Contractor's Representations and Warranties acknowledges and agrees that:
In order to induce the Village to accept this Contract, A. Reliance. The Village is relying on all
Contractor hereby represents and warrants as follows: warranties, representations, and statements made by
Contractor in this Contract.
A. The Work. The Work, and all of its components,
shall strictly conform to the requirements of this B. Acceptance. If this Contract is accepted,
Contract, including, without limitation, the performance Contractor shall be bound by each and every term,
standards set forth in Subsection 1B of this Contract; condition, or provision contained in this Contract.
and shall be fit, sufficient, and suitable for the purposes
expressed in, or reasonably inferred from, this Contract D. Remedies. Each of the rights and remedies
and the warranties expressed herein shall be in addition reserved to the Village in this Contract shall be
to any other warranties expressed or implied by law, cumulative and additional to any other or further
which are hereby reserved unto the Village. remedies provided in law or equity or in this Contract.
B. Compliance with Laws. The Work, and all of its E. Time. Time is of the essence in the performance
components, shall be provided,performed, and completed of all terms and provisions of this Contract and, except
in compliance with, and Contractor agrees to be bound where stated otherwise references in this Contract to
by, all applicable federal, state, and local laws, orders, days shall be construed to refer to calendar days and
rules, and regulations, as they may be modified or time.
amended from time to time, including without limitation
the Prevailing Wage Act, 820 ILCS 130/0.01 et seg. (in F. No Waiver. No examination, inspection,
furtherance of which, a copy of Village's ordinance investigation, test, measurement, review, determination,
ascertaining the prevailing rate of wages, in effect as of decision, certificate, or approval by the Village, whether
the date of this Contract, has been attached as an before or after the Village's acceptance of this Contract;
Appendix to this Contract; if the Illinois Department of nor any information or data supplied by the Village,
Labor revises the prevailing rate of hourly wages to be whether before or after the Village's acceptance of this
paid, the revised rate shall apply to this Contract); any Contract; nor any order by the Village for the payment of
other prevailing wage laws; any statutes requiring money; nor any payment for, or use, possession, or
preference to laborers of specified classes; any statutes acceptance of, the whole or any part of the Work by the
prohibiting discrimination because of, or requiring Village; nor any extension of time granted by the Village;
affirmative action based on, race, creed, color, national nor any delay by the Village in exercising any right
origin, age, sex, or other prohibited classification; and under this Contract; nor any other act or omission of the
any statutes regarding safety or the performance of the Village shall constitute or be deemed to be an acceptance
Work. Further, Contractor shall have a written sexual of any defective, damaged, or nonconforming Work, nor
harassment policy in compliance with Section 2-105 of operate to waive or otherwise diminish the effect of any
the Illinois Human Rights Act during the course of the representation or warranty made by Contractor; or of
work. any requirement or provision of this Contract; or of any
remedy,power, or right of the Village.
C. Not Barred. Contractor is not barred by law
from contracting with the Village or with any other unit G. Severability. It is hereby expressed to be the
of state or local government as a result of (i) a intent of the parties to this Contract that should any
3
provision, covenant, agreement, or portion of this wages required by the Prevailing Wage Act; and (3)
Contract or its application to any Person or property be Contractor or subcontractor is aware that filing a
held invalid by a court of competent jurisdiction, the certified payroll that he or she knows to be false is a
remaining provisions of this Contract and the validity, Class B misdemeanor. A general contractor may rely
enforceability, and application to any Person or property upon the certification of a lower tier subcontractor,
shall not be impaired thereby, but the remaining provided that the general contractor does not knowingly
provisions shall be interpreted, applied, and enforced so rely upon a subcontractor's false certification. upon two
as to achieve, as near as may be, the purpose and intent business days' notice, Contractor and each subcontractor
of this Contract to the greatest extent permitted by shall make available for inspection the records required
applicable law. to be made and kept by the Act: (i) to the Village, its
officers and agents, and to the Director of the Illinois
H. Amendments and Modifications. No amendment Department of Labor and his or hers deputies and
or modification to this Contract shall be effective until it agents; and (ii) at all reasonable hours at a location
is reduced to writing and approved and executed by the within this State.
corporate authorities of the parties in accordance with all
applicable statutory procedures. L. Conflicts of Interest. Contractor represents and
certifies that, to the best of its knowledge, (1) no elected
I. Assignment. Neither this Contract, nor any or appointed Village official, employee or agent has a
interest herein, shall be assigned or subcontracted, in personal financial interest in the business of the
whole or in part, by Contractor except upon the prior Contractor or in this Agreement, or has personally
written consent of the Village. received payment or other consideration for this
Agreement; (2) as of the date of this Agreement, neither
J. Governing Law; Venue. This Contract shall be Contractor nor any person employed or associated with
governed by, construed and enforced in accordance with Contractor has any interest that would conflict in any
the internal laws, but not the conflicts of laws rules, of manner or degree with the performance of the
the State of Illinois. Venue for any action arising out of obligations under this Agreement; and (3) neither
or due to this Contract shall be in the Circuit Court for Contractor nor any person employed by or associated
DuPage County, Illinois. with Contractor shall at any time during the term of this
Agreement obtain or acquire any interest that would
conflict in any manner or degree with the performance of
K Certified Payrolls. Contractor shall, in the obligations under this Agreement.
accordance with Section 5 of the Illinois Prevailing Wage
Act, 820 ILCS 130/5, submit to the Village, on a monthly M. Exhibits. If any conflict exists between this
basis, a certified payroll. The certified payroll shall Contract and any exhibit attached hereto, the terms of
consist of a complete copy of those records required to be this Contract shall prevail. Any conflict that exists
made and kept by the Prevailing Wage Act. The certified between Exhibit A and Exhibit B, the terms of Exhibit B
payroll shall be accompanied by a statement signed by shall prevail.
the Contractor or subcontractor which certifies that: (1)
such records are true and accurate; (2) the hourly rate
paid is not less than the general prevailing rate of hourly
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed, effective on
� ' 1 , 2017.
ATTEST: VILLAGE OF OAK BROOK, an Illinois
municipal corporation
By: By:
Charlotte Pruss, Village Clerk Village Manager
AT HD SU ATERWO KS
By:
By: U
4 —��
i
VILLAGE OF OAK BROOK
REQUEST FOR PROPOSAL
ACQUISITION OF A FIXED AUTOMATIC WATER METER READING
SYSTEM AND REPLACEMENT PROGRAM
MARCH 2017
Please mail all responses to:
Rania Serences
Senior Purchasing Assistant
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, IL 60523
1
Table of Contents
#
1.0 Introduction Page
1.1 Purpose of Request 3
1.2 Background 3
1.3 Project Description 3
---------------------------------------------------------------
1.4 Project Objective 3
------------------------------------------------------------------------------------------------
1.5 Professional Services Required______________________________ 4
--------------------------------------
1.6 Village of Oak Brook Contacts 4
1.7 Deadline of Receipt of Proposals and Submittal Address 4
1.8 RFP Process Schedule
2.0 Functional Requirements 5
2.1 General
2.2 SYSTEM Description.......................................... 6
---------------------------------------------
2.3 Transmitter Modules 6
2.4 Radio Frequencies 7
2.5 Meter Compatibility_________ ___________ . 7
2.6 Retrofit Hardware Requirements g
-----------------------------------------------------------------------
2.7 Fixed Network Data Collection Device
2.8 Software for Advanced Meter Infrastructure Data Processing........................8
2.9 Requirements for Reads
2.10 FCC Licenses
2.11 SYSTEM Planning for Data Collection Device Locations 9
2.12 Implementation
2.13 Warranty and Customer Support------------------------------------------ 10
2.14 SYSTEM Pricing------------------------------------------------------------------------------------------------10
2.15 Ownership---------- ------------------------------------------------------------------------------------------------10
2.16 Company Stability and Market Standing_______ ________ 10
3.0 Scope of Services
4.0 Required Proposal Content 11
4.1 Specific Proposal Content 11
----------------------------------------------------------------------------------
4.2 Schedule of Prices
13
----------- ----------------------------------------------------------------------------------
4.3 Miscellaneous Proposal Information 15
-----------------------------------------------------------------
5.0 Procurement of Professional Services
5.1 Proposal Evaluation and Final Selection..........................................................
5.2 Negotiations Guidelines 16
-------------------------------------------------------------------------------------
5.3 Standard Agreement---------------------------------------------- 16
--------------------------------------------
5.4 Compensation and Payment___________________ 16
5.5 Bonds and Insurance
5.6 General Terms, Conditions & Instructions
6.0 Appendix___
6.1 Proposal Certificate
6.2 Sample Village Contract
6.3 Sample Performance and Payment Bond
6.4 Exhibits "A"through «D»----- ---- ----------------------------------------------------------33
2
ADDENDUMNO. 1
VILLAGE OF OAK BROOK
ACQUISITION OFA FIXED AUTOMATIC WATER METER READING
SYSTEHAND
April 12, 2017
This Addendum#1 is meant as a supplement to the Request for Proposals. This Addendum
should be added to your Proposal for Acquisition of a Fixed Automatic Water Meter Reading
System and Replacement Program.
Questions concerning this Addendum#1 should be addressed to Rick Valent, (630) 368-5276.
1. Q. Do you want 10 printed copies of the full proposal response or would one printed copy
and an electronic copy suffice?
A. Please submit 4 printed copies of your full proposal. After further review, 10 copies
are not needed.
2. Q. Bond section states that the material & labor performance bond "shall not terminate on
completion of the work, but shall be reduced to 80%... to 0%in the fifth year".
According to our bonding agent,this isn't a typical performance bond request since
bonds are done for the duration of the project. Manufacturer's warranties and optional
Maintenance plans typically cover the material after project completion. Please explain
precisely what Oak Brook wants and the relation to having an extended bond beyond
project completion.
A. Labor and Material Bond Forms are included in the RFP as examples. Please have
your bond company submit the material and labor bonds in their standard format. Our
attorney will review all forms submitted and will let us know if there are an issues.
3. Q. Section 2.3.3.1 states "All transmitter modules must be installed and fully
functioning below grade (i.e. basements, crawl spaces,pits, etc.). No exterior
installation will be allowed". At the pre-bid meeting it was stated the Village prefers
the MN's to be installed on the exterior of the homes. Does that still stand?
A. The Village requires all radio transmitting modules be installed on the outside of
the dwelling. Inside installations will only be approved on a case by case basis
thru the Public Works Department. Pit installations should be installed in a
manner that allows effective radio transmission from below grade.
4. Q. Section 2.16.3 states "Provide legal documentation of the Firm's complete
proprietary ownership of the SYSTEM and its technology that is being proposed for
use to the Village of Oak Brook. What exact types of documentation are you looking
for?
A. On their official letterhead,please provide correspondence from the manufacturers
authoring the bidder to sell,warrant, and service their products as they relate to the
SYSTEM (e.g., meters,transmitter modules, software). The purpose of such
documentation is for the bidder to show the Village that manufacturers fully support
and back the bidder.
5. Q. Has the Village made a determination as to wanting an owned on premise server or
a hosted server?
A. The Village has had good experience with an on premise based server and has no
objection,however it is open to a hosted server option. Please provide any and all
information as well as pricing that reflects both.
6. Q. Does the Village wish for the respondents to provide pricing and information on a
customer web portal as part of the system?
A. The Village would like the bidder to present customer portal options they have
available as well as the costs associated. This is to include smartphone and tablet
applications.
7. There are approximately 5,200 water accounts in Oak Brook water system. The RFP
document states a number closer to 5,500.
8. All old meters and ACLARA MTUs being replaced must be tagged with service address
and delivered to Public Works free of damage.
9. Awarded proposer will have access to the top of each Village owned building to install
equipment. Please note the monopole currently resides at 95' in height and there are
plans in process to increase that height to 120' within the near future.
10. The Village is requesting solar battery to generate power to hardware at sites; however it
recognizes not all manufacturers prefer this method so AC power is an approved option.
A majority of the Village's sites have AC power on the premises and it will be the
bidder's responsibility to provide pricing for installation from the main source. The
installed hardware is required to have its own dedicated circuit(s).
11. The Village would like the bidder to present cloud base options as well as the costs
associated.
12. The Village estimates approximately 10% of its current transmitting modules to be
installed inside the dwelling. The remaining 90% installed outside currently have a wire
that could be reused for new modules. If new wire is needed for the new transmitting
module to work properly, then the bidder should provide a price per foot in the RFP that
will be billed to Village for those case by case installations. Whether utilizing existing
wire or installing new,the bidder must guarantee it serves its purpose effectively for no
less than 20 years. This 20 year period does not apply if wire is damaged by owners of the
property, fire, or other causes beyond the bidder's control. Please note the new exterior
transmitting modules should be installed in the same location as the one being replaced.
13. The budgeted amount for this project is in the range of 2.5M.
14. The entire fixed automatic water meter reading system and replacement program must be
completed one (1) year or sooner from the date the contract is executed.
15. Please price any leak detection systems associated with the products and devices being
installed in the blank spot of the proposal sheet.
16. Ground straps will be required for all meter installations, regardless of meter type. Please
provide pricing accordingly.
17. Use multiple pricing sheets if the bidder would like to present a variety of programs
options for the Village.
18. This is a prevailing wage project that requires certified payroll and lien waivers. Licensed
plumbers are not a requirement. Please provide your labor rate accordingly.
All other provisions contained in the March Request for Proposal remain the same.
End of Addendum No. 1
{
ADDEND UM NO. 2
VILLAGE OF OAK BROOK
ACQUISITION OF A FIXED A UTOMATIC WATER METER READING
SYSTEMAND.REPLACE7UENT PROGRAM
April 20, 2017
This Addendum #2 is meant as a supplement to the Request for Proposals. This Addendum
should be added to your Proposal for Acquisition of a Fixed Automatic Water Meter Reading
System and Replacement Program.
Questions concerning this Addendum#2 should be addressed to Rick Valent, (630) 368-5276.
1. This is a prevailing wage project that requires certified payroll and lien waivers. Illinois
Licensed plumbers ARE required for meter installation. This is a correction to
Addendum #1, item #18.
2. The quantity of 5/8" meters referred to in the Schedule of Prices is 5/8"x3/4" with a 7.5"
lay length. Please note the Village does not have true 5/8" meters in its inventory.
The quantity of 3/4"meters referred to in the Schedule of Prices is a combination of both
7.5" short and 9" lay length. Over the past few years the Village has been replacing its
5/8" meters with the 3/4" short version. Attached is a revised Schedule of Prices to be
used by proposers that includes a new line item for the 3/4" short version. Quantities have
been adjusted accordingly. This will allow the Village the option to replace its existing
inventory as well as its remaining 5/8" inventory.
All other provisions contained in the March Request for Proposal remain the same.
End of Addendum No. 2
REQUEST FOR PROPOSAL
ACQUISITION OF A FIXED BASE AUTOMATIC WATER METER READING SYSTEM AND
REPLACEMENT PROGRAM
1.0 INTRODUCTION
1.1 Purpose of Request
The Village of Oak Brook is seeking proposals from qualified Firms experienced in the implementation and
use of fixed base automatic water meter reading systems and installation of water meters. The fixed base
automatic water meter reading system and meters hereinafter shall be referred to as (the "SYSTEM"), is to be
purchased by the Village of Oak Brook and installed by a qualified Firm. All constraints/limitations
associated thereto will be the responsibility of the selected Firm to manage in order to deliver a"turnkey"
SYSTEM within the awarded project contract price, as well as the approved installation time frame. The
Village of Oak Brook has appropriated funding for this SYSTEM in its FY 2017 budget. The scope of work
should anticipate completing the entire SYSTEM within one year from the date of Award.
1.2 Background
Currently, the Village utilizes an ACLARA water meter reading system for approximately 5,534 meters and
is seeking to update that system as well as implement a community-wide meter replacement program.
Upon review of the Proposals, the Village anticipates purchasing a SYSTEM including all meters, collectors,
transmitters, hardware, software and all necessary appurtenances to secure all water meter readings for the
entire Village service area.
1.3 Project Description
We are requesting a proposal for the SYSTEM to read water meters in an automated and cost effective
manner. Upon completion of the installation of the SYSTEM, the Village shall own the entire SYSTEM
infrastructure including, but not limited to, meters, collectors, transmitters, hardware, software and all
necessary appurtenances. Authorized Village designees must be able to access all collected data at any time
in order to perform daily operations, provide customer support, and data analysis.
It is the intent of the Village of Oak Brook that once a Firm is selected and a contract is awarded by the
Village Board, the Firm and its sub-contractor(s) will furnish a"turnkey" project from the acquisition of the
equipment to project closeout. Further information on the project scope is contained in Section 2.0
(Functional Requirements) and 3.0 (Scope of Services).
1.4 Project Objective
It is the intent of the Village of Oak Brook to issue a single contract to the selected Firm hereinafter referred
to as (the "TEAM")to provide all the necessary services to install and implement the SYSTEM. The
SYSTEM shall be functional, efficient and of high quality to the maximum extent possible.
This will be a"turnkey" project, functioning under a single contract. There will be no independent contracts
issued by the Village of Oak Brook to any other contractor. It is the objective of the Village of Oak Brook to
closely mirror the concept of"Design—Build" in order to obtain this "turnkey" SYSTEM.
3
1.5 Professional Services Required
The selected TEAM must provide all services necessary to meet the objectives of this project. Further
information on the services that the Village of Oak Brook anticipates will be needed for this project is
contained in Section 3.0 (Scope of Services).
Any work that is to be sub-contracted or performed by others in a TEAM proposal shall be clearly defined.
All sub-contractor(s) are subject to the Village review and approval. Please note that the Village welcomes
both individual and TEAM submittals and offers both the same fair and equitable treatment under a single
contract.
1.6 Village of Oak Brook Contacts
Primary Contact: Contact for RFP Inquiries:
Rick Valent, Public Works Superintendent Rania Serences, Senior Purchasing Assistant
1200 Oak Brook Road 1200 Oak Brook Road
Oak Brook, Illinois 60523 1200 Oak Brook
630-368-5276 630-368-5164
rvalentgoak-brook.org rserenceskoak-brook.org
1.7 Deadline of Receipt of Proposals and Submittal Address
All proposals shall be submitted in an opaque sealed envelope on or before the time stated and shall bear the
name of the individual, firm, or corporation submitting the proposal. The envelope must state the project
name: "Acquisition of a Fixed Automatic Water Meter Reading System and Meter Replacement Program"
Ten (10) copies of the proposal must be submitted to:
Rania Serences
Senior Purchasing Assistant
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, IL 60523
A Pre-proposal meeting will be held at 9:00 A.M. on Wednesday, March 29, 2017, in the S.E. Dean
Board Room of the Butler Government Center, 1200 Oak Brook Road, Oak Brook, Illinois 60523.
Attendance at this meeting is mandatory for proposers interested in submitting a proposal in response to
this request.
Proposals must be received no later than 4:00 p.m. CST on Wednesday, April 26, 2017. Proposals will not
be opened publically. Proposals submitted after this time and date will not be accepted and will be returned
unopened. No oral,telephone, e-mail or facsimile proposals will be considered.
The Village reserves the right to reject any or all proposals, to waive any informality in any proposal, to sit
and act as sole judge of the merit of each response submitted, to select a proposer, and to award in any
manner that is most favorable to the Village.
1.8 RFP Process Schedule
"Request for Proposal" released to all interested parties
4
Mandatory Pre-proposal Meeting and Tour of proposed installation sites for the data collector units with
Village staff and interested parties Proposer Questions Due on April 5, 2017 at 12:00 p.m.
Issuance of any necessary Addenda
Submission of proposals from interested parties
Proposal Evaluation by Village Staff
Negotiation with selected parties by Village Staff
Completion of contract negotiations and contract submitted to Village Attorney for review and recommended
approval or denial
Award and Execution of contract by Village and Notice to Proceed
The above schedule is a guide only, and may be amended as conditions deem necessary.
2.0 FUNCTIONAL.REQUIREMENTS
2.1 General
The Village seeks to acquire a SYSTEM that meets the following objectives:
• Water meter reading in the most cost effective manner possible
• Improved customer service through the effective use of customer usage data, customer leak detection,
and off cycle meter readings
• Improved utility operations and enhanced revenue generation
• Ability to migrate from daily consumption reads to more advanced data analysis, should business
requirements warrant, without exchanging Automatic Meter Reading modules
• Increased meter reading efficiency throughout the service territory
This RFP requests the proposal for purchase of the following:
• Store and transmit pertinent meter reading, data logging information and tamper data from electronic
meter registers
• A Fixed Network data collection system to collect readings, usage, leak and tamper information from
the transmitter modules, and provide the data to the Customer Service or Billing Department or
Management
• Firm supplied software and customer support necessary to provide upload billing data files to Village
owned Munis software program
• Customer support services including assistance with software operation, troubleshooting and
reconciling failed devices, network growth and the addition of new devices, training, recurrent
software upgrades, and other activities to sustain proper operation of the SYSTEM
• Installation of meters, all necessary infrastructure equipment and appurtenances
Any systems and services proposed must cover the meter requirements stated below, and must have the
flexibility to read other meters as well as the potential for other applications in the future. Further, Firms are
expected to propose systems and equipment with sufficient redundancy, such that if a failure of any major
system component or part thereof does occur, it will not interrupt the flow of meter reading information to
customer revenue systems.
The proposal shall contain an explicit comply/exception assessment of whether the system meets each
requirement and, whenever necessary, description of compliance to each point. If the system or any part of
the system fails to meet any of the following requirements, explain the reasoning that substantiates that the
variation from these requirements is not critical. Please note that all answers must reflect current capabilities.
Any future capabilities must be stated as such and outlined with a development schedule.
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Firms are also urged to propose any system, equipment, or other technology not identified in this proposal
that would prove beneficial to the Village's overall SYSTEM.
2.2 System Description
2.2.1 Briefly describe the data flow in the system, listing each component and how they interface. Detail
the proposed system configuration.
2.2.2 The system shall be full two-way communication to the water meter transmitter, allowing for not only
demand and special reads but programming of the endpoint remotely. The Village of Oak Brook also
requires that the proposed AMI system be able to communicate with and operate future remote shut-off
valves. .
2.2.3 The system shall ensure accurate time recordings for all readings.
2.2.4 The user interface shall support multiple users across the enterprise.
2.2.5 The system shall be capable of identifying and quantifying customer leaks (after the meter). Please
describe how a Village Customer Service Representative would use this feature.
2.2.6 The system should be capable of supporting acoustical leak detection to identify potential leaks in the
Village's water distribution system.
2.3 Transmitter Modules
2.3.1 Give the specifications of the transmitter module (i.e. size, weight, etc).
2.3.2 The transmitter module must be capable of operating in harsh environments. List the environmental
specifications of the transmitter module and describe its ability to withstand heat/cold and water intrusion.
2.3.3 The transmitter module must last in the field without need for servicing for a minimum of 20 years.
Indicate the expected product life of the transmitter module and any engineering data to support the claim.
2.3.3.1 All transmitter modules must be installed and fully functioning below grade (i.e. basements, crawl
spaces, pits, etc.). No exterior installation will be allowed.
2.3.4 List all available options for the installation of the transmitter module into new or existing meters.
2.3.5 The transmitter module must utilize an accurate and reliable encoding technology to capture readings.
Describe the encoding technology utilized in the transmitter module.
2.3.6 Describe the power supply utilized by the transmitter module. Battery operated modules must have a
minimum battery life of 20 years with engineering data to support the claim.
2.3.7 The transmitter module must be capable of detecting and reporting theft. Describe all tamper
sensors/indicators available with the transmitter module. The transmitter module must support cut cable
tamper and reprogram detection.
2.3.8 The transmitter shall utilize two-way communications with the data collector to allow for wireless
communications between the two devices for re-programming and time synchronization. The transmitter
shall be configurable via wireless communications.
2.3.9 Each transmitter shall provide a unique pre-programmed eight digit identification number. Each
transmitter 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.
2.3.10 The meter transmitter shall be FCC part 90, 101, and 24 approved for licensed band operation and
communicate with the collection device using RF modulation designed specifically for AMR/AMI
applications. This modulation shall use an error detection and forward error correction scheme capable of
recovering up to one bit error every three bits.
2.3.11 The transmitter will have a fixed factory set non-programmable identification number to insure
absolute identity of the transmitter within the radio AMR/AMI system.
2.3.12 The transmitter will have the capability of storing a Buyer defined programmable utility code. The
utility code will be used to separate different classes of meters and differentiate the transmitter in multi-utility
installations.
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2.3.13 The transmitter will provide multiple transmissions per day at a minimum of(4)per day, with hourly
readings. The transmitter shall have the ability for time synchronization. In addition, if the transmitter is
configured in hourly usage/consumption profile mode, the transmitter shall also provide the daily meter
reading data packet with hourly consumption data for the previous 24 hours.
2.3.14 The system shall incorporate a technology that takes into account interference and collision
avoidance. Transmitter modules that operate using single channel Industrial, Scientific and Medical radio
band (ISM band) transmitter modules are not permitted.
2.3.15 Firm's solution must provide the same functionality for both indoor water meters and those located in
pit settings. Module proposed for pit setting must be able to withstand the harsh pit environment and have no
exposed electrical connections.
2.3.16 Transmitter module must function accurately and not be damaged over an operating temperature
range of-40 degree Fahrenheit to +150 degree Fahrenheit.
2.3.17 Indoor remote must function accurately and not be damaged within humidity environments of 0%to
95%relative humidity.
2.3.18 A dual input transmitter module must be available for connecting meters with two registers.
2.3.19 The transmitter module must provide leak detection capabilities including an internal algorithm built
into each individual meter transmitter device. Transmitter module must provide for programmable leak
detection time periods.
2.3.20 The transmitter module device must be easy to install.
2.4 Radio Freguencies
2.4.1 Define the radio frequency and its licensing to be used for the transmitter modules and the data
collection devices and explain why it is selected for the SYSTEM.
2.5 Meters and Meter Compatibility
2.5.1 Advanced Metering Infrastructure (AMI) Firm must be compatible with multiple meter
manufacturers. Provide a listing of meter manufacturers and meter model numbers with which the
transmitter modules are compatible. State whether the SYSTEM gives the Village the flexibility to purchase
meters from multiple Firms. Meter compatibility listings for transmitter modules must be provided.
2.5.2 Currently, the Village owns approximately 5,534 positive displacement, turbo and compound series
meters from a variety of manufacturers in various sizes as follows:
3,339 5/8"
511 3/4"
1,256 1"
183 1.5"
125 2"
80 3"
36 4"
4 6"
2.5.3 The proposed meters shall comply with the latest edition of American Water Works Association
Standards. The applicable standard shall be stated in the proposal. Displacement type, turbo or electronic
flow meters can be proposed based on the meter's suitability for the application. Proposed meter shall have a
meter reading accuracy over its flow range as specified by AWWA standards or better. If proposing an
electronic meter indicate the battery life and replacement battery cost. Meter registers shall read in gallons.
The registers shall communicate with the proposed meter reading transmitting device. Provide the proposed
meter warranty.
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2.5.4 Firm's solution must be able to connect to all absolute encoder-type registers. Manufacturer must be
able to provide a model number for all meter types. This model number must have the ability to work with
encoder type registers.
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2.6 Retrofit Hardware Requirements
2.6.1 Describe the equipment and process needed to perform retrofit installations of transmitter modules in
the field.
2.7 Fixed Base Network Data Collection Device
2.7.1 Provide the specifications of Fixed Network Data Collection Device (i.e. size,weight, etc.).
2.7.2 The data collection device must be capable of operating in harsh environments. List the
environmental specifications of the data collection device.
2.7.3 List all possible network backhaul options that the data collection device can support.
2.7.4 The Village desires that the SYSTEM is designed to minimize data collection points to reduce data
backhaul and location lease expenses, as well as reduce inventory and maintenance requirements. These data
collection points should be located on Village property to minimize vandalism opportunities. 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.
2.7.5 Each tower collection device shall provide a live, two-way connection with the back-end computer
system.
2.7.6 Define the performance characteristics of the data collection device (read rate, accuracy, etc.).
2.7.7 Indicate the capacity of readings obtained by the data collection device in an eight-hour day.
2.7.8 The SYSTEM must verify data integrity in every message.
2.7.9 Define any applicable warranties associated with the data collection device.
2.7.10 The data collection device must be easy to install. Describe installation procedures.
2.7.11 The data collection device must store 10 days of hourly data logging for 10,000 transmitter modules
(if 60 minutes intervals selected).
2.7.12 The data collection device must have the capability to receive software upgrades via the network.
2.7.13 The data collection device must be capable to interface to a Windows 7— 10 supported computer .
2.7.14 The data collection device must provide diagnostics capability to allow troubleshooting via the
network.
2.7.15 Explain how the data collection device keeps time and what standard time keeping
mechanism/system it uses to ensure accuracy.
2.7.16 Define the data collection devices power options.
2.7.17 The Village requires a battery backup or an alternative power source for the collection device in the
event of a power failure. Please provide information on how long the device can run on battery before a
recharge and expected battery life.
2.7.18 The Village requires guaranteed reliability to ensure reads are received from each transmitter module
under the network on a daily basis. What means are in place in the solution to ensure a 100%probability of a
daily read or a 100%weekly read probability?
2.7.19 Firm's Fixed Based Network solution should allow for maximum spacing between data collectors in
the Village's territory. Describe the range of the data collectors indicating radius from the collector without
the use of relay collectors.
2.7.20 Define any other options for data collection (e.g., cloud based).
2.8 Software for Advanced Meter Infrastructure (AMD Data Processing
2.8.1 Describe the SYSTEM that manages the data collection device, and how it schedules uploads from
the collectors. Describe how the SYSTEM processes the data it receives from the data collection devices.
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2.8.2 AMI System will use a standard operating system and database which fully supports a WAN-based
system. The Firm will specify the manufacturer, product name and product version of the operating system
and database that the SYSTEM operates on.
f 2.8.3 The proposed SYSTEM must provide the ability to store a minimum of 40 days of meter reading data
including hourly data logging information for up to 100,000 transmitter modules.
2.8.4 The Village must be able to submit customer data(name, address) to the SYSTEM via a standard file
format (for access and search options in the user interface).
2.8.5 Complete data backup and restore capabilities.
2.8.6 The Firm must also provide software upgrades to the data collection devices and system software as
required by the SYSTEM (must also be included in the cost of the proposal).
2.8.7 Describe the customer support for the AMI system inclusive of phone support, communications
trouble shooting and proactive network monitoring.
2.8.8 Specify management reports available with the SYSTEM.
2.8.9 Define any other options for data processing (e.g., cloud based).
2.8.10 Describe the ability of customer interaction with the system via the internet, applications, etc.
2.8.11 The SYSTEM must meet Munis' Standard Mass Meter Replacement file layout specifications.
2.9 Requirements for Reads
2.9.1 Scheduled Reads
Daily consumption reads must be collected, time stamped, and available to the Village for all water
customers daily. The time must be provided by the transmitter module, must be a real time clock, and
must be synchronized daily to a Village acceptable standard. The transmitter modules must provide
the following types of readings:
• A leak detection value must be transmitted each time the module transmits a signal to the data
collector.
• This value must be the minimum amount of water usage over the previous 24 hour period.
• Data logging time slots must be time synchronized and programmable for 15 minutes, 30 minutes, 60
minutes, or daily.
• A minimum of one (1) and up to six (6) consumption reads per day with a battery life of 20 years.
• Capability of real time on-demand reads.
2.10 FCC Licenses
2.10.1 If a FCC license is required, the Firm must assist in acquiring the license. Please define timetable for
acquiring FCC license.
2.11 SYSTEM Planning for Data Collection Device Location
2.11.1 Please list all available mounting options.
2.12 Imnlementation
2.12.1 The Firm, and its representatives, shall have a proven program of professional project management to
ensure successful SYSTEM installation. Project managers shall be experienced in managing the design,
installation and optimization of systems. Project management experience shall include SYSTEM integration
and training support.
2.12.2 Describe the experience in implementing SYSTEMs such as those proposed here.
2.12.3 During implementation phase, the existing (ACLARA) and newly installed systems shall be fully
functional in providing monthly usage information of the entire water system for billing purposes.
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2.12.4 During the meter replacement process the selected TEAM shall be responsible for changing the
existing water meters in the Village. The TEAM shall call and schedule appointments with the Village's
customers to replace meters. The TEAM's members proposed for the meter changeout shall go through a
background check, wear uniforms and carry identification with them. Weekly progress report shall be
provided to the Village during the meter changeout program.
2.12.5 All old meters being replaced shall be returned to the Village tagged with the address, customer
account number, and free of damage.
2.13 Warranty and Customer Support
2.13.1 Specify the warranty period on all applicable products.
2.13.2 State how long the company has supported existing AMI product lines.
2.13.3 AMR/AMI Firm must have sold, installed and put into operation the SYSTEM that is being proposed
to the Village of Oak Brook to assure knowledge and familiarity with the proposed SYSTEM, and the
AMR/AMI Firm shall comply with all AWWA Industry Standards as they relate to the SYSTEM that is
being proposed to the Village of Oak Brook.
2.13.4 Firm must supply 24-hour per day customer support, 7 days a week. Specify details of the Firm's
support package.
2.14 SYSTEM Pricing
2.14.1 Please use Schedule of Prices in Section 4.2 and describe in detail the complete pricing for the
SYSTEM proposed.
2.14.2 Please include any assumptions made in the proposed solution and pricing.
2.15 Ownership
2.15.1 The proposed business transaction shall be a purchase of the SYSTEM by the Village of Oak Brook.
2.15.2 The Village shall own all data collected by the SYSTEM. Data collected by the SYSTEM shall not
be used for any purpose without the written approval of the Village of Oak Brook.
2.16 Comfy Stability and Market Standing
2.16.1 Provide company profile and background.
2.16.2 Provide detailed manufacturer's financial and market standing information.
2.16.3 Provide legal documentation of the Firm's complete proprietary ownership of the SYSTEM and its
technology that is being proposed for use to the Village of Oak Brook.
2.16.4 It is preferred but not mandatory that the majority of the components of the SYSTEM be produced in
the United States in a manner that complies with the Buy American Requirements.
3.0 SCOPE OF SERVICES
The selected Firm shall manage the acquisition of equipment from the manufacturer and oversee all sub-
contractor(s) as awarded. Furthermore, all materials, methods, and workmanship shall be in conformance
with all related standard practices of the construction industry, Federal, State, County and Village standards.
It is anticipated that the SYSTEM shall be in an operational state immediately after the start of the project
and fully implemented within one year from the date of Notice to Proceed.
The selected Firm must provide all services necessary to meet the goals and objectives of this project. It is
the intent of the Village of Oak Brook that this will be a "turnkey" project to deliver the requested SYSTEM
within an approved budget and mutually agreed upon time frame. From the Village of Oak Brook's
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perspective, the services by the selected Firm, as a minimum, include, but shall not be limited to, the
following:
Meet with the Department of Public Works staff as necessary to establish the process for conducting the data
collector and transmitter module installation.
Advise the Village of Oak Brook, in writing, of any suggestions for more efficient, cost effective methods
and if any infrastructure is not covered under this proposal.
Verify that all sub-contractors are properly licensed and insured (i.e. liability, workers compensation,vehicle,
full background check, etc.).
Oversee the work of all sub-contractors in order to maintain the project within the approved budget and
manage the project schedule to final completion. Provide consistent and timely on-site inspections as
required to ensure the highest work quality, as well as design and specification compliance.
Serve as an advisor to the Village of Oak Brook during the installation phase and assist the Department of
Public Works during this project, as needed.
Actively coordinate the work and scheduling of each individual sub-contractor. Maintain a daily detailed
project record of conflicts, work completed, and decisions made. Resolve conflicts between the various
trades in a timely manner.
Verify the amounts owed to each sub-contractor as the project progresses and certify progress payments.
Verify receipt of lien waivers from each sub-contractor.
Prepare change orders for the Village of Oak Brook's review, approval, and execution. Provide detailed
justifications regarding the purpose and cause of each submitted change order. All change orders must be
submitted to the Village of Oak Brook, in writing, for approval prior to any work relating to the change order
proceeding.
4.0 REQUIRED PROPOSAL ONT NT
4.1 Specific Proposal Content
The proposal should thoroughly address the project objectives; equipment and work to be provided,
personnel staffing, and projected schedule for project completion. The latter shall cover the completion of
the various work stages and tasks associated with each major step of the project. Also included should be an
outline of the proposed sub-contractor(s). For the purpose of evaluating the proposals from the participating
submitters, the Village of Oak Brook will review, at a minimum, the following proposal components:
Identification of the overall project manager and most relevant past project management experiences. This
shall include a minimum of three (3) representative projects; include the project description, level of
professional involvement and performance related to cost control, as well as the ability to meet projected
installation deadlines.
Identification of the project TEAM with a clear description of the role each member of the TEAM will serve
during this project. If sub-contractors are proposed, this information shall also be provided.
I1
A detailed scope of overall work and services to be provided by the TEAM. Although the Village of Oak
Brook has attempted to identify the basic work and services required in this "Request for Proposal", this
should not constrain any submitting firm in the development of a scope they believe is necessary to meet the
Village of Oak Brook's overall objectives. The Village of Oak Brook will be receptive to alternative scopes
of service that result in a complete "turnkey" project that is both cost effective and completed within a timely
manner. The scope of overall work and services must demonstrate the submitting TEAM's understanding of
the project's objectives, priorities, and challenges.
A project schedule that identifies projected important milestones and decision points for each major work
task. A histogram should accompany the schedule identifying man-hours by personnel class and work tasks
anticipated in order to complete the proposed project.
Describe the meter changeout program in detail including proposed timeline. Experience with similar
programs executed in the last 5 years shall be provided. Provide references for these programs.
Information on the utilization of available technology by the submitting Firm to accurately and efficiently
accomplish the project.
Documentation indicating the financial stability of each sub-contractor associated with the submitting Firm.
Any current adverse situations such as litigation (pending and/or probable), claims, disputes, etc. must be
disclosed and sufficient documentation must be given to show that such situations will not negatively
financially impact this project or the ability of the Firm member(s)to fulfill their contractual obligations
during the course of this project.
Other relevant material, as needed,to exhibit the submitting Firm's ability to perform the necessary work to
provide a "turnkey" SYSTEM, and to provide adequate information to the Village of Oak Brook to evaluate
the proposal in its entirety. Any items not covered for the specific Firm's SYSTEM should be added to
reflect the complete installation and operating costs of the Firm's SYSTEM.
Please use the Schedule of Prices in section 4.2 on the following page.
All responses shall correlate with associated section and sub-section numbers.
The proposal will be used as the basis for negotiations leading to final contractual scope of services and
contract fee for the project. Should the evaluation process not result in a clear choice as to the top rated
Firm, the fee proposal will be used to assist the Village of Oak Brook in determining its final
recommendation.
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• SUPPLY.
WATERWORKS
Schedule of Unit Prices
Date:June 27,2017
Proposing Firm: HD Supply Waterworks
Oak Brook RFP 2017 Pricing
Village of Oak Brook
1200 Oak Brook Road
Oak Brook IL.60523
Attn: Mr. Rick Valent-Public Works Superintendent
Unit
Description Quantity Price Amount
5/8"x 3/4" WERL 3067 $105.00 $322,035.00
3/4"S WERL 107 $105.00 $11,235.00
3/4"WERL 423 $118.00 $49,914.00
1"WERL 1256 $154.00 $193,424.00
1 1/2"OMNI R2 0 $372.00 $0.00
2"OMNI R2 0 $523.00 $0.00
1 1/2"OMNI C2 183 $876.00 $160,308.00
2"OMNI C2 125 $1,010.00 $126,250.00
3"OMNI C2 80 $1,280.00 $102,400.00
4"OMNI C2 36 $2,225.00 $80,100.00
6"OMNI C2 4 $3,845.00 $15,380.00
Meter Subtotal $1,061,046.00
M400 Tower Gateway BaseStation including
installation 2 $42,500.00 $85,000.00
510M Single-Port Smartpoint Transmitters for
NEW METERS 5281 $102.00 $538,662.00
Infrastructure Subtotal $623,662.00
Installation of 5/8"x3/4" Meter&Transmitter 3067 $116.00 $355,772.00
Installation of 3/4"S Meter&Transmitter 107 $116.00 $12,412.00
Installation of 3/4"Meter&Transmitter 423 $116.00 $49,068.00
Installation of 1" Meter& Transmitter 1256 $135.00 5169,560.00
Installation of 1 1/2" Meter& Transmitter 183 $295.00 $53,985.00
Installation of 2"Meter& Transmitter 125 $312.00 $39,000.00
Installation of 3" Meter&Transmitter 80 $605.00 $48,400.00
installation of 4"Meter&Transmitter 36 $725.00 $26,100.00
Installation of 6"Meter&Transmitter 4 $1,765.00 $7,060.00
5/8"- I"Ground Strap install Includes Material 4853 $40.00 $194,120.00
Installation of Transmitter Only-Existing 0 $95.00 $0.00
Installation Subtotal $955,477.00
Unit
Descri (ion Quantity Price Amount
Hosting Set Up and Maintenance Fee. (I ST 1 $37,000.00 $37,000.00
YEAR)
Hardware Maintenance Fee 2 $1,650.00 $3,300.00
Project Management Fee 1 $9.500.00 $9,500.00
System Implementation and Training 1 $5,500.00 $6,350.00
Supplementary Items Subtotal $49,800.00
Proposal Total $2,689,985.00
NOTE:
•Utility to provide electric to Basestation.
•Utility to provide communication link from Basestatlonn to RNI. (Backhaul)
•Utility responsible for interface from Logic MDM Software to Utility Billing Software.
•Basestation quantities determined by Propagation Study.
•Final project pricing shall be determined by actual meter quantities supplied/installed.
•Installation pricing has been based on Standard Meter Settings and'Like Meter for Like Meter'exchange
•Performance Bond is estimated at$25,000 per year if required.
Nark Baran
Territory Manager
4.3 Miscellaneous Proposal Information
The Village of Oak Brook reserves the right to accept or reject, either in whole or part, any and all submittals
in response to this request, with or without cause, and to waive informalities in any submittals which are in
the best interest of the Village of Oak Brook.
All material submitted regarding this "Request for Proposal" becomes the property of the Village of Oak
Brook and will be returned to the submitting Firm(s)at the Village of Oak Brook's sole discretion.
Responses may be reviewed by any person, including the general public, after the final selection has been
made. The Village of Oak Brook reserves the sole right to use any or all ideas presented in reply to this
request. Disqualification of a specific Firm does not eliminate this right.
The Village of Oak Brook is not liable for any costs incurred by any Firm prior to issuance of a written
agreement, contract, and/or purchase order.
The contents of the proposal of the successful Firm will become part of a contractual obligation if the Village
of Oak Brook wishes to execute a contract based on the submitted proposal. Failure of the successful Firm to
accept these obligations in a purchase agreement, purchase order, contract, and/or similar legal document
may result in cancellation of the award by the Village of Oak Brook.
All documents, drawings, and specifications produced in response to the contract resulting from this
"Request for Proposal" will become the sole property of the Village of Oak Brook upon validated
compensation of the Firm for services rendered to date. This will include any original drawings and
specifications prepared for this project.
The Village of Oak Brook reserves the right to contact any reference and/or client listed in the submitted
documents for information which may be helpful to the Village of Oak Brook in evaluating the Firm's
performance on previous assignments and/or projects.
The Village of Oak Brook reserves the right to contact any previous professional client(s)regarding any and
all members associated with the Firm which may be helpful to the Village of Oak Brook in evaluating the
Firm's performance on previous assignments and/or projects.
Firms shall promptly notify the Village of any ambiguity, inconsistency or error that they may discover upon
examination of the RFP. Interpretations, corrections, and changes to the RFP will be made by addendum.
Interpretations, corrections or changes made in any other manner will not be binding.
Questions concerning the RFP must be submitted in writing to Rania Serences, Senior Purchasing Assistant,
rserencesgoak-brook.org , no later than 12:00 p.m., April 5, 2017. Questions must be submitted by email.
A response to these questions will be made by means of an addendum distributed to all Firms, if deemed
necessary no later than April 12, 2017. Addenda are written instruments issued by the Village prior to the
date for receipt of submittals which modify or interpret the RFP by addition, deletion, clarification or
correction. Each Firm shall ascertain prior to issuing a submittal that all addenda issued have been received
and, by issuing a submittal, such act shall be taken to mean that such Firm has received all addenda and that
the Firm is familiar with the terms thereof and understands fully the contents of the addenda.
5.0 PROCUREMENT OF PROFESSIONAL SERVICES
5.1 Proposal Evaluation and Final Selection
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Upon receipt of each Firm's submission the written proposals will be opened and evaluated in private and
submittal information will be kept confidential until such time that a recommendation is made to the Village
Board. Based on a proposal evaluation,the Village of Oak Brook will negotiate with the selected Firm to
finalize the scope of work as well as all associated service fees, for inclusion in the final contract between the
parties.
If the cost estimate of the proposal is shown by review or analysis to be improper, and/or subsequent
negotiations are unsuccessful in bringing the proposal within an acceptable range, the Village of Oak Brook
reserves the right to cease discussions with the primary party and initiate negotiations with another party.
5.2 Negotiations Guidelines
The selected primary Firm shall participate in fee negotiation meetings with the Village of Oak Brook. The
negotiations will cover the Firm's costs (direct and indirect) and profit or net fee, as may be considered by
the Village of Oak Brook to be reasonable. The parties will also agree upon the proposed project schedule
and any final adjustments in the project requirements at that time.
5.3 Standard Agreement
When the associated costs/fees, as well as contract terms have been agreed upon, the Village of Oak Brook
staff will prepare the necessary local legislation requesting approval of an Agreement to enter into a contract.
The Agreement that will be entered into by the parties will specify that for purposes of any lawsuit(s)
between the parties concerning the contract, its enforcement, or the subject matter thereof, the venue shall be
in DuPage County, Illinois, and the laws of the State of Illinois shall govern the cause of action.
5.4 Comnensation and Payment
The Village of Oak Brook shall reimburse the selected party as may be necessary to complete the
requirements of this assignment as set forth in the agreement between the parties. All requests for payment
will be required to provide all supporting documentation in accordance with the contract between the parties
before any disbursements will be executed by the Village of Oak Brook. During the installation phase, it
shall be the responsibility of the party to obtain all waivers of liens from the associated sub-contractors.
All contractors and sub-contractors bidding for work involving fixed works constructed for public use must
pay prevailing wages as required by the Illinois Prevailing Wage Act(820 ILCS 130) and each participating
contractor and sub-contractor at a minimum shall submit a monthly certified payroll to the Village as
required under Section 5 of the Prevailing Wage Act (820 ILCS 130/5).
5.5 Bonds and Insurance
Insurance Reguirements
Certificates of Insurance and Additional Insured Endorsement shall be presented to the Village within fifteen
(15) days after the receipt by the contractor of the Notice of Award and the unexecuted contract, it being
understood and agreed that the Village will not approve and execute the contract nor will the bid guarantee
be returned until acceptable insurance certificates are received and approved by the Village.
Each contractor performing any work pursuant to a contract with the Village of Oak Brook and each
permittee working under a permit as required pursuant to the provisions of Title 1, Chapter 8 of the Code of
Ordinances of the Village of Oak Brook (hereinafter referred to as "Insured") shall be required to carry such
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insurance as specified herein. Such contractor and permittee shall procure and maintain for the duration of
the contract or permit insurance against claims for injuries to persons or damages to property which may
arise from or in connection with the performance of the work under the contract or permit, either by the
contractor, permittee, or their agents, representatives, employees or subcontractors.
A contractor or permittee shall maintain insurance with limits no less than:
A. General Liability- $2,000,000 combined single limit per occurrence for bodily injury,
personal injury and property damage, provided that when the estimated cost of the work in question does not
exceed $5,000, the required limit shall be $500,000;
B. Automobile Liability(if applicable) - $1,000,000 combined single limit per accident for
bodily injury and property damage;
C. Worker's Compensation and Employer's Liability - Worker's Compensation limits as required
by the Labor Code of the State of Illinois and Employer's Liability limits of$1,000,000 per accident.
Any deductibles or self-insured retention must be declared to and approved by the Village. At the
option of the Village, either the insurer shall reduce or eliminate such deductible or self-insured retention as
respects the Village, its officers, officials, employees and volunteers; or the Insured shall procure a bond
guaranteeing payment of losses and related investigations, claim administration and defense expenses to the
extent of such deductible or self-insured retention.
The policies shall contain, or be endorsed to contain, the following provisions:
D. General Liability and Automobile Liability Coverage -
(1) The Village, its officers, officials, employees and volunteers are to be covered as
additional insureds as respects: liability arising out of activities performed by or on behalf of the Insured;
premises owned, occupied or used by the Insured. The coverage shall contain no special limitations on the
scope of protection afforded to the Village, its officers, officials, employees, volunteers or agents.
(2) The Insured's insurance coverage shall be primary insurance as respects the Village, its
officers, officials, employees, volunteers and agents. Any insurance or self-insurance maintained by the
Village, its officers, officials, employees, volunteers or agents shall be in excess of the Insured's insurance
and shall not contribute with it.
(3) Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to the Village, its officers, officials, employees, volunteers or agents.
(4) The Insured's insurance shall apply separately to each covered party against whom
claim is made or suit is brought except with respect to the limits of the insurer's liability.
E. Worker's Compensation and Employer's Liability Coverage
The policy shall waive all rights of subrogation against the Village, its officers, officials,
employees, volunteers and agents for losses arising from work performed by the insured for the Village.
Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled by
either party, reduced in coverage or in limits except after thirty(30) days prior written notice by certified
mail has been given to the Village. Each insurance policy shall name the Village, its officers, officials and
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"HD Supply Waterworks" shall mean HD Supply Waterworks, Ltd., a limited partnership, together with
its successors.
"Installation Contract" shall mean the Procurement, Installation, and Management Contract attached to
this Agreement as Appendix A,but only to the extent that the Parties have executed and delivered such Appendix A.
"Manufacturer Defect" shall mean any fault or defect in materials or workmanship that manifests itself
during the Warranty Period and is covered by the manufacturer's warranty.
"Manufacturer's Warranty Period'shall have the meaning set forth in Appendix D to this Agreement.
"R411y"shall mean either HD Supply Waterworks or Client.
"Project" shall mean the work to be performed by HD Supply Waterworks or its subcontractors as
described in this Agreement.
"Project Materials and Supplies"shall mean the materials and equipment specified in Appendix A.
"RF"shall be interchangeable with the term Radio Frequency.
"State"shall mean the State of Illinois,in which Client is located.
"Third Party"shall mean a person or entity other than Client or HD Supply Waterworks.
"Utility Service Area" shall mean the geographic area where the Project will be installed and the Work
(and, if applicable,the Services)will be performed. This geographic area shall be specifically defined as The water service
are of The Village of Oak Brook and any other geographic areas including Client's system that HD Supply Waterworks, in
its discretion,shall approve in writing for inclusion in the Utility Service Area.
"Warranty Period"shall have the meaning set forth in Appendix D to this Agreement.
"Work" shall mean all work required for the completion of HD Supply Waterworks' obligations under
this Agreement, including, to the extent that the Parties execute and deliver the Installation Contract attached hereto as
Appendix A,the installation Work contemplated by the Installation Contract.
3. Term. The Term of this Agreement shall begin on the commencement date as listed in the opening
paragraph and, unless earlier terminated in the manner contemplated by this Agreement, shall endure for the period
specified in Appendix A. Notwithstanding the foregoing, either Party may terminate this Agreement and the Services and
Work described herein by giving the other Party sixty (60) days prior written notice of its termination of this Agreement.
No such termination shall have the effect of terminating any Financing Contract between the Parties if there are any
amounts outstanding in respect of such Financing Contract.
4. HD Supply Waterworks' Responsibility. HD Supply Waterworks shall provide Services, supply
Project Materials and Supplies, and do all other Work as described in this Agreement. Without limiting the generality of
the foregoing,HD Supply Waterworks shall maintain supervision of all its subcontractors. Any Work beyond the scope of
the Work agreed to herein shall not be considered as part of this Agreement. There shall be no implied or verbal
agreements between the Parties relating to the subject matter of this Agreement.
5. Client's Responsibility. Client shall be responsible for cooperating with HD Supply Waterworks,
providing accurate information in a timely manner, and making payment in a timely manner for Work performed, Project
Materials and Supplies furnished,or Services rendered. Client shall designate a representative who will be fully acquainted
with the Work and will be reasonably accessible to HD Supply Waterworks and its subcontractors, and will have the
authority to make decisions on behalf of Client. Client shall provide to HD Supply Waterworks and its subcontractors all
information regarding legal limitations, utility locations and other information reasonably pertinent to this Agreement and
the Project. Client shall be required to give prompt notice should it become aware of any fault or defect in the Project.
6. Default of Client. The following events shall be considered events of Default of Client: (a)The failure
of Client to make payments to HD Supply Waterworks in accordance with the terms of this Agreement; (b) any
representation or warranty provided by Client that proves to be materially false or misleading when made; (c)any material
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failure of Client to comply with or perform according to the terms of this Agreement or to correct such failure to perform
within any cure period specified in this Agreement. If an event of Default by Client occurs, HD Supply Waterworks will
exercise any and all remedies available to it under this Agreement.
7. Default of HD Summly Waterworks. The following events shall be considered events of default on the
part of HD Supply Waterworks: (a) failure of HD Supply Waterworks to provide adequate personnel, equipment, and
supplies in accordance with the provisions and specifications of this Agreement, (b) any failure to promptly re-perform,
within a reasonable time, Work or Services that properly were rejected as defective or nonconforming,(c)the failure of HD
Supply Waterworks to deliver its Work and Services free and clear of any lien or encumbrance by any subcontractor,
laborer,materialman,or other creditor of HD Supply Waterworks,(d)any representation or warranty(other than a warranty
as contemplated by Section 10 of this Agreement) provided by HD Supply Waterworks proves to be materially false or
misleading when made, (e) any material failure of HD Supply Waterworks to comply with or perform according to the
terms of this Agreement or to correct such failure to perform within any cure period specified in this Agreement. In the
event of default by HD Supply Waterworks,Client may exercise any and all remedies available to it under this Agreement.
8. Insolvency. In the event that either Party becomes insolvent or makes an assignment for the benefit of
creditors or is adjudicated bankrupt or admits in writing that it is unable to pay its debts, or should any proceedings be
instituted under any state or Federal Law for relief of debtors or for the appointment of a receiver,trustee, or liquidator of
either Party, or should voluntary petition in bankruptcy or a reorganization or any adjudication of either Party as an
insolvent or a bankrupt be filed, or should an attachment be levied upon either Parties equipment and not removed within
five(5)days therefrom,then upon the occurrence of any such event,the other Party shall thereupon have the right to cancel
this Agreement and to terminate immediately all work hereunder without further obligation.
9. Taxes. Permits. and Fees. HD Supply Waterworks shall be responsible for obtaining all permits and
related permit fees associated with the Project; however the city must disclose any known fees in advance of contract
signing. Client shall pay sales, use, consumer, and like taxes, when applicable. Client shall be responsible for securing at
its sole expense any other necessary approvals, easements, assessments, or required zoning changes. Client shall be
responsible for personal property taxes and real estate taxes on the Project. HD Supply Waterworks shall be responsible
for all taxes measured by HD Supply Waterworks' income.
10. Warranty. The warranty provided by HD Supply Waterworks and the manufacturer on Project Materials
and Supplies, Work, and Services shall be as set forth in Appendix D.
11. Indemnity. Subject to Sections 13 and 14 of this Agreement:
(a) Except as otherwise expressly provided in Section I I(b)below, Client assumes all liability and
risk associated with the use, operation, and storage of the Project Materials and Supplies and for property damage, injuries,
or deaths associated with or arising out of the use and operation of the Project unless said damage, injury, or death is the
direct result of HD Supply Waterworks,its employees,and agents.
(b) HD Supply Waterworks shall indemnify Client and employees against all claims for payment of
subcontractors or materialmen hired by HD Supply Waterworks for Work relating to the Project. HD Supply Waterworks
and Client agree that HD Supply Waterworks is responsible only for damages that result from the intentional misconduct or
the negligent act or omission of HD Supply Waterworks or its subcontractors.
12. Safety. HD Supply Waterworks shall have the primary responsibility for the supervision, initiation, and
maintaining all safety precautions and programs necessary to complete its Work associated with the Project. HD Supply
Waterworks agrees to comply with all applicable regulations, ordinances, and laws relating to safety. It shall be the
responsibility of Client, however,to assure that the sites controlled by Client at which HD Supply Waterworks expected to
do its Work are safe sites.
13. Liability and Force Maieure. HD Supply Waterworks' liability under this Agreement shall not exceed
the amounts paid to HD Supply Waterworks by Client hereunder. Neither HD Supply Waterworks nor Client shall be
responsible to each other for any indirect, consequential, incidental, exemplary or special damages resulting in any form
from the Project. Neither HD Supply Waterworks nor Client shall be responsible to each other for injury, loss,damage, or
delay that arise from Force Majeure. HD Supply Waterworks shall not be responsible for any equipment or supplies other
than Project Equipment and Supplies.
14. Insurance and Risk.
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(a) During the Term of this Agreement HD Supply Waterworks shall maintain and shall assure that
its subcontractors maintain insurance as follows:
(1) Workers' compensation insurance (or self-insurance) in accordance with applicable
law;
(2) Comprehensive general liability insurance
(3) Motor vehicle liability insurance
Such coverage may be provided under primary and excess policies. At the request of Client,HD Supply Waterworks shall
provide or cause its subcontractor to provide to Client a certificate of insurance with respect to such policies.
(b) Client shall assume full responsibility for any risk of loss except to the extent that (1) the
damages are the result of negligence, failure to act, or willful or intentional act of HD Supply Waterworks or its
subcontractors as provided in Section 11(b) above, or (2) the loss is covered by the insurance contemplated by Section
14(a)above.
15. Hazardous Materials. The Project and the Work expressly excludes any Work or Services of any nature
associated or connected with the identification,abatement, cleanup,control,removal,or disposal of Hazardous Materials or
substances. Client warrants and represents that,to the best of Client's knowledge, there is no asbestos or other hazardous
materials in the Project premises in areas that HD Supply Waterworks shall be required to perform work that in any way
will affect HD Supply Waterworks' ability to complete the Project. If HD Supply Waterworks is made aware or suspects
the presence of Hazardous Materials, HD Supply Waterworks reserves the right to stop work in the affected area and shall
immediately notify Client. It shall remain Client's responsibility to correct the condition to comply with local and federal
standards and regulations. Client shall remain responsible for any Claims that result from the presence of the Hazardous
Materials. Client is responsible for proper disposal of all hazardous materials,including but not limited to lithium batteries.
16. Cleanup. HD Supply Waterworks will be responsible for keeping the Project area free from the
accumulation of waste materials or trash that result from the Project-related Work. Upon completion of the initial Project-
related Work, HD Supply Waterworks will remove all waste materials, trash, tools, construction equipment and supplies,
and shall remove all surplus materials associated with the Project.
17. Delays and Access. If conditions arise that delay the commencement, completion, or servicing of the
Project as a consequence of Force Majeure or failure of Client to perform its obligation that prevents HD Supply
Waterworks or its agents from performing work,then HD Supply Waterworks will notify Client in writing of the existence
of delay and the nature of the delay. Client and HD Supply Waterworks will then mutually agree upon any new completion
dates, disbursement terms, and payment terms for the Work contemplated by this Agreement. Nothing in the foregoing
sentence shall be deemed to relieve Client from its obligation to provide HD Supply Waterworks and its subcontractors
reasonable and safe access to facilities that are necessary for HD Supply Waterworks to complete the Work.
18. Quality of Materials. HD Supply Waterworks will use the Project Materials and Supplies specified in
Appendix A. Where brand names and part numbers are specified HD Supply Waterworks will use the items listed in
Appendix A unless specified items are unavailable or discontinued. In this instance HD Supply Waterworks will work with
Client to choose a substitute. Where brand names are not specified, HD Supply Waterworks will choose Project Materials
and Supplies that are within industry norms and standards. Should Client require Project Materials and Supplies with
specific requirements,Client should make these specifications known in a timely manner. HD Supply Waterworks can use
Client-furnished or Client-specific materials; however, Client will need to provide them or pay the difference in price and
labor should any exist. Examples of Client specific requirements include but are not limited to country or state of origin,
union manufactured,specific brand,or manufacturing process.
19. Financing. If the Parties so agree and have so indicated in Section 1 of this Agreement, HD Supply
Waterworks shall provide financing for the Project pursuant to any separate Financing Contract executed and delivered by
the Parties as contemplated by Appendix C. The Financing Contract is not part of this Agreement, and this Agreement is
not part of the Financing Contract.
20. Legal Governance. The laws of the State shall govern this Agreement and the relationship of the Parties
contemplated hereby.
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21. Dispute Resolution.
(a) The Parties will attempt in good faith to resolve through negotiation any dispute, claim or
controversy arising out of or relating to this Agreement. Either Party may initiate negotiations by providing written notice
to the other Party, setting forth the subject of the dispute and the relief requested. The recipient of such notice will respond
in writing within three business days from receipt with a statement of its position on, and recommended solution to, the
dispute. If the dispute is not resolved by these negotiations within 15 business days following the date of the initial written
notice,the matter will be submitted to mediation in according with Section 21(b)below.
(b) Except as provided herein, no civil action with respect to any dispute, claim, or controversy
arising out of or relating to this Agreement may be commenced until the Parties have attempted in good faith to resolve the
matter through a mediation proceeding, under the mediation procedure of the CPR Institute for Dispute Resolution
("CPR"), JAMS/Endispute, the American Arbitration Association ("AAA"), or as otherwise agreed upon by the Parties.
Either Party may commence mediation by sending a written request for mediation to the other Party, within 45 business
days following the expiration of the 15-business day period under subsection (a) above, setting forth the subject of the
dispute and the relief requested. Unless the Parties agree otherwise in writing, a single mediator shall conduct the
mediation, and the mediator shall be selected from an appropriate CPR, JAMS/Bndispute, AAA or other panel as agreed
upon by the Parties. The mediation shall be conducted in the county of the State in which Client has its principal office.
Each Party may seek equitable relief prior to or during the mediation to preserve the status quo pending the completion of
that process. Except for such an action to obtain equitable relief,neither Party may commence a civil action with respect to
the matters submitted to mediation until after the completion of the internal mediation session, or 45 days after the date of
filing the written request for mediation, whichever occurs first. Mediation may continue after the commencement of a civil
action,if the Parties so desire.
(c) The Parties further agree that in the event any dispute between them relating to this Agreement is
not resolved under Section 21(a)or(b)above, exclusive jurisdiction shall be in the trial courts located within the county of
the State in which Client has its principal office, any objections as to jurisdiction or venue in such court being expressly
waived. In the event of a breach or threatened breach by Client of this Agreement, HD Supply Waterworks in its sole
discretion may, in addition to other rights and remedies existing in its favor and without being required to post a bond or
other security, apply to any court for specific performance and/or injunctive or other relief in order to enforce, or prevent
the violation of, this Agreement. BOTH CLIENT AND HD SUPPLY WATERWORKS HEREBY IRREVOCABLY
WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER
BASED UPON CONTRACT, TORT OR OTHERWISE)ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATIONS, ADMINISTRATION, PERFORMANCE OR
ENFORCEMENT THEREOF.
(d) All issues and questions concerning the construction, validity, enforcement and interpretation of
this Agreement shall be governed by, and construed in accordance with, the laws of the State,without giving effect to any
choice of law or conflict of law rules or provisions (whether of the State or any other jurisdiction) that would cause the
application hereto of the laws of any jurisdiction other than the laws of the State.
22. Attorney's Fees. In the event of any litigation between Parties hereto arising from or with respect to this
Master Project Agreement,the Parties will each bear their own attorneys'fees and costs of the action.
23. Assignability. Client may not assign,delegate or otherwise transfer this Agreement or any of its rights or
obligations hereunder without HD Supply Waterworks'prior written consent.
24. Notices. All notices and communications related to this Agreement shall be made in following address:
If to Client: The Village of Oak Brook
1200 Oak Brook Rd
Oak Brook IL 60523
If to HD Supply Waterworks: HD Supply Waterworks,Ltd.
220 S Westgate Drive
Carol Stream IL 60188
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25. Binding Effect. Each of Client and HD Supply Waterworks represents and warrants to the other that
this Agreement has been duly authorized, executed and delivered by such Party and constitutes a legal, valid and binding
agreement of such Party enforceable against such Party in accordance with its terms.
26. Modifications. This Agreement shall not be modified,waived, discharged,terminated, amended, altered
or changed in any respect except by a written document signed and agreed to by both HD Supply Waterworks and Client.
27. Severability. Any term or provision found to be prohibited by law or unenforceable shall be ineffective
to the extent of such prohibition or unenforceability without, to the extent reasonably possible, invalidating the remainder
of this Agreement.
28. Privacy. The Privacy Policy of HD Supply may be accessed at the following URL:
http://www.hdsupply.com/popups/privacy.asp.
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the day and year first above written.
"HD SUPPLY WATERWORKS"
HD SUPPLY WATERWORKS,LTD. _
OFFICIASEAL
DONNA M PUPILLO
By: NOTARY PUBLIC-STATE OF ILLINOIS
rinted Name: Thomas L Whalls Jr MY COMMISSION EXPIRES:O6/19/20
Printed Title: District Manager G/YVVI 0, n 9L LP
"CLIENT" ,
Village of Oak Brook
By:
Printed Name,,: tA� i c 8th e-y-
Printed Title V l
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SUPPLY.
WATERWORKS
Auaendix A
Procurement,Installation,and Management Contract
Provider:HD Supply Waterworks,Ltd. ("HD Supply Waterworks")
Client: The Village of Oak Brook
This Procurement,Installation,and Management Contract(the"Installation Contract")is an Appendix to the Master Project
Agreement of even date herewith (the "Master Agreement") concerning the Project referenced in the Master Agreement.
1. Summary of Work. The Summary of Work for the Project contemplated by the Master Agreement
consists of application design of the AMR system, providing and installing all Project Materials and Supplies as listed in
Exhibit A-1, and management of the installation process. The purpose of this Work is to upgrade the existing system in
order to provide an AMR-capable system that will meet or exceed the Factory Installation Recommendations.
Sumniary of
To Be Determined
2. Proiect ImMementation Period. The Project is projected to commence on October, 2017, and will be
implemented over an approximate 14-month period of time. Below is an estimated construction Schedule:
Estimated Construction Schedule:
Project Start Date October 2017
25%Complete March 2018
50% June 2018
75% September 2018
100% December 2018
3. Compensation. Client agrees to pay HD Supply Waterworks,as estimated,$2,689,985.00 for the Project
Materials and Supplies and work as described in Exhibit A-1, and additionally for each supplemental item as required by
Client and agreed by the parties. In addition, Client agrees to pay HD Supply Waterworks for the Work and Services
contemplated by this Installation Contract as set forth in the Master Agreement. Payment terms shall be as follows:
(a) Payment for Project Materials and Supplies. Client will make payment to HD Supply
Waterworks for Project Materials and Supplies within thirty(30)days of the receipt of an invoice for such Project Materials
and Supplies(which will be invoiced no more frequently than weekly. No payment shall be made for Project Materials and
Supplies, however, until Client shall have issued a related Acceptance Certificate, which Client shall issue promptly
following its receipt of Project Materials and Supplies.
(b) Draw Schedule. This Section 3(b) [ ] shall be applicable,or [X] shall not be applicable(mark
as appropriate)to this Installation Contract. If this Section 3(b) is applicable, HD Supply Waterworks shall be entitled to
percentage payment for its Work and Services in accordance with the following draw schedule:
Draw Schedule:
Project Start Date XX/XX/XXXX
25%Complete XX/XX/XXXX
50% XX/XX/XXXX
75% XX/XX/XXXX
100% XX/XX/XXXX
No payment shall be made,however,until Client shall have issued an Acceptance Certificate with respect to such Work and
Services, which Client shall issue promptly based on achievement of the draw schedule milestones set forth above. HD
Supply Waterworks shall be paid for Project Materials and Supplies as set forth in Section 3(a)above.
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(c) No Draw Schedule. If the Parties have not agreed to a draw schedule in Section 3(b)above,
Client shall pay HD Supply Waterworks for all Work and for Services as such Work and Services are performed,with HD
Supply Waterworks to bill Client on a monthly basis for all of the foregoing. Client will make payment for all Work and
Services performed under this Installation Contract within thirty(30)days after receipt of HD Supply Waterworks' invoice
for such Work and Services(which will be invoiced monthly). No payment shall be made,however,until Client shall have
issued an Acceptance Certificate with respect to such Work and Services,which Client shall issue promptly based on
achievement of the draw schedule milestones set forth above. HD Supply Waterworks shall be paid for Project Materials
and Supplies as set forth in Section 3(a)above.
(d) Financing Contract. Where the Parties have agreed to a separate Financing Contract (which is
not part of this Contract, and this Contract is not part of the Financing Contract), payment shall be made as monies are
advanced under the Financing Contract.
4. Installation Responsibilities of HD Supply Waterworks.
(a) Project Installation. HD Supply Waterworks agrees to do the Work, provide the Services, and
furnish the Project Materials and Supplies in accordance with Client's specifications that are attached to this Installation
Contract during the estimated construction period listed above. HD Supply Waterworks will be responsible for installing
the Project according to manufacturer standards and such local standards, if any, as are attached hereto or described as
follows: Referenced in Exhibit A-4.
HD Supply Waterworks will warrant the Project Materials and Supplies, the Work, and any other Services as provided in
Section 10 of the Master Agreement. Client may elect to execute a Service Contract with HD Supply Waterworks for
additional maintenance provisions.
(b) Water Shutoffs. HD Supply Waterworks, its agents and subcontractors, will be responsible for
shutting off the water to each meter serviced as well as notifying each customer of the water shutoff. Some assistance may
be required by Client with the notification of its customers. The Installation team will knock on the doors of residential
customers as well as leave notifications on their doors. In the case of large commercial customers such as: schools,
hospitals, nursing homes or any other commercial customer, special efforts will be made to ensure minimum disruption to
their water needs. In order to prevent any damage from running flush valves or any other plumbing fixtures that are
sensitive to water shutoffs, HD Supply Waterworks will schedule replacements with these commercial customers and will
notify the maintenance personnel when turning the water back on at these facilities. Regardless of any effort of HD Supply
Waterworks, ultimate responsibility of any and all fixtures inside buildings will remain the responsibility of the end user
and/or Client as detailed in any Service Contract that exists between Client and its Customers.
In the event that the service location lacks a curb stop, or it is defective, HD Supply or its representative will contact the
utility. In this event the utility will either A)authorize HD Supply to repair the defect at the price as listed in appendix A-1
or, B)the utility will repair the defect themselves and notify HD Supply that the repair has been made or, C)Exclude the
meter change out from project.
(c) Meter Boxes, Vaults, and Roadways. HD Supply Waterworks is responsible for repairing any
damages to meter boxes, vaults, and roadways that result from the installation of the Project; provided, however,that HD
Supply Waterworks shall not be liable for pre-existing conditions or leaks. HD Supply Waterworks will install new meter
boxes as authorized by the Cities representative, with appropriate lid selection, mutually agreed upon. The Village of Oak
Brook will retain all existing water meters and materials pulled from the ground during the installation.
(d) AMI Infrastructure Work. HD Supply Waterworks will develop a Scope of Work specific to the
design, deployment, and execution of any AMI infrastructure work as per the project needs. This Scope of Work will be
tailored to the project, as well as any site specific conditions. Once this Scope of Work is developed and mutually agreed
upon by the Parties, it will become extension to the Master Project Agreement Appendix A, and as such will be binding
between the parties.
(e) Disposal. HD Supply Waterworks will be responsible for the disposal of all waste, debris and
materials from the installation of the Project.
(f) Certified Installers. In the event that the Installation Contract includes gas or electric meters or
should local laws dictate, HD Supply Waterworks will ensure that the meter installers are certified by the governing board
as required.
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(g) Liability.
Water Meter Change out: HD Supply Waterworks is responsible for any damages that occur
within 6"on either side of the water meter resulting from the Project installation. Any damages incurred within this 6"area
will be promptly repaired at the expense of HD Supply Waterworks. HD Supply Waterworks is not liable for damages
outside the 6" zone, either on the water distribution side or on the customer side incurred from the Project installation
including shutoff,temporary outage, and restart of water service. HD Supply Waterworks is not liable for any pre-existing
conditions including leaks,faulty workmanship and materials from previous projects or rust. Should such conditions occur
(i.e.leaks)HD Supply Waterworks may document them and at Client's written request repair them for a negotiated price.
Back-Flow Prevention Devices: Should the city elect to have HD Supply Waterworks install or
repair any Back-Flow Prevention Devices, HD Supply Waterworks assumes no liability or responsibility for the proper
functioning of these devices. HD Sgpply Waterworks recommends that the utility notify each customer about the potential
impact of thermal e-Apansion but leaves this decision to the discretion of the utility.
(h) Non-Covered Work. Contracted meter change outs contemplate a standard meter change
out. In the event that locations exist where conditions exist which require nonstandard work (i.e. move a service location
etc., move fences for or other customer structures & items for access, install systems in heavy traffic locations alleys,
parking lots etc.),HD Supply and the City will discuss pricing and work may proceed from this point or the city may elect
to excuse this work from the project. In any event where safety concerns would cause undue risk to the work Crews this
work shall be considered nonstandard and shall be excused from the project.
5. Responsibilities of Client during Installation.
(a) Owner-Furnished Data. Client shall provide HD Supply Waterworks all technical data in
Client's possession, including previous reports, maps, surveys, and all other information in Client's possession that HD
Supply Waterworks informs Client's representative is necessary as it relates to Project. Client shall be responsible for
identifying the location of meters. Should HD Supply Waterworks require assistance in finding the meter location, Client
shall locate the meter in a timely manner.
(b) Access to Facilities and Property. Client shall make its system facilities and properties available
and accessible for inspection by HD Supply Waterworks and affiliates.
(c) Client Cooperation. Client support will be required during implementation of this Improvement
Measure to obtain access to meter boxes/pits, infrastructure sites and to coordinate utility interruptions. Client will provide
notification in its billing to its customers that HD Supply Waterworks is performing the designated work and that possible
service interruption may result.
(d) Timely Review. That Client through its designated representatives shall examine all invoices,
and inspect all completed work by HD Supply Waterworks in a timely manner. In the event that a Client delay results in
the lack of a progress payment disbursement, HD Supply Waterworks reserves the right to delay further work without
penalty until such time as payments are made. HD Supply Waterworks further reserves all rights and options available to it
under the Master Project Agreement.
IN WITNESS WHEREOF,the Parties have executed this Installation Contract as of August 8,2017.
"HD SUPPLY WATERWORKS"
HD SUPPLY WATERWORKS,LTD.
OFFICIAL SEAL
DONNA M PUPILLO
By: ®�'l NOTARY PUBLIC-STATE OF ILLINOIS
MY COMMISSION EXPIRES:06/19120
P ted Name: Thomas L Whalls Jr
Printed Title: District Manager
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"CLIENT"
VILLAGE OF OAK BROOK
By:
Printed Name''i ccaltoo i�• CTi 1 E
Printed Title U lL Jae&tAA1jA&W-
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• SUPPLY.
WATERWORKS
Exhibit A-1
Material Procurement Summary
For Installation Contract
Provider:HD Supply Waterworks,Ltd. ("HD Supply Waterworks")
Client:The Village of Oak Brook
This Material Procurement Summary is an Exhibit to and hence part of the Installation Contract contemplated by the
Master Project Agreement (the "Master Agreement"), and it includes all Project Materials and Supplies to be used in
connection with the Work contemplated by the Installation Contract and the Master Agreement, as the same will be
identified specifically in future invoices generated by HD Supply Waterworks and attached to each Acceptance Certificate
(Exhibit A-2) contained in the Installation Contract. A summary of the Project Materials and Supplies required for the
Project is as follows:
Work Description and Pricing
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• SUPPLY.
WATERWORKS
Schedule of Unit Prices
Date: June 27,2017
Proposing Firm: HD Supply Waterworks
Oak Brook RFP 2017 Pricing
Village of Oak Brook
1200 Oak Brook Road
Oak Brook IL. 60523
Attn: Mr. Rick Valent-Public Works Superintendent
Unit
Description Quanti Price Amount
5/8"x 3/4" iPERL 3067 $105.00 $322,035.00
3/4"S iPERL 107 $105.00 $11,235.00
3/4"WERL 423 $118.00 $49,914.00
1" iPERL 1256 $154.00 $193,424.00
1 1/2"OMNI R2 0 $372.00 $0.00
2"OMNI R2 0 $523.00 $0.00
1 1/2"OMNI C2 183 $876.00 $160,308.00
2"OMNI C2 125 $1,010.00 $126,250.00
3"OMNI C2 80 $1,280.00 $102,400.00
4" OMNI C2 36 $2,225.00 $80,100.00
6" OMNI C2 4 $3,845.00 $15,380.00
Meter Subtotal $1,061,046.00
M400 Tower Gateway BaseStation including 2 $42,500.00 $85,000.00
installation
510M Single-Port Smartpoint Transmitters for 5281 $102.00 $538,662.00
NEW METERS
Infrastructure Subtotal $623,662.00
Installation of 5/8"x3/4" Meter& Transmitter 3067 $116.00 $355,772.00
Installation of 3/4"S Meter&Transmitter 107 $116.00 $12,412.00
Installation of 3/4"Meter&Transmitter 423 $116.00 $49,068.00
Installation of I"Meter&Transmitter 1256 $135.00 $169,560.00
Installation of 1 1/2"Meter&Transmitter 183 $295.00 $53,985.00
Installation of 2"Meter&Transmitter 125 $312.00 $39,000.00
Installation of 3"Meter&Transmitter 80 $605.00 $48,400.00
Installation of 4"Meter&Transmitter 36 $725.00 $26,100.00
Installation of 6"Meter&Transmitter 4 $1,765.00 $7,060.00
5/8" - 1" Ground Strap Install Includes Material 4853 $40.00 $194,120.00
Installation of Transmitter Only-Existing 0 $95.00 $0.00
Installation Subtotal $955,477.00
Unit
Description Quantity Price Amount
Hosting Set Up and Maintenance Fee. (I ST 1 $37,000.00 $37,000.00
YEAR)
Hardware Maintenance Fee 2 $1,650.00 $3,300.00
Project Management Fee 1 $9,500.00 $9,500.00
System Implementation and Training 1 $5,500.00 $6,350.00
Supplementary Items Subtotal $49,800.00
Proposal Total $2,689,985.00
NOTE:
•Utility to provide electric to Basestation.
•Utility to provide communication link from Basestation to RAY. (Backhaul)
•Utility responsible for interface from Logic MDM Software to Utility Billing Software.
•Basestation quantities determined by Propagation Study.
•Final project pricing shall be determined by actual meter quantities suppliedlinstalled.
•Installation pricing has been based on Standard Meter Settings and 'Like Meter for Like Meter'exchange
•Performance Bond is estimated at$25,000 per year if required.
Mark Baran
Territory Manager
Exhibit A-2
Acceptance Certificate
Client under the Master Project Agreement(the"Master Agreement")with HD Supply Waterworks,Ltd.hereby certifies:
This Acceptance Certificate is a Partial/Final (Circle one) Acceptance Certificate delivered under the Procurement,
Installation,and Management Contract(the"Installation Contract")to which it is attached.
1. The Project Materials and Supplies listed on the attached invoice (or in the event of a final Acceptance
Certificate all Project Materials and Supplies provided under the Installation Contract and the Master Agreement), have
been delivered to Client.
2. Client has conducted such inspection and/or testing of the Project Materials and Supplies as it deems
necessary and appropriate and hereby acknowledges that it accepts the Project Materials and Supplies for all purposes on
the date indicated below. The Project Materials and Supplies have been examined and/or tested and are in good operating
order and condition and is in all respects satisfactory to the undersigned and complies with the terms of the Installation
Contract,subject,however,to the warranty provided in Section 10 of the Master Agreement.
3. Based on and the acceptance set forth herein, Client agrees that the Manufacturer's Warranty Period on
all water equipment shall be deemed to have begun on the date when the manufacturer shipped such equipment and that the
Manufacturer's Warranty Period shall end in accordance to the referenced warranties in Appendix D,Exhibit D-1.
4. Client has examined all Work and Services performed by HD Supply Waterworks and covered by the
related invoice or draw requests and finds such Work and Services to have been performed in a workmanlike manner and in
accordance with all applicable specifications. Client therefore accepts such Work and Services. Based on the acceptance
set forth herein, Client agrees that the Warranty Period for the Work and Services shall end on , 20 (i.e.
one year from the date of shipment).
5. The following is a punch list of items left to be completed for current phase or final phase (Circle one)of
the Project:
Insert Punch list
Agreed to and Accepted as of August 8,2017, by:
"CLIENT"
VILLAGE OF OAK BROOK
By:
Printed Name:
Printed Title:
E-13
Exhibit A-3
Sensus Advanced Metering Infrastructure(AMI)Agreement
E-14
SEnsus
Advanced Metering Infrastructure (AMI)Agreement
between
Village of Oak Brook
("Customer")
and
Sensus USA Inc.
("Sensus")
IN WITNESS WHEREOF, the parties have caused this AMI Agreement ("Agreement") to be executed by their duly
authorized representatives as of the day and year written below.The date of the last party to sign is the"Effective Date."
This Agreement shall commence on the Effective Date and continue for/until: 5 Years ("Initial Term"). At the end of the
Initial Term, this Agreement shall automatically renew for an additional term of 5 years ("Renewal Term"). The"Term"shall
refer to both the Initial Term and the Renewal Term.
This Agreement contains two parts: Part(1) is The FCC Notification for Spectrum Manager Lease,to be filed with the FCC
by Sensus on behalf of the Customer and Part(2)is a AMI Agreement between Sensus and Customer.Together,these two
parts create the Agreement.
Sensus USA Inc. Customer: Village of Oak Brook
By: By:
Name: Name:
Title: Title:
Date: Date:
CorMents of this Agreement:
Part 1: Notification for Spectrum Manager Lease
Part 2:AM1 Agreement
Exhibit A Software
Exhibit B Technical Support
CONFIDENTIAL Pagel of 14
SEnsus
Part 1:Notification for Spectrum Manager Lease
In order for Sensus to apply to the FCC on the Customer's behalf for a spectrum manager lease,Customer must complete the information below lo boxes one(1)through ten(10)and certify via
authorized signature. Customer's signature will indicate that Customer authorizes Sensus to file the spectrum manager lease notification on FCC Form 608 with the Customer as spectrum
Lessee,and 6 Customer does not already have one,ownership disclosure information on FCC Form 602.
Customer/Less"Name:
Attention To Name of Real Party in interest:
Street Address: City:
State: Tap: Phone:
Fax: Email:
Is Customer contact information same as above?LjYes UNo(H No,complete box 2 below)
2.
Additional CustomedLassae ConW information
Company Name:
AtteMim To:
Street Addrass: City:
Stan: Zip Phone:
Fax: Email,
I
Customer/Lessee is a(n)(Select one):❑Individual 1❑Unincorporated Association I❑Trust
❑Government Entity I❑Corporation 1❑Limited Liability Company I❑General Partnership
❑Limited Partnership I[]Limited Liability Partnership I❑Consorlitxn 1❑Oilier
4.
FCC Form 602:FCC File Number of Customer's Form 602 Ownership Information: . 9 Customer has not filed a Forth 602,Sensus will file one for Customer. Please
compete questions 5,6,and 7 below if Custorer does not have a Form 602 on file.
Customer nest complete items 8,9 and 10 irrespective of whether Customer has an ownership report on file.
5.
Gutorrwr Tax p:
6.
kdviduW Contact For FCC Matters
Please designate one individual(the Director of Public Works or similar person)who is responsible to the FCC for the operation el the FlexNet radio system.
Name
Title:
Email: Phone:
7.
Ownenhip Dlulmre Information
If Custonw&essee is a government entity,list the names of the Maya and all Council Members below,as well as verity citizenship and ownership inWests in any entity regulated by
the FCC. Such ownership must be disclosed where a mayor/council member owns 10%or more,directly or indirectly,or has operating control of any entity subject to FCC regulation.
If any answer to Ownership question is Yes,or any answer to Citizenship question is No,provide an attachment with fu xplaination.
US Citizen? Ownership Disclosure?
Mayor.
❑Yes ❑No ❑Yes ❑No
Council Member:
[]Yes ONO ❑Yes [I No
Council Member
❑Yes ONO []Yes ❑No
Council Member
❑Yes ❑NO []Yes [I No
Council Member
❑Yes ❑No ❑Yes [D No
CONFIDENTIAL I Page 2 of 14
.mss
sEnsus
Council f :
Dyes ONO ❑Yes ONO
Council Member
Dyes ONO Dyes ONO
Council Member
Dyes ❑No Dyes ❑fJo
Coun d Member:
Dyes ONO Dyes ❑No
Council Member.
Dyes ❑ik Dyes ONO
8.
Alien Ownership Questions if the answer is Yes,provide an attachment explaining the circumstances
1 Is he CustomerAessee a foreign ovemmentor the representative of an toe n government?
Yes ❑No
9.
Bask Qualftartiom Inforrnstion
1)Has the Customer or any party to this application had any FCC station authorization, license,or constriction permit revoked or had any Dyes ONO
appllication for an initial modification or renewal of FCC station authoriz t ,license or construction permit denied by the Cortunission?
2)Has the Customer or any party lo this filing,or any party directly or indirectly controlling the Customer or any party to this filing ever been ❑yes ONO
convicted of a k4ony by any state or federal caul?
3)Has any court finally adjudged the Customer or any party directly or indirectly controlling the Customer guilty of unlawfully monopolizing or
attempting lo unlawfully monopolize radio communication,directly or indirectly,through control of manufacture or sale of radio apparatus,exclusive Dyes ONO
traffic arrangement,or any other means a unfair methods of competition?
10.
Custornerkesses CeNNcation Statements
1 The Customer/Lessee agrees that the Lease is not a sate or transfer of the license itself. Dyes
2)The Cuslo mer/Lessee acknowledges that it is required to comply with he Commission's Rules and Regulations and other appScable law at all
times,and if the Customer/Lessee faits to so comply, the Lease may be revoked, cancelled, or terminated by either he Licensee or the Oyes
Commission.
3)The Cuslomer/Lessee certifies that neither d war any other party to the ApplicationlNoti6cation is subject to a denial of Federal benefits pursuant
to Section 5301 of the Anti-Drug Abuse Act of 1988,21 U.S.0§862,because of a conviction for possession or distribution of a conlrotled substance Dyes
See Section 1.2002(b)of the rules,47 CFR S 1.2002 b,for the definition of"parly to the application"as used in this certifaation.
4)The CustomerlLessee hereby accepts Commission oversight and enforcement consistent with the license and lease authorization. The Lessee
acknowledges that it must cooperate fully with any investigation or inquiry conducted either by the Commission or the Licensee, allow the Dyes
Commission or the licensee to conduct on-site inspections of transmission facilities,and suspend operations at the direction of the Commission or
the Licensee and to the extent that such suspension of operation world be consistent with Wlicable Commission policies.
5)The Customer/Lessee acknowledges that in the event an authorization held by a Licensee that has associated with it a spectrum leasing
arrangement that is the subject of this filing is revoked,cancelled,terminated,or otherwise ceases to be in effect,the Customar/Lessee will have no Dyes
continuing authority to use the leased spectrum and will be required to terminate its operations no later than the date on which the Licensee ceases
to have any authority to operate antler the license,unless otherwise authorized by the Commission.
6)The CustomerlLessee agrees the Lease shall not be assigned to any entity that is not eligible or qualified to enter into a spectrum leasing [Dyes
arrarglement under the Commission's Rules and Regulations.
7)The Customer/Lessee waives any claim to the use of any parbculer frequency or of the electromagnetic spectrum as against the regulatory power Dyes
of the United States because of the previous use at the same,whether by spechim lease or otherwise.
8)The Cusbmer/Lessee certifies that it is not in default on any payment for Commission licenses and that it is not delinquent on any non-tax debt Dyes
owed to any federal
The CuslomerfLessee certifies th at aH of Its WAOments made in this ApplkationlNotification and in the schedules,ezhibita,aMachmenb,or docamenp incorporated by reference are
sraterfal,are pad of this ApplicatioNNotification,and are true,complete,correct,and made in good faits. The CustomsdLessas shall notify Senses in writing in the evert any
inforrnatioe supplied on this form changes.
T voe or Printed Name of Parly Authorized to
First Name: Ml: Last Name: Suffxc
Tide: Customer Name,
Signature: Date.
FAILURE TO SIGN THIS APPLICATION MAY RESULT IN DISMISSAL OF THE APPLICATION AND FORFEITURE OF ANY FEES PAID.
WILLFUL FALSE STATEMENTS MADE ON THIS FORM OR ANY ATTACHMENTS ARE PUNISHABLE BY FINE ANOMR IMPRISONMENT(U.S.Code,Titre 18,Section 1001)
ANDIOR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT(U.S.Coda,Title 47,Section 312(&X1))ANWOR FORFEITURE(US.Code Tile 47,
Section 503).
CONFIDENTIAL I Page 3 of 14
SEnsus
Part 2: Alit Agreement
1. Equipment
A. Purchase of Equipment Customer shall purchase all Field Devices, RF Reid Equipment, and other goods (collectivety,`Equipment")from Sensus'
authorized distributor pursuant to the terms and conditions (including any warranties on such Equipment)agreed by Customer and Sensus'authorized
distributor. This Agreement shall not affect any terms and conditions,including any warranty terms,agreed by Customer and Sensus'authorized distributor. It
Customer elects to purchase any equipment or services directly from Sensus,or 3 Customer pays any fees or other costs to Sensus,then Sensus'Terns of
Sale shall apply. The`Terns of Sale"are available at http:Ilna.sgnsus.com/TC(rermsConditions.pd.or 1 AOO-METER-IT.
B. THERE ARE NO WARRANTIES IN THIS AGREEMENT, EXPRESS OR IMPLIED. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL
REPRESENTATIONS,WARRANTIES ANDIOR CONDITIONS,EXPRESSED,IMPLIED,STATUTORY OR OTHERWISE,REGARDING ANY MATTER IN
CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION,WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY,NON-INFRINGEMENT AND TITLE,
2. Services.
A. Instaffation of Equipment. Installation services will be as agreed between the Customer and Sensus'authorized distributor. Sensus will not provide
installation services pursuant to this Agreement
B. Software Implementation. Sensus shall install and configure the Software on the Server Hardware,
C. IT Systems Integration Services. Integration of the Software into Customer's new or existing internal IT systems is not included in this Agreement.Any
integration work shall be subject to a separate agreement which describes the scope and pricing for such work
D. Technical Support. Sensus shall provide Customer the technical support set forth in Exhibit B.
E. Project Management.Project management of the AMI System Is not included in this Agreement.Any project management shall be subject to a separate
agreement which describes the scope and pricing for such work.
F. Training. Training on the use of the AMI System is not included in this Agreement Any training shall be subject to a separate agreement which describes the
scope and pricing for such work
3. Software.
A, Software as a Service(SaaS).Sensus shall provide Customer with Software as a Service,as defined in Exhibit A,only so tong as Customer is current in is
payments for such services.
B. UCIfA.To the maximum extent permitted by law,the Parties agree that the Uniform Computer Information Transaction Act as enacted by any state shall not
apply,in whole or in part,to this Agreement
4. Spectrum
A. Definhions in this Section 4. In this Section 4 only," ensus"shall mean Sensus USA Inc,and its wholly owned subsidiary,Sensus Spectrum LLC.
B. Spectrum Lease. Sensus hereby grants to Customer,and Customer accepts,a spectrum manager lease("Spectrum Lease")over the frequencies of certain
FCC license(s)("FCC Lice nse")solely within Customer's Service Territory. (The frequencies of the FCC License within Customer's geographic Service
Territory are called the "Leased Speft m"). Customer shall pay the Ongoing Fees for use of the Leased Spectrum.
C. FCC Forms. At the Federal Communications Commission(FCC),Sensus will;(1)obtain an FCC Registration Number(FRN)for Customer,(2)submit on
behalf of Customer the FCC Form 602 Ownership Disclosure Information if Customer has not already done so; and (3) file a FCC Form 608,
notification/application for long-teem spectrum manager lease.This Lease becomes effective when the FCC accepts the FCC Form 608.
D. Lease Application. In order to complete the FCC lease application,Customer will promptly:
i. Complete and sign the representations in Part 1 of this Agreement such that Customer demonstrates it qualifies for a spectrum lease under FCC rules.
Customer's signature will indicate that Customer authorizes Sensus to;(1)obtain an FRN on behalf of Customer, (2)submit the FCC Form 602
Ownership Disclosure Information on behalf of Customer if Customer has not already done so;and(3)file the spectrum manager lease notification on
FCC Form 608 with the Customer as spectrum lessee.
Ii. Give Sensus the coordinates of the boundaries of Customers Service Territory or,alternatively.approve Sensus'estimation of the same.
ill. If Customer has not already done so;Customer hereby authorizes Sensus to apply on Customer's behalf and obtain for Customer a Federal Registration
Number(FRN,the FCC's unique identifier for each licensee)and shall supply Sensus with Customer's Taxpayer Identification Number(TIN).
Iv. Provide arty other information or other cooperation reasonably necessary for the Parties to perform as set forth herein.
E. Permitted Use of Spectrum Lease. Customer may transmit or receive over the Leased Spectrum only in the Service Territory and only using FlexNet
equipment manufactured by Sensus and used in accordance with Sensus'specifications. Customer may use the Leased Spectrum only to read and direct
meters in support of Customers primary uIlity business or any other operation approved by Sensus in writing. Without limiting the foregoing,Customer is
prohibited from reselling,subleasing or subficensing the Leased Spectrum or from transmitting voice communications over the Leased Spectrum. For each
piece of RF Field Equipment used by Customer,Customer shall affix a Sensus-supplied label to the exterior of the RF Field Equipment cabinet or other
appropriate visible place to indicate that RF operation is conducted under authority of FCC License(s)issued to Sensus.
F. Term of Spectrum Lease. Unless terminated earlier(because, for example,Customer stops using the FlexNet equipment or because this Agreement
terminates or expires for any reason),this Spectrum Lease will have the same tern as the FCC license. if Customer is operating in compliance with this
Agreement and is current on any payments owed to Sensus,when the FCC License renews,the Parties will apply to the FCC to renew this Spectrum Lease,
G. Termination of Spectrum Lease. The Spectrum Lease will terminate: (a) two months after Customer stops transmitting with FlexNet equipment
manufactured by Sensus;(b)upon termination, revocation or expiration of the FCC License;(c)upon Customer's breach of this Agreement or(d)upon
termination or expiration of this Agreement for any reason.
H. FCC Compliance. The following FCC requirements apply
i. Pursuant to 47 CFR 1.9040(a);
(a) Customer must comply at all times with applicable FCC rules. This Agreement may be revoked by Sensus or the FCC if Customer fails to so
comply;
(b) If the FCC license is terminated,Customer has no continuing right to use the Leased Spectrum unless otherwise authorized by the FCC;
(c) This Agreement is not an assignment,sale or other transfer of the FCC License;
(d) This Agreement may not be assigned except upon written consent of Sensus,which consent may be withheld in its discretion;and
(e) In any event Sensus will not consent to an assignment that does not satisty FCC rules.
ii. Referencing 47 CFR 1.9010,Sensus retains de jure and de facto control over the applicable radio facilities,including that,
CONFIDENTIAL) Page 4 of 14
SEnsus
(a) Sensus will be responsible for Customers compliance with FCC policies and rules. Sensus represents and warrants that it has engineered the
FlexNet equipment and accompanying software and other programs to comply with FCC rules.Customer will operate the FlexNet equipment
subject to Sensus'supervision and control and solely in accordance with Sensus'specifications. Sensus retains the right to inspect Customers
radio operations hereunder and to terminate this Agreement or take any other necessary steps to resolve a violation of FCC rules,including to
order Customer to ruse transmission. Sensus will act as spectrum manager in assigning spectrum under the FCC License so as to avoid any
harmful interference or other violation of FCC rules. Sensus will be responsive for resolving any Interference complaints or other FCC rule
violations that may arise;and
(b) Sensus will file any necessary FCC forms or applications and Customer agrees to reasonably assist Sensus with such filing by providing any
necessary information or other cooperation. Sensus will otherwise interact with the FCC with respect to this Agreement the FCC License or
FlexNet equipment
I. Interference. Customer agrees to report to Sensus promptly,and in no event later than 72 hours afterward,any incident related to the Leased Spectrum,
including where Customer experiences harmful interference,receives a complaint or other notice of having caused harmful interference,or receives any type
of communication from the FCC or other government agency regarding radio transmission.
5. General Terms and Conditions.
A. Intentionalty Omitted
B. Limitation of LiabBity.
I. Sensus'aggregate liability in any and all causes of action arising under,out of or in relation to this Agreement,its negotiation,performance,breach or
termination(collectively'Causes of Action')shall not exceed the greater of; (a)the total amount paid by Customer directly to Sensus under this
Agreement;or(b)ten thousand US dollars(USD 10,000.00). This is so whether the Causes of Action are in tort,including,without limitation,negligence
or strict liability,in contract,under statute or otherwise. As separate and independent limitations on Liability,Sensus'liability shag be limited to direct
damages. Sensus shall not be liable for,(i)any indirect,incidental,special or consequential damages;nor(g any revenue or profits lost by Customer or
Its Affiliates from any End User(s),irrespective whether such lost revenue or profits is categorized as direct damages or otherwise;nor(iii)any INOut
Costs;nor(iv)manual meter read costs and expenses;nor(v)cairns made by a third party;nor(vi)damages arising from maincase or bottom plate
breakage caused by freezing temperatures,water hammer conditions,or excessive water pressure.The limitations on liability set forth in this Agreement
are fundamental inducements to Senses entering into this Agreement They apply unconditionally and in all respects. They are to be interpreted
broadly so as to give Sensus the maximum protection permitted under law.
Ii. To the maximum extent permitted by law,no Cause of Action may be instituted by Customer against Sensus more than TWELVE(12)MONTHS after
the Cause of Action first arose. In the calculation of any damages in any Cause of Action,no damages incurred more than TWELVE(12)MONTHS prior
to the filing of the Cause of Action shall be recoverable.
C. Termination. Either party may terminate this Agreement earlier if the other party commits a material breach of this Agreement and such material breach is not
cured within forty-five(45)days of written notice by the other parry.Upon any expiration or termination of this Agreement Sensus'and Customers obligations
hereunder shall cease and the software as a service and Spectrum Lease shall immediately cease.
D. Force Majeure. If either party becomes unable,either wholly or in part by an event of Force Majeure,to fulfill its obligations under this Agreement,the
obligations affected by the event of Force Majeure will be suspended during the continuance of that inability. The parry affected by the force majeure wfll take
reasonable steps to mitigate the Force Majeure.
E. Intellectual Property. No Intellectual Property is assigned to Customer hereunder.Sensus shall own or continue to own all Intellectual Property used,
created,andlor derived in the course of performing this Agreement To the extent If any,that any ownership interest in and to such Intellectual Property does
not automatically vest in Serous by virtue of this Agreement or otherwise,and instead vests in Customer,Customer agrees to grant and assign and hereby
does grant and assign to Sensus all right title,and interest that Customer may have in and to such Intellectual Property.Customer agrees not to reverse
engineer any Equipment purchased or provided hereunder.
F. Confidentiality. Both parties shall(and shall cause thee employees and contractors to)keep all Confidential Information strictly Confidential and shall not
disclose it to arty third party,except to the extent reasonably required to perform and enforce this Agreement or as required under applicable law,court order
or regulation. The Confidential Information may be transmitted orally,in writing,electronically or otherwise observed by either party. Notwithstanding the
foregoing,"Confidential Information'shall not include;(i)any infommation that is in the public domain other than due to Recipient's breach of this Agreement;(nj
any information in the possession of the Recipient without restriction prior to disclosure by the Discloser;or(iii)any Inb7nation independently developed by
the Recipient without reliance on the information disclosed hereunder by the Discloser.'Dsa°ser'means either party that discloses Confidential Information,
and"RgqLienf means either party that receives it.
G. CompUnce with Laws. Customer shall comply with all applicable country,federal,state, and k)cal laws and regulations,as set forth at the time of
acceptance and as may be amended,changed,or supplemented. Customer shall not lake any action,or permit the taking of any action by a third party,which
may render Sensus liable for a vkrlation of applicable laws.
I. Export Control Laws. Customer shall;(i)comply with all applicable U.S.and local laws and regulations goveming the use,export,import re-export
and transfer of products,technology,and services;and(ii)obtain all required authorizations,permits,and licenses.Customer shall immediately notify
Sensus,and immediately cease all activities with regards to the appgcable transaction,N the Customer knows or has a reasonable suspicion that the
equipment software, or services provided hereunder may be directed to countries In violation of any export Control laws. By ordering equipment,
software or services,Customer certifies that it's not on any U.S.government export exclusion list.
ii. Anti-Corruption Laws.Customer shall comply with the United States Foreign Comupt Practices Act(FCPA),15 U.S.C.§§78dd-1,et seq.;laws and
regulations implementing the OECD's Convention on Combating Bribery of Foreign Public Officials in intemational Business Transactions;the U.N.
Convention Against Corruption; the Inter-American Convention Against Corruption;and any other applicable laws and regulations relating to antd-
comupilon in the Customers county or any country where pertor manse of this Agreement or delivery or use of equipment software or services will
occur.
H. Non-Waiver of Rights. A waiver by either party of any breach of this Agreement or the failure or delay of either party to enforce any of the articles or other
provisions of this Agreement will not in any way affect,limit or waive that party's right to enforce and oxnpel strict compliance with the same or other articles or
provisions.
L Assignment and Subcontracting. Either party may assign,transferor delegate this Agreement without requiring the other parry's consent;(i)to an Affiliate;
(ii)as part of a merger;or(iii)to a purchaser of all or substantially all of its assets. Apart from the foregolg,neither party may assign,transfer or delegate this
Agreement without the prior written consent of the other,which consent shall not be unreasonably withheld. Furthermore.Customer acknowledges Sensus
may use subcontractors to perform RF Field Equipment installation,the systems integration work(if applicable),or project management(if applicable),without
requiring Customers consent
J. Amendments. No alteration,amendment or other modification shall be binding unless in writing and signed by both Customer and by a vice president(or
higher)of Sensus.
CONFIDENTIAL.( Page 5 of 14
sEnsus
Now=
K. Governing Law and Dispute Resolution. This Agreement shall be governed by,construed and enforced in accordance with the laws of the State of
Delaware. Any and all disputes arising under,out of,or in relation to this Agreement,its negotiation,performance or termination(Vjis s' shall first be
resolved by the Parties attempting mediation in Delaware,if the Dispute is not resolved within sixty(60)days of the commencement of the mediation,it shall
be litigated in the state or federal courts located in Delaware. TO THE MAXIMUM EXTENT PERMITTED BY LAW,THE PARTIES AGREE TO A BENCH
TRIAL AND THAT THERE SHALL BE NO JURY IN ANY DISPUTES.
L. Restriction on Discovery. The Parties acknowledge the abundance of documents,data,and other information stored in an electronic manner and the time
and costs associated with retrieving relevant eledroni;data from the Parties during the Discovery portion of a claim. Accordingly,the Parties shall utilize only
printed or hard-copy documents,data,and other information in Discovery and shall not use or request electronic or eDiscovery methods for any claim,
demand,arbitration or litigation subject to this Agreement. AN relevant and unprivileged printed or had-copy materials shall be subject to Discovery,but
neither Party has an obligation to maintain printed or hard-copy files in anticipation of a claim,demand,litigation,or arbitration proceeding.
M. Survival. The provisions of this Agreement that are applicable to circumstances arising after its termination or expiration shall survive such termination or
expiration.
N. Severability. In the event any provision of this Agreement is held to be void,unlawful or otherwise unenforceable,that provision will be severed from the
remainder of the Agreement and replaced automatically by a provision containing terms as nearty like the void, unlawful,or unenforceable provision as
possible;and the Agreement,as so modified,will continue to be in full force and effect
0. Four Comers. This written Agreement,including all of its exhibits,represents the entire understanding between and obligations of the parties and supersedes
all prior understandings,agreements,negotiations,and proposals,whether written or oral,formal or informal between the parties. Any additional writings shall
not modify any limitations or remedies provided in the Agreement There are no other terms or conditions,oral,written,electronic or otherwise. There are no
implied obligations. All obligations are specifically set forth in this Agreement Further,there are no representations that induced this Agreement that are not
included in it The ONLY operative provisions are set forth in writing in this Agreement. Without limiting the generality of the foregoing,no purchase order
placed by or on behalf of Customer shall after any of the terms of this Agreement The parties agree that such documents are for administrative purposes
only,even 9 they have terms and conditions printed on them and even it and when they are accepted and/or processed by Sensus. Any goofs,software of
services delivered or provided in anticipation of this Agreement(for e.g.,as part of a pilot or because this Agreement has rat yet been signed but the parties
have begun the deployment)under purchase orders placed prior to the execution of this Agreement are governed by this Agreement upon its execution and it
replaces and supersedes any such purchase orders.
P. Counterparts.This Agreement may be executed in any number of counterparts,each of which shall be deemed an original,but all of which together shall
constitute one and the same tnsfrument Additionally,this Agreement may be executed by facsimile or electronic copies,all of which shall be considered an
original for all purposes.
6. Definitions. As used in this Agreement,the following terms shall have the following meanings:
A. 'AffiNate"of a party means any other entity controlling,controlled by,or under common control with such party,where'contror of an entity means the ownership,
directly or indirectly,of 50%or more of either;(i)the shares or other equity in such entity;or(i7 the voting rights in such entity.
B. "ANl System'identifies the Sensus FlexNet Advanced Meter Infrastructure System comprised of the SmartPoint Modules,RF Field Equipment Server Hardware,
software licenses,FCC licenses,and other equpment provided to Customer hereunder. The AMI System only includes the toregoirig,as provided by Sensus. The AMI
System does not include g oods,equipment software,licenses or rights provided by a third party or parties to this Agreement
C. 'Confidential Information"means any and all non-public information of either party,including the terms of this agreement all technical information about either party's
products or services,pricing information,marketing and marketing plans,Customer's End Users'data,AMI System performance,AMI System architecture and design,
AMI System software,other business and financial information of either party,and all trade secrets of either party.
D. 'Echo Transcely r'identifies the Sensus standalone,mounted relay device that takes the radio frequency readings from the SmartPoint Modules and re 4o them by
radii frequency to the relevant FlexNet Base Station.
E. "End User'means arty end user of electricity,water,and/or gas(as applicable)that parrs Customer for the consumption of electricity,water,and/or gas,as applicable.
F. 'Field Devises'means the meters and SmartPoint Modules.
G. 'FlexNet Base Station'identifies the Sensus manufactured device consisting of one transceiver,to be located on a tower that receives readings from the SmartPoint
Modules(either directly or via an Echo Transceiver)by radio frequency and passes those readings to the RNI by TCPAP backhaul communication.For clarly.FlexNet
Base Stations include Metro Base Stations.
H. 'Force Aim*W means an event beyond a party's reasonable control,including,without limitation,ads of God,hurricane,food,volcano,tsunami,tornado,storm,
tempest,mudslide,vandalism,/legal or unauthorized radio frequency interference,strikes,lockouts,or other industrial disturbances,unavailability of component parts of
any goods provided hereunder,acts of public enemies,wars,bkxikades,insurrections,riots,epidemics,earthquakes,fires,restraints or prohibitions by any court,board,
department commission or agency of the United States or any States,any arrests and restraints,Civil disturbances and explosion.
I. 'Hosted Software'means those items listed as an Application in Exhibit A
J. 'hv/Dut Costs'means any casts and expenses Incurred by Customer in transporting goods between its warehouse and its End Users premises and any costs and
expenses incurred by Customer in instaWN,uninWLN and removing goods.
K 'intellectual Property'means patents and patent applications,inventions(whether patentable or not),trademarks,service marks,trade dress,copyrights,trade secrets,
know-how,data rights,specifications,drawings,designs,maskwork rights,moral rights,aulhors rights,and other intellectual property rights,including any derivations
and/or derivative works,as may exist now or hereafter come into existence,and all renewals and extensions thereof,regardless of whether any of such rights arise under
the laws of the United States or of arty other state,country or jurisdiction,arty registrations or applications thereof,and all goodwill pertinent thereto.
L. 'LCM'identifies the load control modules.
M. 'Dngoing Fee'means the annual or monthly fees,as applicable,to be paid by Customer to Sensus'authorized distributor during the Term d this Agreement.
N. "Patch"'means patches or other maimteranoe releases of the Software that correct processing errors and other faults and defects found previous versions of the
Software. For clarity,Patches are not Updates or Upgrades.
0. 'Permitted Use"means only for reading and analyzing data from Customers Field Devices in the Service Territory. The Permilled Use does not include reading third
party meters or reading meters outside the Service Territory.
P. 'Release'means both Updates and Upgrades.
Q. "Renate Transcelvef identifies the Sensus standalone,mounted relay device that takes the radio frequency readings frown the SmartPoint Modules and relays them
directly to the RNI by TCPAP backhaui communication.
R. "RF Field Equipment'means,collectively,FlexNet Base Stations,Echo Transceivers and Renate Transceivers.
S. 'RNF identifies the regional network interfaces consisting of hardware and software used to gather,store,and report data collected by the FlexNet Base Stations from
the SmartPoint Modules. The RNI hardware specifications will be provided by Sensus upon written request from Custorw.
T, 'RM Software"identifies the Sensus proprietary software used in the RNI and any Patches,Updates,and Upgrades that are provided to Customer pursuant to the terns
of this Agreement
U. 'Service Territory identifies the geographic area where Customer provides electricity,water,anchor gas(as applicable)services to End Users as of the Effective Date.
This area will be described on the propagation study in the parties'Spectrum Lease filing with the FCC.
V. 'Server Hardware'means the RNI hardware.
W. `Smartl3oint° Modules'identifies the Sensus transmission devices installed on devices such as meters,distribution automaton equipment and demandlresponse
devices located at Customers End Users'premises that take the readings of the meters and transmit those readings by radio frequency to the relevant FlexNet Base
CONFIDENTIAL I Page 6 of 14
employees, volunteers and agents as additional Insureds. Insurance is to be placed with insurers with a Best's
rating of no less than A: VII.
Each Insured shall furnish the Village with certificates of insurance and with original endorsements effecting
coverage required by this provision. The certificate and endorsements for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and
endorsements are to be on forms approved by the Village and shall be subject to approval by the Village
Attorney before work commences. The Village reserves the right to require complete, certified copies of all
required insurance policies, at any time.
Each insured shall include all subcontractors as insureds under its policies or shall furnish separate
certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all
of the requirements stated herein.
Indemnily
The Contractor shall protect, indemnify, save, defend and hold forever harmless the Village and/or its
officers, officials, employees,volunteers and agents from and against all liabilities, obligations, claims,
damages, penalties, causes of action, costs and expenses, including without limitation court costs,insurance
deductibles and attorney's fees and expenses, which the Village and/or its officers, officials, employees,
volunteers and agents may incur, suffer or sustain, or for which the Village and/or its officers, employees and
agents may become obligated by reason for any accident, injury to or death of persons or loss of or damage
to property, or civil and/or constitutional infringement of rights (specifically including violations of the
Federal Civil Right Statutes), arising indirectly or directly in connection with or under, or as a result of,this
or any Agreement by virtue of any act or omission of any of the Contractor's officers, employees,
subcontractors, and/or agents,provided that the Contractor shall not be liable for claims, obligations,
damages, penalties, causes of action, costs and expenses arising solely by any act or omission of the Village's
officers, officials, employees,volunteers and/or agents.
The contractor shall hold the Village harmless for any and all claims for labor, material, apparatus,
equipment, fixtures or machinery furnished to the contractor for the purpose of performing the work under
the contract; and the payment of all direct and indirect damages to any person, firm, company or corporation
suffered or sustained on account of the performance of such work during the time the contract is in force.
Performance Bond
The selected team shall provide a performance bond, as well as labor and material bond in the amount of one
hundred percent (100%) of the cost of the project within 14 calendar days of"Notice of Award"by the
Village of Oak Brook. Said Bond shall be in a form acceptable to the Village of Oak Brook, shall be
deposited with the Village of Oak Brook at the time of execution of the contract and shall provide that they
shall not terminate on completion of the work, but shall be reduced to eighty percent (80%) of the contract
sum upon completion of the work for a period of one (1) year to cover the first year of guaranty and
maintenance period and then subsequently be reduced to sixty(60%) of the contract sum for a period of one
(1) year to cover the second year of guaranty and maintenance period and so forth until the bond can be
reduced to 0% in the fifth year. Execution of any contract by the Village of Oak Brook is contingent upon
the provision of the required Bond by the selected team. As evidence of capability to provide such security
for performance, each team shall submit with their proposal either a letter executed by its surety company
indicating the teams' performance bonding capability, or a letter from a bank or savings and loan within the
Chicago metropolitan area indicating its willingness and intent to provide a letter of credit for the team.
Failure to furnish the required bonding information within the submitted documents may be cause for
rejection and no further consideration by the Village of Oak Brook in the selection process.
18
5 6 General Terms Conditions and Instructions
Award and Execution of Contract
Acceptance of the Contractor's Bid Proposal is contingent upon the Village of Oak Brook and Contractor
fully executing a written Agreement or Contract for the completion of work on the Project. This Agreement
shall include and incorporate those Contract Documents provided and/or referenced in the Project Manual for
the Project. If this Bid is accepted, Firm proposes, and agrees, that it shall commence the Work within
fifteen (15) calendar days after the issuance date of the Notice to Proceed provided Firm shall have furnished
to Owner all required bonds, insurance certificates, and executed Contracts specified in these Contract
Documents. The Firm also proposes, and agrees,that it shall perform the Work diligently and continuously
and shall complete the Work in accordance with the schedule provided in the General Conditions.
The Contract, when executed, shall be deemed to include the entire agreement between the parties. The
Contractor shall not claim any modification from representation or promise made by representatives of the
Owner or other persons.
Non-Discrimination
The Contractor, its employees and subcontractors, agrees not to commit unlawful discrimination and agrees
to comply with applicable provisions of the Illinois Human Rights Act, the U.S. Civil Rights Act and Section
504 of the Federal Rehabilitation Act, and rules applicable to each.
DRu .FREE WORKPLACE
Contractor agrees to comply with the requirements of the Drug Free Workplace Act, 30 ILCS 580/1 et seq. A
copy of these policies shall be provided to the Owner or Engineer on request.
GOVERNING LAW
This Agreement shall be governed by the laws of the State of Illinois as to interpretation, performance and
enforcement. The forum for resolving any disputes concerning the parties' respective performance or failure
to perform under this Agreement shall be the Circuit Court for the Eighteenth Judicial Circuit, DuPage
County, Illinois.
P F,VAIL.ING WAGES
All wages paid by the Contractor and each subcontractor shall be in compliance with The Prevailing Wage
Act (820 ILCS 130), as amended, except where a prevailing wage violates a federal law, order, or ruling,the
rate conforming to the federal law, order, or ruling shall govern. The Contractor shall be responsible to notify
each subcontractor of the wage rates set forth in this contract and any revisions thereto. If the Department of
Labor revises the wage rates, the revised rate as provided by the public body shall apply to this contract and
the Contractor will not be allowed additional compensation on account of said revisions.
Contractor will comply with the Illinois prevailing wage law, as amended from time to time. Not less than
the prevailing rate of wages as found by Owner or the Illinois Department of Labor shall be paid to all
laborers, workers and mechanics performing work under the Contract. If the Department of Labor revises
the prevailing rate of wages to be paid laborers, workers or mechanics under the Contract, Owner will notify
Contractor and each Subcontractor of the change in the prevailing rate of wages; provided,however,
regardless of whether Owner gives such notice, the revised prevailing rate of wages shall apply to the
19
Contract and Contractor shall have the sole responsibility and duty to pay, and ensure that all Subcontractors
pay, the revised prevailing rate of wages to each person to whom a revised rate is applicable. Revision of the
prevailing wages shall not result in an increase in the Contract sum or other cost to Owner. Contractor shall
indemnify, defend and hold Owner harmless from any loss, including but not limited to Owner's attorneys
fees, resulting from Contractor's failure to comply with this prevailing wage clause. All bonds applicable to
the Contract shall include a provision as will guarantee the faithful performance of the obligation to pay the
prevailing rate of wages.
The Contractor and each subcontractor shall make and keep, for a period of not less than 3 years, records of
all laborers, mechanics, and other workers employed by them on the project; the records shall include each
worker's name, address,telephone number when available, social security number, classification or
classifications, the hourly wages paid in each period,the number of hours worked each day, and the starting
and ending times of work each day. The Contractor and each subcontractor shall submit monthly, in person,
by mail, or electronically a certified payroll to the public body in charge of the project. The certified payroll
shall consist of a complete copy of the records. The certified payroll shall be accompanied by a statement
signed by the contractor or subcontractor which states that:
such records are true and accurate;
the hourly rate paid to each worker is not less than the general prevailing rate of hourly wages required; and
the contractor or subcontractor is aware that filing a certified payroll that he or she knows to be false is a
Class B misdemeanor.
Upon 2 business days' notice, the contractor and each subcontractor shall make available for inspection the
records to the public body in charge of the project, its officers and agents, and to the Director of Labor and
his deputies and agents at all reasonable hours at a location within this State. The Contractor and each
subcontractor shall permit his/her employees to be interviewed on the job, during working hours, by
compliance investigators of the Department or the Department of Labor.
LOCAL.GOVERNMENT PROMPT PAYMENT ACT
This Contract shall be subject to the provisions of the Local Government Prompt Payment Act. 50 ILCS
505/1 et seq.
No DAMAG .S FOR DELAY
The Contractor agrees that in the event of a delay caused by the Village, it will be given a reasonable
extension of time to complete the Contract but will not receive additional compensation. If a delay is caused
by the Contractor, the Village shall have available to it all remedies at law or in equity.
SITE PROTECTION
As required for public safety. Work areas must be secure from public access.
DAMAGES DuRiNG C'.oURSE OF CONSTRUCTION
Contractor will repair and replace all damaged property, including landscaping, belonging to the Owner and
adjacent property owners during the course of the Project.
20
No WAIVER BY PAYMENT
Notwithstanding any language in the General Conditions or any other Contract Document to the contrary or
inconsistent with this provision, Owner shall not be deemed to waive any claim or right to assert a claim by
making any progress payment or final payment.
WAIVEROF .I .N
The Village requires for each Application for Payment, a properly completed Contractor's Affidavit setting
out, under oath, the name, address and amount due or to become due, of each sub-contractor, Firm, or party
included in that payment. For every party listed,the Contractor shall also provide a full or partial waiver of
lien, as appropriate,before a payment will be made to the Contractor. The Contractor's partial or final
waiver of lien must be included. Payment certificates shall not be issued by the Engineer without such
mechanics' lien waivers and Contractors' sworn statements unless they are conditioned upon receipt of such
waivers and statements.
Upon satisfaction of the terms and conditions of the Contract and final payment, the Contractor agrees to
provide the Owner with a final release and waiver of all liens covering all work performed under the Contract
relative to the project including all work performed by all sub-contractors. Said final waiver of lien shall
identify and state that all contractors and sub-contractors have been paid in full and there are no contract
balances outstanding and owed to any such contractors or sub-contractors.
CERTIFICATION TO ENTER INTO PUBLIC CONTRACTS
The Contractor certifies that he/she is not barred from contracting with any unit of state or local government
as a result of a violation of either Section 33E-3 or 33E-4 of the Illinois Criminal Code or any similar offense
of any State of the United States which contains the same elements as the Illinois offenses of bid-rigging or
bid rotating.
CHANGE ORDERS
After execution of the Contract, changes in the Work may be accomplished by Change Order or by order of a
minor Change in the Work. No change orders shall be issued for the work under this Contract which
authorize or necessitate an increase or decrease in the cost of the Contract by a total of$10,000 or more, or in
the time of completion by a total of thirty (30) days or more unless a written determination is made by the
Owner or a duly authorized designee of the Owner:
The circumstances said to necessitate the change in performance were not reasonably foreseeable at the time
the contract was made; or
The change is germane to the original contract as signed; or
The change is in the best interests of the Village and authorized by law.
WARRANTY
The Contractor warrants to the Village that the materials and equipment furnished under the Contract will be
of good quality and new unless otherwise required or permitted by the Contract Documents,that the Work
will be free from defects and that the work will conform to the requirements of the Contract Documents.
Work not conforming to these requirements, including substitutions not properly approved and authorized,
may be considered defective. If required by the Village,the Contractor shall furnish satisfactory evidence as
to the kind and quality of material and equipment.
21
In addition to any other obligation set forth in the Contract Documents, if within one year after the
completion of the Work on the Project, any Work not found to be in accordance with the requirements of the
Contract Documents,the Contractor shall correct it promptly after receipt of written notice from the Owner.
Nothing contained in this or any other provision of the Contract Documents shall be construed to establish a
period of limitation with respect to other obligations, which the Contractor might have under the Contract
Documents. Establishment of the one-year period for correction of Work relates only to the specific
obligation of the Contractor to correct the Work, and has no relationship to the time within which the
obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within
which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's
obligations other than specifically to correct the Work."
TIME
Time is of the essence under the terms of the Contract. All work shall be fully completed within one year
from the date of Notice to Proceed.
SAFETY
The contractor and any subcontractors shall comply with all the provisions of the Federal Occupational
Safety and Health Act of 1970 (84 Stat. 1590), as amended.EOUAL OPPORTUNITY
The Contractor will not discriminate against any employee or applicant for employment because of race,
color, religion, sex, ancestry, national origin, place of birth, age or handicap unrelated to bona fide
occupational qualifications.
NON-DISCRIMINATING
The Contractor, its employees and subcontractors, agrees not to commit unlawful discrimination and agrees
to comply with applicable provisions of the Illinois Human Rights Act, the U.S. Civil Rights Act and Section
504 of the Federal Rehabilitation Act, and rules applicable to each.
INDEPENDENT CONTRACTOR
There is no employee/employer relationship between the Contractor and the Village. Contractor is an
independent contractor and not the Village's employee for all purposes, including, but not limited to,the
application of the Fair Labors Standards Act minimum wage and overtime payments, Federal Insurance
Contribution Act,the Social Security Act, the Federal Unemployment Tax Act, the Worker's Compensation
Act (820 ILCS 305/1, et seq.). The Village will not (i)provide any form of insurance coverage, including
but not limited to health,worker's compensation, professional liability insurance, or other employee benefits,
or (ii) deduct any taxes or related items from the monies paid to Contractor. The performance of the services
described herein shall not be construed as creating any joint employment relationship between the Contractor
and the Village, and the Village is not and will not be liable for any obligations incurred by the Contractor,
including but not limited to unpaid minimum wages and/or overtime premiums, nor does there exist an
agency relationship or partnership between the Village and the Contractor.
22
(CERTIFICATION UNDER 720 ILCS 5/33E-11)
PROPOSAL
1, L L (name), certify that I am em/Toyed as the
C �" (title) of fCI w��'L�/ �i'�%fGtf�2�J (company), a candidate
for the prime contract for the work described in the proposal to which this certificate is attached, and I hereby
certify that I am authorized to make this certificate and that I have personal knowledge of the matters
certified to herein, and that the company named above is not barred from contracting with any unit of state or
local government as a result of a violation of either Section 33E-3 or 33E-4 of Article 33E of the Illinois
Criminal Code of 1961 or any similar offense of any State of the United States which contains the same
elements as the Illinois offenses of bid-rigging or bid rotating.
Firm Name
Name/Title
"2i
Signature
SUBSCRIBED AND SWORN to before
me this 2"A day �� '=l. , 2017.
Notary Public
' CRAIG CHRISTENSEN
rya OFFICIAL SEAL
=�
Notary Public,State of Illinois
ly
7`1* My Commission Expires
October 05, 2019
23
PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS:
[insert contractor name and address here:]
as Principal(hereinafter called the"Contractor")and
[insert surety name and address here:]
organized and existing under the laws of the State of
(hereinafter called the"Surety")are held and firmly bound unto Village of Oak
Brook, 1200 Oak Brook Road,Oak Brook, Illinois,as the obligee(hereinafter called the"Owner"), in
the full and just sum of[insert full contract price here:] $ for the
payment of which sum of money well and truly to be made,the Contractor and the Surety bind
themselves and their heirs,executors, administrators, successors,and assigns,jointly and severally,
firmly by these presents, said amount to include payment of actual costs and damages and for
attorneys' fees,architectural fees, design fees,engineering fees, accounting fees,testing fees,
consulting fees,administrative costs,court costs, interest and any other fees and expenses resulting
from or incurred by reason of the Contractor's failure to promptly and faithfully perform its contract
with the Owner,said contract being more fully described below,and to include attorneys' fees, court
costs and administrative and other expenses necessarily paid or incurred in successfully enforcing
performance of the obligation of the Surety under this bond.
WHEREAS,the Contractor has entered into a written agreement dated [insert contract date
here:] , 201_,with the Owner titled [insert contract title here:]
"(the
"Contract"),the terms and conditions of which are by this reference incorporated herein as though
fully set forth herein.
NOW,THEREFORE,THE CONDITION OF THIS OBLIGATION IS SUCH THAT if the
Contractor shall well,truly,and promptly perform all the undertakings,covenants,terms, conditions,
and agreements of the Contractor under the contract, including but not limited to the Contractor's
obligations under the Contract,(1)to provide,perform, and complete at the Work Site and in the
manner specified in the Contract all necessary Work, labor, services,transportation, equipment,
materials, apparatus,machinery,tools,fuels, gas, electric,water,waste disposal, information, data, and
other means and items necessary for [insert general description of the Work here:]
; (2)to procure and furnish all permits, licenses, and other governmental
approvals and authorizations necessary in connection therewith[except as otherwise expressly
provided in the Attachment_of the Contract]; (3)to procure and furnish all bonds,certificates,
and policies of insurance specified in the Contract; (4)to pay all applicable federal, state,and local
taxes; (5)to do all other things required of the Contractor by the Contract; and(6)to provide,perform,
and complete all of the foregoing in a proper and workmanlike manner and in full compliance with,
and as required by and pursuant to,the Contract; all of which is herein referred to as the"Work,"
whether or not any of the Work enter into and become component parts of the improvement
contemplated, then this obligation shall be null and void; otherwise it shall remain in full force and
effect.
The Surety, for value received,hereby stipulates and agrees that no changes,modifications,
alterations,omissions, deletions,additions,extensions of time,or forbearances on the part of the Owner
or the Contractor to the other in or to the terms of said Contract; in or to the schedules,plans,drawings,or
specifications; in or to the method or manner of performance of the Work; in or to Owner-fumished
f. facilities,equipment,material, service,or site;or in or to the mode or manner of payment therefore shall
in any way release the Contractor and the Surety or either or any of them, or any of their heirs,executors,
29
` administrators, successors,or assigns, or affect the obligations of the Surety on this bond,all notice of any
and all of the foregoing changes, modifications,alterations,omissions, deletions, additions,extensions of
time, or forbearances and notice of any and all defaults by the Contractor or of the Owner's termination of
the Contractor being hereby waived by the Surety.
Notwithstanding anything to the contrary in the foregoing paragraph, in no event shall the
obligations of the Surety under this bond in the event of the Contractor's default be greater than the
obligations of the Contractor under the Contract in the absence of the Contractor default.
In the event of a default or defaults by the Contractor,the Owner shall have the right to take over
and complete the Contract on 30 calendar days' written notice to the Surety, in which event the Surety
shall pay the Owner all costs incurred by the Owner in taking over and completing the Contract.
At its option,the Owner may instead request that the Surety take over and complete the Contract,
in which event the Surety shall take reasonable steps to proceed promptly with completion no later than
30 calendar days after the date on which the Owner notifies the Surety that the Owner wants the Surety to
take over and complete the Contract.
The Owner shall have no obligation to actually incur any expense or correct any deficient
performance of the Contractor to be entitled to receive the proceeds of this bond.
No right of action shall accrue on this bond to or for the use of any person or corporation other
than the Owner or the heirs,executors,administrators,or successors of the Owner.
Signed and sealed this day of 201_.
Attest/Witness: PRINCIPAL
By: By:
Title: By:
Attest/Witness: SURETY
By: By:
Title: By:
1
30
LABOR AND MATERIAi.S PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS:
[insert contractor name and address here:]
as Principal(hereinafter called the"Contractor")and
[insert surety name and address here:]
, organized and existing under the laws of the State of
(hereinafter called the"Surety")are held and firmly bound unto Village of Oak Brook,
1200 Oak Brook Road, Oak Brook, Illinois, as the obligee(hereinafter called the "Owner"), for the use
and benefit of itself and of claimants as hereinafter defined(the"Claimants")in the full and just sum of
[insert full contract price here:] $ to be paid to the Owner or the Claimants
or the Owner's or the Claimant's assigns,to which payment well and truly to be made the Contractor and
the Surety bind themselves and their heirs, executors, administrators, successors, and assigns,jointly and
severally, firmly by these presents, said amount to include attorney's fees, court costs, and administrative
and other expenses necessarily paid or incurred in successfully enforcing performance of the obligation of
the Surety under this bond.
WHEREAS,the Contractor has entered into a written agreement dated [insert contract date here:]
201_,with the Owner titled [insert contract title here:]
"(the"Contract"),the
terms and conditions of which are by this reference incorporated herein as though fully set forth herein.
NOW, THEREFORE,THE CONDITION OF THIS OBLIGATION IS SUCH THAT if the
Contractor shall promptly pay or cause to be paid all sums of money that may be due to any Claimant
with respect to the Contractor's obligations under the Contract: (1)to provide,perform, and complete at
the Work Site and in the manner specified in the Contract all necessary Work, labor, services,
transportation, equipment,materials,apparatus,machinery,tools,fuels, gas,electric, water,waste
disposal, information, data and other means and items necessary for [insert general description of the
Work here:]
(2)to procure and furnish all permits, licenses,
and other governmental approvals and authorizations necessary in connection therewith[except as
otherwise expressly provided in Attachment A to the Contract]; (3)to procure and furnish all Bonds and
all certificates and policies of insurance specified in the Contract; (4)to pay all applicable federal, state,
and local taxes; (5)to do all other things required of the Contractor by the Contract;and(6)to provide,
perform, and complete all of the foregoing in a proper and workmanlike manner and in full compliance
with, and as required by or pursuant to,the Contract; all of which is herein referred to as the"Work,"
whether or not any of said Work enter into and become component parts of the improvement
contemplated,then this obligation shall be null and void; otherwise it shall remain in full force and effect.
For purpose of this bond, a Claimant is defined as one having a direct contract with the
Contractor or with a subcontractor of the Contractor to provide, perform, or complete any part of the
Work.
The Contractor and the Surety hereby jointly and severally agree that every Claimant that has not
had all just claims for the furnishing of any part of the Work paid in full, including without limitation all
claims for amounts due for materials,lubricants,oil, gasoline,rentals of or service or repairs on
machinery, equipment, and tools consumed or used in connection with the furnishing of any part of the
Work,may sue on this bond for the use of that Claimant,may prosecute the suit to final judgment for
such sum or sums as may be justly due that Claimant,and may have execution therein;provided,
however,that the Owner shall not be liable for the payment of any costs or expenses of any such suit.
31
The provisions of 30 ILCS 550/1 and 2 of the Illinois Compiled Statutes shall be deemed inserted herein,
including the time limits within which notices of claim must be filed and actions brought under this bond.
The Contractor and the Surety hereby jointly agree that the Owner may sue on this bond if the
Owner is held liable to,or voluntarily agrees to pay, any Claimant directly, but nothing in this bond shall
create any duty on the part of the Owner to pay any Claimant.
The Surety, for value received,hereby stipulates and agrees that no changes,modifications,
alterations,omissions, deletions,additions,extensions of time, or forbearances on the part of the Owner
or the Contractor to the other in or to the terms of the Contract; in or to the schedules,plans,drawings, or
specifications; in or to the method or manner of performance of the Work; in or to Owner-furnished
facilities,equipment,material, service, or site; or in or to the mode or manner of payment therefor shall in
any way release the Contractor and the Surety or either or any of them, or any of their heirs,executors,
administrators, successors,or assigns,or affect the obligations of the Surety on this bond, all notice of any
and all of the foregoing changes, modifications,alterations, omissions, deletions, additions, extensions of
time, or forbearances and notice of any and all defaults by the Contractor or of the Owner's termination of
the Contractor being hereby waived by the Surety.
Signed and sealed this day of 2017
Attest/Witness: CONTRACTOR
By: By:
Title: By:
Attest/Witness: SURETY
By: By:
Title: By:
32
F
Exhibit "A"
CONTRACTOR'S CERTIFICATION:
Sexual Harassment Policy
F` p (Name of Contractor), having submitted a
proposal for a F' ed Base Automatic Water Meter Reading System to the Village of Oak
Brook, hereby certifies that this Contract shall be performed in compliance with all requirements
of the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq., and that the Contractor and any of
its sub-contractors shall not engage in any prohibited form of discrimination in employment as
defined by the Act. The Contractor further certifies that it and any of its sub-contractors shall
maintain a policy of equal employment opportunity consistent with the requirements of the Act.
The Contractor further certifies that said contractor has a written sexual harassment policy in
place in full compliance with 775 ILCS 5/2-105(A) (4). A copy of these policies shall be
provided to the Village or Engineer on request.
By: e
Autfiorized Agent of Contractor
SUBSCRIBED AND SWORN TO
before me this 2-A day of k'Pfz;S:V , 2017
.. V
NOTARY PUBLIC
33
Exhibit"B"
f
CONTRACTOR'S CERTIFICATION:
Illinois Department of Revenue - Tax Compliance
D U 1�19 ' (Name of Contractor), having submitted a
bid/proposal for Fixed Base Automatic Water Meter Reading System to the Village of Oak
Brook, hereby certifies that said contractor is not delinquent in the payment of any tax
administered by the Illinois Department of Revenue, or if it:
Is contesting its liability for the tax or the amount of tax in accordance with procedures
established by the appropriate Revenue Act; or
Has entered into an agreement with the Department of Revenue for payment of all taxes due and
is currently in compliance with that agreement.
By:
Aq&rized Agent of Contractor
SUBSCRIBED AND SWORN TO
before me this 2-k*""day of A S R's'-c� , 2017
NOTARY PUBLIC
CRAIG CHRISTENSEN
OFFICIAL SEAL
—� Notary Public,state of Illinois
rv�1 My Commission Expires
October 05, 2019
34
Exhibit "C"
CERTIFICATION OF CONTRACTOR c174E
FHA Rules, 49 CFR 382 J`
�/ 110/
0 (Name of Contractor), hereby certifies that it is
in full compliance ith the Federal Highway Administration Rules on Controlled Substances and
Alcohol Use and Testing, 49 CFR 382 et. seq. and that (Name of employee/driver or"all
employee drivers") is/are currently participating in a drug and alcohol testing program pursuant
to the aforementioned rules.
[Company Name]
By:
Its:Zi =9Y C 7
SUBSCRIBED AN�LSWORN TO
before me this 2-4 day of RSL� 2017
NOT WY PUBLIC
f CRAIG CHRISTENSEN
q ri, NotaryOpubllc'St SEAL
State of Illinois
��% '�� MV Commission Expires
`''? October
05, '1019
35
Exhibit "D"
PAYROLL CERTIFICATION UNDER 820 ILCS 130/5
19 - I (n e), certify under oath that I am employed as
the (title) of v� VA1,4 7mAmk' X00 (company), a contractor or
sub-contractor that has performed work on the Fixed Base Automatic Water Meter Reading
System for the Village of Oak Brook for the relevant periods set forth in the attached records
kept and maintained in conformance with the requirements of Section 5 of the Prevailing Wage
Act(820 ILCS 130/5). I hereby certify that I am authorized to make this certificate and that I
have personal knowledge of the matters certified to herein, and that the attached payroll records
are: (1)true and accurate; (2)the hourly rate paid to each worker is not less than the general
prevailing rate of hourly wages required under the Prevailing Wage Act(820 ILCS 130/0.01 et
seq.); and(3) that I am aware that filing a certified payroll that I know to be false is a Class B
misdemeanor.
vr9 1 L TO
Firlh Name
By:
Name/Title
Signature
OFFICIAL SEAL
SUBSCRIBED AND SWORN to before DONNA M PUPILLO
NOTARY PUBLIC-STATE OF ILLINOIS
me this�_day�_, 2017 MY COMMISSION EXPIRES:06119120
Giyvrlc,
NOTARY PUBLIC
36
ACE Property&Casualty Insurance Company
WeWhester Fire Insurance Company
436 Walnut Street
Philadelphia,PA 19106
April 24,2017
Rania Serences
Senior Purchasing Assistant
Vilage of Oak Brook
VD0 Oak Brook Road
Oak Brook,IL 60523
Dear Rania:
Re: Acquisition of Fixed Automatic Witter Mzter Reading$ystm and Replacement Progrgim;
This letter confirms' that HD uggb* is a valued client of Westchester Fire Insure
Company. It is the privilege of Westchester Fire Insurance Company to provide surety bonds on,
RD Supply Waterworks since 2668.To date,we have supported them on single projects up to
S5,000,000.,00,and an aggregate we program ofappromn aw $100,00,000,00.
Westchester Fire Insurance Corrupatty reserves the right to review all relevant details of any proposed
contract for which a bond request has been made,,prior to the release of any bonds. We retain the absolute
right to either agree or not to agree to issue any b4 id request made of us and any agreement to execute
t such bonds is.contin.8ent upon the ongoing appli on of adequate project l`rnancing,existing
underwriting conditions and an appropriate req slt from HD Supply Wgterworks for Westchester Fire
Imiroce Company to provide the bonds.
',Westchester Fire Insurance Company is listed on the U.S.Treasury Department's listing of approved
sureties and is rated"A++",XV($2 Billion or more)by A.M. Best Company.
This let*is ox an assumption of liability,nor is it a bid bad ttr a per 6rniance bong. It is issued only as
alzondtrer' e requested from us by our client.
l lre.Surety's contact idt ormation is as follows,
Agent: AON Risk Services Central,litre Suety:Westchester Fire Insurance Company.
One Liberty Place, 1650 Market Street 436 Walnut Street, WAIOff
Philadelphia,PA 19103 Philadelphia,PA 19106
Contact';Marisa Thielen Contact: Matthew Pierce
I�ta.`t n daori Lt� Matthew.Pierce�chubb.cotn
Ve truly yours,
c -
tia Parrett. Attorney-In-Fact
i
I
Power of WMCHESTER FIRE INSURANCE COMPANY
Attorney
Know oll men by these presents:"That WESTCHE.STER FIRE INSURANCE COMPANY,a corporation oftheCvmmonwealth of Pennsyimia pars nt to Ute
} following Resolution,adopted by the Hoard of Directors ofthe said Company on December 11,2006,to wit
WSod.YF9,Ow*A for indmbatWaf1haC ty,abadc,+ kiwrotvu=ncas:CtvY umwWodwwntuntanumimnuarthafaWW'
mtarxd inic theanycommofbosmwfeacbs-WexamCommaaunt)
(1) Eta dt 6a Ckeiraew do Ptuide tt wW the Vrset'rasidem affM C is bomby ws waad to v=vt any t444gft Csa�tm u for cc a wf of the tom
Y paay,tmdw nhe scot of The Contputy or
t�arwis. .
(2) Euh dWy a mwtod amrmy-w-W of be Gbmprny tt t aby au mzad to execute any wmwa Coaen uomr fw sad an Wwfot>ba Crmpow.wAffdw>?al of ON Campany at aftarwaca to dw extant that
Vxh wtow is aW*dxd by lhs VM of POwta Fravtded far txsod+PM"%fitbtt vpOw'mar its such adum y-is-{'met
(3) Each of dta tuokmaa.Ih„rtsridem and iho vkc Pmidwu of die Compsrpis ha-#bs.adr=o4 far and on betudfoMe ConVsay.a tW ten in""my pmm&a asammy4tw- or*C Caugrarsy wo
full po wsad wdwn ty to euemw Ate and w bdWf of the CaaWany,midadw sad at'the Coawwy Moth.w$f Wditn Catumu amts ofdte C Mwyis aW be VocifiW attain mitw
sppu+ntawa.wbioft 4wificom may be by gat"type a class of Wit o Comitmmte ar by spodfitmiat otams w wAW paniadv Wduan Cuteacre mts
(a) fth atdw C'haimsm dw Ptosrdmtt sad vies Prastdwit of dto emwaty in 400Y swwrwd,W wd ooh WWI`of dtaCottvoy,to"Oswin wr'itiag any office oniaar of dtttcompay trio auhonq 0
mtaetee,tax and oa bdrlfof dw Conyway,order the Company's sent#odtavAnt,nab Written Ca unw8b otffv C.ompoy os amspeafwd m such muten dsletgstan,which ttpectik#uon stray be by
pu albwofC40OrWAMftCemmme tsotb yspealiiaatonofoaaamareparucuwwntmtc attaimm"s
(3) nt t gmure of my ofoar orediat parson mating any Written Coomtmmu or appaimatvd M 4044imt ptaapatt a dtis Aaso(uUM and the sed of the Caotwjt my be aFtixedby hasnm(coa swA
Want"Conitsft e o o%mien appaomtatt or Mosaw
PtAt2t A RE5(A SEU,ttau dtc>br as Raadtmat dvittwt be doamsd in ba an mrclupva sP>atastsetatMtn i ar nrtnf sudwi y cfotreaem arnpiawas and aAta petauas to tKi fa man tabattor r ,
Cmr@say.andaidsAasolums narunitaodterraa Y tffieatalcotrty s7ipa>4erarat toritYnthawno¢►lyd[YB t '
Does limbyrwritimit,conslitute and appoint Ak lirtttt Noorhassan;Andrea E,Gaubert,Cyamhia Farrel!,Debts A Demir&Edward Reilly,Frances Rodriguez,Francesca
Kamm*l=u*r L iakaitis,Nancy Schnee,PeWHcaly,Sandra Duw Susan A Welsh,Valorie Spates.Vivian Card,all of the City of NEW YORK,New Yank;
eh individually if fherc be more than ten needed,its trite and lawftd attonvy-in-fact,to make,exact,seal and deliver on its lichait and as its sat and decd any and
sllboads,undWakingrs,recognUanees,contracts and other vaitmgs in the r are the its penalties not Ming Eighty million dollars+fir zero oafs
(580,000,000.00}and the enmcmion of stack writings in jimuarnec of these presents shall bons binding taws said Company,as holly and amply as if they had been duly
executed and acknowledged by the mgWxiy elected officers of the Compi my at its principal office,
i
IN WITNESS WIIEMP,the said Stephen M,Haney,Vioe Presrident.has hereeunto subscribed his same and sWixed the Corporate seal of the said VVEMHESTER
FIRE MSItRANCE COMPANY this 21 day ofNavcmber 2015.
WWC"MER FIRE INSURANCE COMPANY
;• S J
f � *' ww •q...
t
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF PHILADELPHIA 5S.
On this 24 day of Navember,AD.2015 before me,a Notary Public of the Commonwealth of Pei msylvania in and for the Cou*of hhilaclelphia tame s
Stephen ht Haney,Vice-Prtxidens of the WF.WCHESTER FIRE INSURANCE COMPANY to me perasusally known to be the individual and ofCroa'who txccutcd
the preceding and he ackrxswledged drat he cimcuted the same,and that the seal affixed to the preceding instrument is the corporate seal of said CcampaW,
that the said earporaw seal and his signature wire duty afted by the atrt►writy and direction of the said corporation,aril that Resolution,adopted by the Board of
t Directors ofsaul
`f,referred to in the preceding ict«strtttnettt,is now in free.
M TESTIMONY WHEREOF,I have hereunto set my hand and affixed my official seal as the City of Pttitadelphis the day and your first above written.
A.
flaw
1,the widersigned Assistant Secretary of the WESTC HESrER FORE INSURANCE COMPANY.do Eby onfily'diat tam otighial POW Mt OF AT'MNEY,or
which the fofgoirtg is a substantially true and correct copy,is in full force and efriteL
In witness whereof,i have hereuraii subscribed my name as Assistant Secrtaary,and affixed the corpora&seal of the Corporutim this P Rlay f 4 2017
t
i
i
THIS POWER Of ATTORNEY MAY NOT BE USED TO EXECUTE ANY BOND WrM AN INCEPTION DATE AMR November 21,20 1 E.
Tk�a
1
fl�tdd r4Sndsaas t secfrruy par Nue' prosmd,lrcat sefas?lrtrt rata real tta svaisrrtta(k anti rtaatttt trdntrrtp tern mar s"*N«._ `"
f
1
WESTCHESTER FIRE INSURANCE COMPANY
FINANCIAL STATEMENT 091;EM13ER 31,2040
ADMITTED ASSETS
BONDS 51,492,813,519
SHORT-TERM INVESTMENTS 34,890,369
STOCKS 450,903
REAL ESTATE 0
CASH ON HAND AND KOAW 19,680,440
PREMIUM IN COURSE OF bAU I:G"t1C " 69,254,246
INTEREST ACCRUED 14,505,011
OTHER ASSETS 132,649,982
TOTAL ASSETS $1,764,444,470
LIASILITIEs
RESERVE FOR UNEARNED PREMIUMS ;200,260,562
RESERVE FOR LOSSES 851,00 ,190
RESERVE FOR TAXES 16,081016 f
FUNDS HELD UNDER REINSURANCE TREATIES 5,66$,051
OTHER LIABILITIES {11,412,99
TOTAL LIABILfT1S 1,061,597,8
r
CAPrrAL: 70,0010 SHARES,$71.43 PAR VALUE 5,000,100
CAPITAL: PAID IN 304,543,059
AGGREGATE WRITE-INS FOR SPECIAL SURPLUS FUt4DS 113,661,643
SURPLUS(UNA-$StGNED) 279',$41,841
SURPLUS TO POLG"OLDERS 702;846,643
TOTAL $1,764,444,470
(`EXCLUDES PREMIUM MORE THAN 80 DAYS DUE.)
STATE OF PENNSYLVANIA
COUNTY OF PHILADELPHIA
John Taylsw.bW;V 'swom,says that he is Senior Vice President of
westchederfiralost4ance Company and that to the best of his knowteoge and belief ti>
foregoing Is a true and correct statement of the said Company's financ lid as Of
31 st day of December,2016.
Sworn before mAthis _March 22 2017
f4 pt"pubilc ' My ooffirnission xpires
I
i
r,OMtM0-V�EALTP CF FEWSYLVANIA
NOTARIAL SEAL
N Wright, Notary Putillo
city of Pbhs�clphia,Philada#phle county
My Gottwission E xFires Aug.8,2019
i
a i A6S0 tAraJh NOTMt
I
I
i
i
Andrea Davis 8601 Six Forks Road T:919-424-8995
Director,Channel Raleigh, NC 27615 F:919-424-8976
V43 —4V '' Marketing
andrea.davis @xyleminc.com sensus
g www.sensus.com
April 17, 2017
To Whom It May Concern:
Sensus, USA is pleased to announce that HD Supply is the exclusive Authorized
Distributor of Sensus products for the state of Illinois. Please contact HD Supply for all
of your Sensus needs. Purchasing Sensus, USA products from the authorized
distributor for your area ensures that your products will be properly supported and
warranted.
We look forward to the opportunity of providing your firm with quality water
measurement equipment and support in the near future. Please feel free to contact me
at andrea.davisa-xyleminc.com regarding this or any other matter.
Sincerely,
OLI-'C -I-V1� D
Andrea Davis
Sensus, USA
Director, Channel Marketing
Qualifications to Bid of RD Supply Waterworks,Ltd.
Submitted to theVillage of Oak'Brook
Request foz Proposal
Acquisition of a Fixed Automatic Water Meter
Reading System and Replacement Program
Notwithstanding anything contained in any bid or contract documents to the contrary, IUD
Supply Waterworks, Ltd. {"Seiler") hereby qualities its bid as follows. It is the express
intention of file parties that, to the extent of the terms of this Qualification only, this
Qualification shall:supersede and control over thc terms of the Bid Documents, Contract.
Documents and Spocifications and any prior addenda thereto.Acceptance of axny Agreement.
by'Seller is made expressly conditioned on assent by the Village of Oak Brook CBuyern to
the following additional or different terms,
1. To the extent provided in its policy,Seller will only be able to provide a cettifiwe of
insurance,endorsements and coverage that are current fotrrt and meet industry
standards subject to agreement by Seller's insurance provider. A Memorandum-of
Insurance-is attached to dmhonstrate.fhe level of 6dveiage carried by Seller. To the
extent permitted by it's policy,Seller will.name only the Buyer and its.-WHIlates,
subsidiaries,parenA.officers and employees as additional insureds. Notice of
cancellation will be provided by e=mail per state guidelines. General aggregate limits
apply per policy. Seller will not be requited;to provide copies df its policies and will
not bo,required to provide Professional Liability,Builder's Risk,Ow=,s Protective
Liability or Contractual Li6ility.hasurmiw. 146twitbstaodugg anything rontairied in
-any bid documents or contract-docurnents to the_contrary,by ameptance.of Seller's
bid,the Brayer accepts Seller's certificate of insurance in full corapliadce with all
insurance{requirements,inoluding.butnotloted to notice provisions,coverage,,
language,policy limits,policy forn is,aAd deductible amoukits. The parties agree that
Seller'-s insurance is provided on a contributory basis,and is primary,but only to the
extent of the products,services,dad operations of HD Supply,Inc:'
2 lndemnity,Pagel$. Online 2,insert"actual and direct''before"liabilities."Online
4,"insert"reasonable"before"attorney's fees"On line 8,.delete.`5ndirectly or."At the
end of line 8,begin deleting"this or any Agreement by virtue of'and replace with
"negligent- 11,delete"solely"
3: Contractor's Represeritations�and Warranties,Paragraph A.The Wo*. On line 4,
begiu.deleting"2nd shall be fit..;"and continue to delete through the end of the
paragraph,At the end of this paragraph,insert"tlte following:'Notwithstanding
anything contained herein to the contrary,the manufaeturer's warranty only shall
,apply to all-materi-als purchased by .Buyer hereunder, Buyer acknowledges that Seller
is a distributor-of materials ordy;and therefore offers no additional warranties.
SELLER SPECIFICALLY IDISCLABAS ALL OTHER WARRANTIES,WHETBM
EXPRESS OR IMPLIED.,INCLUDING TIC:IMPLIED WA,RRANTYES OE
MERCHANTABILITY AND FMS FOR A PARTICULAR PURpOS`1E In no
event shall Seller be liable for any indirect,incidental,.special,exemplary or
consequential damages o f any kind."
Page 1 of 2
#. Contract Pries,Page 25.I sin B(1).At the end of-this paragraph,insert"dig the
duration of the project"
ED STJPPLY j1VA.TERWI LTD.
Page 2.Df
PPLYX
WATERWORKS
Village of Oak Brook
Master Project Agreement
HD Supply Waterworks, Ltd.
220 S Westgate Drive
Carol Stream IL 60188
Table of Contents
Section
Purposeand Scope.............................................................................................................................. 1
Term ................................................................................................................................................... 2
Definitions and Terminology.............................................................................................................. 3
HD Supply Waterworks' Responsibilities.......................................................................................... 4
Client's Responsibilities..................................................................................................................... 5
Defaultof Client................................................................................................................................. 6
Default of HD Supply Waterworks.................................................................................................... 7
Insolvency........................................................................................................................................... 8
Taxes, Permits,and Fees.................................................................................................................... 9
Warranty............................................................................................................................................. 10
Indemnity............................................................................................................................................ 11
Safety.................................................................................................................................................. 12
Liability and Force Majeure............................................................................................................... 13
Insurance............................................................................................................................................. 14
HazardousMaterials........................................................................................................................... 15
Cleanup............................................................................................................................................... 16
Delaysand Access.............................................................................................................................. 17
Qualityof Materials ........................................................................................................................... 18
Financing ........................................................................................................................................... 19
LegalGovernance............................................................................................................................... 20
DisputeResolution............................................................................................................................. 21
Attorney's Fees .................................................................................................................................. 22
Assignability ...................................................................................................................................... 23
Notices ............................................................................................................................................... 24
BindingEffect ................................................................................................................................... 25
Modifications ..................................................................................................................................... 26
Severability ........................................................................................................................................ 27
Privacy ............................................................................................................................................... 28
Appendix A Procurement, Installation and Management Contract
Exhibit A-1 Material Procurement Summary for Installation Contract
Exhibit A-2 Acceptance Certificate
Exhibit A-3 Sensus Advanced Metering Infrastructure (AMI)Agreement
Exhibit A-4 Statement of Work
Appendix B Reserved
Appendix C Reserved
Appendix D Warranty
Exhibit D-1 Manufacturers' Warranties
E-1
• SUPPLY
WATERWORKS
Master Project Agreement
This Master Project Agreement (as hereinafter defined, this "Agreement') dated as of August 8, 2017, between
HD Supply Waterworks,Ltd. a limited partnership consisting of HD Supply Waterworks Group, Inc. (limited Partner)and
HD Supply GP&Management,Inc. (General Partner)(as hereinafter defined,"HD Supply Waterworks"),and The Village
of Oak Brook(as hereinafter defined,"Client").
1. Purpose and Scope. The Agreement is a Master Project Agreement to provide certain Work to Client.
HD Supply Waterworks agrees to undertake the necessary Work as specified in this Agreement, and Client agrees to take
all actions that are identified in this Agreement and to pay HD Supply Waterworks in the manner contemplated by this
Agreement. This Agreement consists of the text set forth herein and the text set forth in each Appendix to this Agreement
that is executed and delivered by the Parties. The Appendices checked below are the only Appendices that have been
executed and delivered by the Parties as part of this Agreement (provided, however, that Exhibits that are part of a stated
Appendix also shall be part of this Agreement):
[
X] Appendix A--Procurement,Installation and Management Contract
[ ] Appendix B—Reserved
( ] Appendix C--Reserved
[
X] Appendix D--Warranty
2. Definitions and Terminolosy. When used in this Agreement or in any of its attachments, the following
capitalized terms shall have the respective meanings as follows:
"Agreement"shall mean this Master Project Agreement,to include all Appendices and Exhibits.
"AWWA"shall mean the American Water Works Association
"AMR"shall mean Automatic Meter Reading
"AMI"shall mean Advanced Metering Infrastructure
"Client"shall mean The Village of Oak Brook,together with its successors.
"Factory Installation Recommendation" shall mean guidelines for installation procedures given by the
manufacturer of the equipment.
"Financing Contract"shall mean any separate financing agreement that may be executed and delivered by
the Parties as contemplated by Appendix C to this Agreement,but only to the extent that Section 1 of this Agreement shall
indicate that Appendix C applies to this Agreement. No Financing Contract delivered pursuant to this Agreement shall
constitute a part of this Agreement, and this Agreement does not constitute a part of any Financing Contract executed and
delivered by the Parties.
"Force Majeure" shall mean conditions beyond the reasonable control, or not the result of willful
misconduct or negligence of the Party, including, without limitation acts of God, storms, extraordinary weather, acts of
government units, strikes or labor disputes, fire, explosions, thefts, vandalism, riots, acts of war or terrorism, non-price
related unavailability of Project Materials and Supplies,and unavailability of fuel.
"Hazardous Materials" are any materials, substances, chemicals, and wastes recognized as hazardous or
toxic (or other interchangeable terms of equal meaning) under applicable laws, regulations, rules, ordinances, and any
governmental or authoritative body having jurisdiction over the execution of this Agreement and its attachments.
E-2
sEnsus
Station,Remote Transceiver or Echo Transceiver.
X. 'Software'means all the Sensus proprietary software provided pursuant to this Agreement,and any Patches,Updates,and Upgrades that are provided to Customer
pursuant to the terns of this Agreement The Software does not indude any third party software.
Y. `TouctCoupkr Unlr identifies an inductive coupler connection from a water register to the SmartPoint Module.
Z. 'Updates`means releases of the Software that constitute a minor improvement in functionality.
AA. 'Upgrades'means releases of the Software which constitute a significant improvement in functionality or architecture of the Software.
B8. 'WAN Backhouf means the cormwnication ink between FlexNet Base Statics and Remote Transceivers and RNl.
CONFIDENTIAL I Page 7 of 14
"I sEnsus
Exhibit A
Software
Software as a Service
I. Description of Services
This exhibit contains the details of the Software as a Service that Sensus shall provide to Customer if both;(i)pricing for the application of Software as a Service has
been provided to the Customer,and(ii)the Customer is current in its payments for such application of Software as a Service.
A. Software as a Service Generally.
Software as a Service is a managed service in which Sensus will be responsible for the day-today monitoring,maintenance,management,and supporting of
Customer's software applications. In a Software as a Service solution, Serous owns all components of the solution (server hardware, storage, network
equipment Sensus software,and all third-party software)required to run and operate the application.These software applications consist of the following(each
an"A lion"):
• Regional Network Interface(RNI)Software
• Sensus Analytics
o Enhanced Package
The managed application systems consist of the hardware,Sensus Software,and other third-party software that is required to operate the software apptications.
Each Application will have a production,and Disaster Recovery(as described below)environment Test environments are not provided unless otherwise
specifically agreed by Sensus in writing.Sensus will manage the Applications by providing 24 x 7 x 365 monitoring of the availability and performance of the
Applications.
B. Usage License. Subject to all the terms and conditions of this Agreement Sensus hereby gives Customer a license under Sensus'intellectual property rights to
use the Sensus Applications for the Permitted Use for so long as Customer is currant in its payments for the Applications("Usage License"). This Usage
License shall commence on the Effective Date and shall terminate upon the earlier of(i)the expiration or termination of this Agreement for any reason;(ii)if
Customer uses the Applications provided hereunder other than for the Permitted Use;and(iii)the Application is terminated as set forth below.
C. Termination of Softvare as a Service. Customer shall have the option at any time after full deployment but before the end of the Tenn to terminate any
Application by giving Sensus one hundred twenty(120)days priorwritten notice. Such notice,once delivered to Sensus,is irrevocable, Should Customer elect
to terminate any Application,Customer acknowledges that(a)Customer shall pay all applicable fees,including any unpaid Software as a Service fees;and(b)
Software as a Service for such Application shall immediately cease.If Customer elects to terminate the RNI Application in the Software as a Service environment
but does rot terminate the Agreement generally,then upon delivery of the notice to Sensus,Customer shall purchase the necessary(a)RNI hardware and(b)
RNI software license,each at Sensus'then-current pricing. No portion of the Software as a Service fees shall be applied to the purchase of the RNI hardware or
software license.
D. "Software as a Service"means only the foibwtng ser4m:
i. Sensus will provide the use of required hardware,located at Sensus'or a third-party's data center facility(as determined by Sensus),that is necessary
to operate the Application.
ii. Sensus will provide production and disaster recovery environments for Application.
iii. Sensus will provide patches,updates,and upgrades to latest Sensus Hosted Software release.
iv. Sensus will configure and manage the equipment(server hardware,routers,switches,firewalls,etc.)in the data centers:
a. Network addresses and virtual private networks(VPN)
b. Standard time source(NTP or GPS)
c. Security access points
d. Respond to relevant alarms and notifications
V. Capacity and performance management Sensus will:
a. Monitor capacity and performance of the Application server and software applications 247 using M metrics,thresholds,and alerts to
proadivety identify any potential issues related to system capacity and/or performance(i.e,database, backspool, logs, message broker
storage,etc.)
b. If an issue is identified to have a potential impact to the system,Sensus will open an incident ticket and manage the ticket through resolution
per Exhibit B,Technical Support.
c. Manage and maintain the performance of the server and perform any change or configuration to the server, in accordance to standard
configuration and change management policies and procedures.
d. Manage and maintain the server storage capacity and performance of the Storage Area Network (SAN), in accordance to standard
configuration and change management policies and procedures.
e. Exceptions may occur to the system that require Sensus to take immediate action to maintain the system capacity and performance levels,
and Sensus has authority to make changes without Customer approval as needed,in accordance to standard configuration and change
management policies and procedures.
vi. Database management Sensus will
a. Define data retention plan and policy.
b. Monitor space and capacity requirements.
c. Respond to database alarms and notifications.
d. Install database software upgrades and patches.
e. Perform routine database maintenance and cleanup of database to improve capacity and performance,such as rebuilding indexes,updating
indexes,consistency checks,run SCL query/agent jobs,etc.
vii. Incident and Problem Management. Sensus will:
a. Proactively monitor managed systems(247065)for key events and thresholds to proactively detect and identify incidents.
b. Respond to incidents and problems that may occur to the Application(s).
c. Maintain policies and procedures for responding to incidents and performing root cause analysis for ongoing problems.
d. Correlate incidents and problems where applicable.
e. Sensus personnel will use the Salesforce Self Service Portal to document and track incidents.
f. In the event that a Sensus personnel is unable to resolve an issue,the issue will be escalated to the appropriate Subject Matter Expert
(SME).
g. Maintain responsibility for managing incident and problems through resolution and will coordinate with Customer's personnel and/or any
required third-party vendor to resolve the issue.
CONFIDENTIAL) Page a of 14
sEnsus
h. Provide telephone support consistent with Exhibit B,Technical Support in the case of undetected events.
vin. Security Management Sensus will:
a. Monitor the physical and cyber security of the server and Application(s)247 to ensure system is highly secure in accordance with NIST
Security Standards.
b. Perform active intrusion prevention and detection of the data center network and firewalls,and monitor logs and alerts.
c. Conduct period penetration testing of the network and data center facilities.
d. Conduct monthly vulnerability scanning by both internal staff and external vendors.
e. Perform Anti-Virus and Malware patch management on all systems.
f. Install updates to virus protection software and related files(including Virus signature files and similar files)on all servers from the update
being generally available from the anti-virus software provider.
g. Respond to any potential threat found on the system and work to eliminate Virus or Matware found.
h. Sensus adheres to and submits certification to NERC/CIP Cyber Security standards.
I. Sensus actively participates/monitors industry regulatioVstandards regarding security—NERC, FERC, NIST, OpenSG, etc through the
dedicated Sensus Security team.
j. Provide secure web portal access(SSL)to the Application(s).
oc. Backup and Disaster Recovery Management Sensus will:
a. Perform daily backups of data providing one(1)year of history for auditing and restoration purposes.
b. Back-up and store data(on tapes or other storage media as appropriate)ofi-site to provide protection against disasters and to meet file
recovery needs.
c. Conduct incremental and full back-ups to capture data,and changes to data,on the Application(s).
d. Sensus will replicate the Application(s)environments to a geographically separated data center location to provide a full disaster recovery
environment for the Application production system.
e. Provide disaster recovery environment and perform fail-over to DR environment within forty-eight(48)hours of declared event
f. Generate a report following each and any disaster measuring pedonmance against the disaster recovery plan and identification of problem
areas and plans for resolution.
g. Maintain a disaster recovery plan. In the event of a disaster,Sensus shall provide the services in accordance with the disaster recovery plan.
h. in the case of a disaster and loss of access to or use of the Application,Sensus would use commercially reasonable efforts per the Recovery
Time Objectives and Recovery Point Objectives specified herein to restore operations at the same location or at a backup location within
forty-eight(48)hours.
I. The Application shall have a Recovery Time Objective(RTC)of forty-eghl(48)hours.
j. The Recovery Point Objective(RPO)shall be a full recovery of the Application(s),with an RPO of one(1)hours,using no more than a W"-
four(24)hour old backup. All meter-related data shall be pushed from each Base Station/TGB restoring the database to real-tme minus
external interfaced systems from the day prior.
k. Data from external interfaced systems shall be recreated within a forty-eight(48)hour period with the assistance of Customer personnel and
staff,as needed.
E. Customer Responsibilities:
i. Coordinate and schedule arry changes submitted by Sensus to the system in accordance with standard kronNurabon and change management
procedures.
u. Participate in all required configuration and change management procedures.
Iii. Customer will log incidents related to the managed Application with Sensus personnel via email,web portal ticket entry,or phone call.
iv. Responsible for periodic processing of accounts or readings(i.e.billing files)for Customers billing system for billing or other analysis purposes.
V. Responsible for any field labor to troubleshoot any SmartPoint modules or smart meters in the field in popuiathns that have been previously deployed
and accepted.
vi. First response labor to troubleshoot FlexNet Base Station,Echo Transceivers,Remote Transceivers or other held network equipment
vii. Responsible for local area network configuration,management,and support
viii. Identify and research problem with meter reads and meter read pedormance.
ix. Create and manage user accounts.
x. Customize application configurations.
xi. Support application users.
AL Investigate application operational issues(e.g,meter reads,reports,alarms,etc.).
xiii. Respond to alarms and notifications.
xiv. Perform firrnware upgrades over-theair,or delegate and monitor field personnel for on-site upgrades.
F. "Software as a Service"does not include arty of the following services:
I. Parts or labor required to repair damage to any field network equipment that is the result of a Force Majeure event.
R, Any integration between applications,such as Hams MeterSense,would require a Professional Services contract agreement to be sopped,submitted,
and agreed in a signed writing between Sensus and all the applicable parties.
If an item is not listed in subparagraphs in item(D)above,such item is excluded from the Software as a Service and Is subject to additional pricing.
II. Further Agreements
A. System Uptime Rate
I. Sensus(or its contractor)shall manage and maintain the Application(s)on computers owned or controlled by Sensus(or its contractors)and shall
provide Customer access to the managed Application(s)via internet or point to point connection(i.e.,Managed-Access use),according to the terms
below.Sensus endeavors to maintain an average System Uptime Rate equal to ninety-nine(99.0)per Month(as defined below). The System Uptime
Rate,cumulative across all Applications,shall be calculated as follows;
System Uptime Rate= 100 x ITMO—Total Non-Scheduled Downtime minutes in the Month)
TMO
i. Calculations
a. "Targeted Minutes of Operation"or"TMO"means total minutes cumulative across all Applications in the applicable month("Month")
minus the Scheduled Downtime in the Month.
CONFIDENTIAL I Page 9 of 14
sEnsus
b "Scheduled Downtime"means the number of minutes during the Month,as measured by Sensus,in which access to any Application is
scheduled to be unavailable for use by Customer due to planned system maintenance. Sensus shall provide Customer notice(via email or
otherwise)at least seven(7)days in advance of commencement of the Scheduled Downtime.
c. "Non-Scheduled Downtime"means the number of minutes during the Month,as measured by Sensus,in which access to any Application is
unavailable for use by Customer due to reasons other than Scheduled Downtime or the Exceptions,as defined below(e.g.,due to a need for
unplanned maintenance or repair).
ii. Exceptbns.'Exmtions"mean the following events:
a. Force Majeure;
b. Emergency Work,as defined below;and
c. Lads of Internet Availability,as described below.
i. Emergency Work. In the event that Force Majeure,emergencies,dangerous conditions or other exceptional circumstances arise or continue during
TMO,Sensus shall be entitled to take any actions that Sensus,in good faith,determines is necessary or advisable to prevent,remedy,mitigate,or
otherwise address actual or potential harm,interruption,loss,threat,security or like concern to any of the Application(s)("Emergency Work"). Such
Emergency Work may include, but is not limited to: analysis,testing,repair, maintenance,re-setting and other servicing of the hardware,cabling,
networks,software and other devices, materials and systems through which access to and/or use of the Application(s)by the Customer is made
available(the"Managed SK Sensus shall endeavor to provide advance notice of such Emergency Work to Customer when practicable and
possible.
li. Lack of Yhternet Availability.Sensus shall not be responsible for any deterioration of performance attributable to latencies in the public internet or
point-to-point network connection operated by a third party.Customer expressly acknowledges and agrees that Sensus does not and cannot control the
flow of data to or from Sensus'networks and other portions of the Internet,and that such flow depends in part on the performance of Internet services
provided or controlled by third parties,and that at times,actions or inactions of such third parties can impair or disrupt data transmitted through,and/or
Customers connections to,the Intemet or point-to-point data oonnedion(or portions thereof). Although Sensus will use commercially reasonable
efforts to take actions Sensus may deem appropriate to mitigate the effects of any such events,Sensus cannot guarantee that such events will not
occur.Accordingly,Sensus disclaims any and all liability resulting from or relating to such events.
B. Data Center Site-Security. Although Sensus may modify such security arrangements without consent or notice to Custhmer. Customer acknowledges the
folkrwing are the current arrangements regarding physical access to and support of the primary hardware components of the Managed Systems:
i. The computer mom(s)in which the hardware is installed is accessible only to authorized individuals.
Ii. Power Infrastructure includes one or more unintemptible power supply(UPS)devices and diesel generators or other alternative paver for back-up
eiectricai power.
Iii. Air-conditioning facilities(for humidify and temperature controls)are provided in or for such computer room(s)and can be monitored and adjusted for
humidity and temperature settings and control.Such air systems are supported by redundant,back-up and/or switch-over environmental units.
iv. Such electrical and A/C systems are monitored on an ongoing basis and personnel are available to respond to system emergencies(if any)in real time.
V. Dry pipe pre-action fire detection and suppression systems are provided.
Vi. Data circuits are available via multiple providers and diverse patios,giving access redundancy.
C. Responsibilities of Customer
I. Customer shall promptty pay all Software as a Service fees.
H. Customer may not(i)carelessly, knowingly,intentionally or maliciously threaten,disrupt,hams,abuse or interfere with the Application(s),Managed
Systems or any of their functionality,performance,security or integrity,nor attempt to do so;(ii)impersonate any person or entity,including,but not
limited to,Sensus,a Sensus employee or another user,or(iii)forge,falsify,disguise or otherwise manipulate any identification information associated
with Customer's access to or use of the Applicabon(s).
iii. The provisioning, compatibility, operation, security, support, and maintenance of Customer's hardware and software ("Customers Systems")is
exclusively the responsibility of Customer. Customer is also responsible, in particular, for correctly configuring and maintaining (i) the desktop
environment used by Customer to access the Application(s)managed by Sensus;and(ii)Customers network router and firewall,If applicable,to allow
dala to flow between the Customers Systems and Sensus'Managed Systems in a secure manner via the public Internet
Iv. Upon receiving the system administrator account from Sensus,Customer shall create usemame and passwords for each of Customer's authorized
users and complete the applicable Sensus registration process("Authorized Users").Such usernames and passwords will allow Authorized Users to
access the Application(s).Customer shall be solely responsible for maintaining the security and confidentiality of each user ID and password pair
associated with Customers account,and Sensus will not be liable for any loss,damage or liability arising from Customers account or any user ID and
password pairs associated with Customer.Customer is fully responsible for all act and omissions that occur through the use of Customers account
and any user 10 and password pairs.Customer agrees()not to allow anyone other than the Authorized Users to have any access to,or use of
Customers account or any user ID and password pairs at any lime;(ii)to notify Sensus immediately of any actual or suspected unauthorized use of
Customers account or any of such user ID and password pairs,or any other breach or suspected breach of security,restricted use or confidentiality;
and(iii)to take the Sensus-rewmmended steps to log out from and otherwise exit the Appiicabon(s)and Managed Systems at the end of each session.
Customer agrees that Sensus shall be entitled to rely,without inquiry,on the validity of the user accessing the ApplicaWn(s)application through
Customers account,account ID,usemames or passwords.
V. Customer shall be responsible for the day-to-day operations of the Application(s)and AMI System. This includes,without limitation,(i)researching
problems with meter reads and system performance, (ii) creating and managing user accounts, (iii)customizing application configurations, (iv)
supporting application users,(v)investigating application operational issues,(v)responding to alarms and notifications,and(vii)performing over-the-air
commands(such as firnware updates or configuration changes).
III. Sensus Analyks
A. Essential Package. The Essential Package of the Sensus Analytics Application shall consist of the following modules:
1. Device Access
a. Allows search for meter details by using data imported from the Billing system or the Sensus Device ID or AMI ID.
b. Allows a view of the meter interval or register reads.
c. Meter data is available to be copied,printed,or saved to certain user programs or file formats,specifically CSV,PDF,and Spreadsheet
d. Allows the current and historical data to be viewed.
e. Allows the current usage to be compared to historical distribution averages.
f. Allows the user to see the meter location on a map view.
g. Allows notifications for an event on a single meter to be forwarded to a Customer employee.
h. Allows details to be viewed about a meter—(dependent on the data integrated from other systems)
ii. Meter Insight(provides the following)
CONFIDENTIAL I Page 10 of 14
SEnsus
a. #of active meters.
b. #of orphaned meters with drill down to the list of meters.
c. #of inactive meters with drill down to the list of meters.
d. #of stale meters with drill down to the list of meters.
e. #of almost stale meters with drill down to the list of meters.
f. #of meters where no read is available with drill down to the list of meters.
g. #of meters with high threshold exceptions with drill down to the list of meters.
h. #of unknown radios with drill down to the list of meters.
iii. Report Access
a. Allows the user to see meter alarms and choose a report from a list of standard reports.
b. Master Route Register Reads: Shows the latest reads for all meters within specified time window.
c. Meter Route Intervals Reads: Allows users to inspect intervals of a single meter over a period of time.
d. Master Route No Readings: List all meters that are active in the system,but have rat been sending reads within the specified time window.
e. Consumption Report List meters'consumption based on meter readings within the specified time window.
f. Zero Consumption for Period: List meters whose readings do not charge over a period of time.
g. Negative Consumption: Shows the number of occurrences and readings of negative consumption for the last 24hr,48hr and 72hr from the
entered roll up date.
h. High Low Exception Report Displays meters whose reads exceed minimum odand maximum threshold,within a time range.
I. Consumption vs Previous Reported Read: Compares latest reading(from RNI)with last known read received from CIS.
j. Consumption Exception 24 hour Report This report shows meters that satisfy these two conditions:(1)The daily average consumptions
exceed entered"daily consumption threshold;"(2)The number of days when daily thresholds are exceeded are greater than the entered"
exception per day threshold."
k Endpoint Details: Shows the current state of meters that are created within the specified time range.
I. Orphaned Meters: List meters that are marked as'orphaned',which are created as of entered"Created as or parameter.
m. Billing Request Mismatch: Displays meters in a billing request that have different AMR id with the ones sent by RNI.It also shows AMR id in
billing request that have different meter Id in the RNI.
n. Users need to enter which billing request file prior to running the report
o. Alarms Report List all alarms occurred during a time window.Users can select which alarm to show.
iv. Billing Access
a. Initiate the creation of billing export files formatted to the import needs of the billing system.
b. Receive billing request fides from the billing system to identify what meters to include in the billing export file in the case where billing request
file option is used
c. Provides a repository of pest billing files that were either used for billing preparation or actually send to the billing system.
d. Will store created billing files for a period of three years unless otherwise denoted.
e. The system will allow creation of test files before export to the billing system.
V. Billing Adaptor
a. The underlying confgurator and tools mapping the extraction of billing data to enable integration to the utility's billing system.
vi. Data Store
a. Allows storage of meter reading data including Intervals,Registers,and Alarms to be stored.
b. Stored data is available online for reports and analysis.
c. Data will be retained for 3 years.Additional duration can be purchased.
B. Enhanced Package. The Enhanced Package shall consist of the modules listed above in the Essential Package,as well as the following additional modules:
I, Alarm Dashboard
a. Allows the user to summarize and fitter alarms by a date range.
b. Allows the user to review all alarm types on a single screen
c. The user can filter out the alarms not wanted on the screen.
d. Alarm totals can be visualized.
e. Adds a view of trending alarms over time.
f. Click to drill down on an alarm to gain more information on specific events.
g. Click to analyze a specific event on a particular device.
il. Alarm Console
a. Follow real time monitors of the mars coming from Customers meters.
b. Provides a single view for all alams across the entire network.
c. Allows the user to view trending of each alarm over time.
m. Alert Manager
a. Allows creation of alert groups who will be notified when an alarm occurs.
b. Users can manage alert groups by adding and removing group members.
c. Allows selection of notification method for how end users in the group will be notified;email or SMS(text message).
d. Allows creation of an alert from the available system events from smart points and assign to a group.
e. Monitors the systems meters for events. When an event is triggered,all users in the group will be notified.
D. Integration of Sensus Anatytics. Sensus shall provide integration support services to Customer only to the extent specifically provided below:
i. Sensus shall provide Customer with a simple flat file specificaton known as VFlex for the integration of the Cusmmer's back office system to the
Sensus Analyfics modules.This flat file may be delimited or fixed width.This specification allows Customer to transmit each day or as needed:the
devices and end users in the system,end user status,end user account information,end user name,and other end user details. When sent to the
Sensus FTP servers,this file exchange will enable the system to become operational with the Customer's systems. Customer shall produce this file
and transmit it to the FTP oration designated by Sensus.Sensus will provide reasonable support to explain to Customer the required vs.optional fields
that are in the specification,testing and validation of the file format and content
a. In scope of the included integration efforts is the mapping the Customer's fields to the VFlex specification.
b. Out of scope and subjed to additional charges will be the transformation of data where business logic including code must be written to
modify the field content or format of the data to meet the VFlex specification.
ii. Sensus'integration services consists of four(4)hours of assistance(remote or on-sde, as determined by Sensus). If additional time is needed to
complete the integration efforts,Sensus shall invoice Customer for additional fees on an actual time and materials basis.
CONFIDENTIAL( Page it of 14
sEnsus
iii. H an item is not listed in subparagraphs(i)or(ii)above,such hem is excluded trom the integration of Sensus Analytics Support and is
subject to additional pricing.
E. Data Import. The Sensus Analytics Application contains adapters for the import of data from;(a)Customer's FlexNet AMI System;andlo((b)AutoRead
application for handheld and drive by systems,as applicable.
F. Customer Acknowledgements.
I. Customer acknowledges that the Sensus Analytics Application provides up to fifty(50)user log Ins for customer's use.
ii. Customer acknowledges and agrees the Sensus Analytics Application is based upon the actual number of End Users within Customers Service
Territory. Pricing may increase if Customers Service Territory oractual number of End Users expands.
iii. Customer acknowledges that all data related to the Senses Analytics Applications is geographically hosted within the United States of America_
Customer accepts the geographic location cf such hosting,and indemnifies Sensus for any claims resulting therefrom.
iv. Customer acknowledges and agrees that the Intellectual Property provisions of this Agreement apply in all respects to Customers access to and use of
the Sensus Anahytim Applications.
V. Customer is responsible for validatirg the data analyzed by the Sensus Analytics Applications. Sensus makes no promises of improving Customer's
operations or saving Customer money,nor is Sensus liable for any damages insulting from decisions made by Customer related to Customers use of
Sensus Anatytics.
N. Third Party Software.
A. RedHat Unux. If Sensus is providing Customer with a license to use RedHat Linux Software,Customer agrees to the following:
By entering into this Agreement, Customer agrees to abide by and to be legally bound by the terms and conditions of the Red Hat End User License
Agreements identified below,each of which are incorporated into this Agreement by reference and are available at the websites identified below. Please
read the Red Hat End User License Agreements and incorporated references carefully.
Subscription: End User License Agreement:
Red Hat Enterprise Linux httplt www.redhatcomllicenses/rhel_rha_eula.htmf
JBoss Enterprise Middleware htiplhvww.radhatcW!censeslfboss_eula.html
CONFIDENTIAL I Page 12 of 14
sEnsus
Exhibit B
Technical Support
1. Introduction
Sensus Technical Services provides utility customers with a single point of contact for Tier 1 support of technical issues as well as any coordination of additional
resources required to resolve the issue.Requests that require specialized skills are to be forwarded to a senior support engineer or Technical Advisor within the
team for further analysis. If Technical Services has exhausted all troubleshooting efforts for the product type,the issue will escalate to the Engineering Support
Team.Occasionally,on-site troubleshooting/analysis may be required.The preferred order of on-sie support is:
a) The Customer(for assistance with the easiest and lowest time-consuming activities such as power on/power off).
b) The local distributor,
c) Sensus employees or contracted personnel,it required to fulfill a contract commitment
2. Support Categories
2.1. General questions regarding functionality, use of product, how-to, and requests for assistance on Sensus AMR,AMI, RF Network Equipment, Metering
Products and Sensus Lighting Control,
2.2. Proactive reporting and resolution of problems.
2.3. Reactive reporting to isolate,document,and solve reported hariware/software defects.
2.4. Responding to service requests and product changes.
2.5. Addressing customer inquiries with printed or electronic documentation,examples,or additional explanation/ciarifiratim.
3. Support Hours
3.1. Standard Support Hours:Toll-free telephone support(1800438-3748 option#2)is available Monday thru Friday from 8:OOAM EST to 8:00PM EST.After-
hours,holiday and weekend support for Severity 1 and Severity 2 issues is available by calling 1-800-638-3748,option#8.
4. Support Procedures
4.1. Customer identifies an issue or potential problem and calls Technical Services at 1$00-638-3748 Option#2.The Customer Service Associate or Technical
Support Engineerwill submit Support ticket
4.2. The Customer Service Associate or Technical Support Engineer will identify the caller name and utility by the assigned software serial number,city,and state
in which the call originated.The nature of the problem and severity levels will be agreed upon by both parties(either at the time the issue is entered or prior to
upgrading or downgrading an existing issue)using the severity definitions below as a guideline.The severity level is then captured into a support ticket for
ovation and resolution processing.Any time during the processing of this ticket,hf the severity level is changed by Sensus,the customer will be updated.
Severity Levels Description:
Sev1 Customers production system is down.The system is unusable resulting in total disruption of work.No workaround is available and requires
immediate attention.
Example:Network mass outage,all reading collection devices inoperable,inoperable head end software(e.g,,RNI Software,Sensus MDM).
Sev2 Major system teatureliunction failure. Operations are severely restricted; there is a major disruption of work, no acceptable workaround is
available,and failure requires immediate attention.
Examples: Network equipment failure(e.g., FlexNet Echo, FlexNet Remote, Base Station transceiver,or VGB); inoperable reading devices(e.g.,
AR5500,VXU,VGB,or CommandLink);head end software application has important functionality not working and cannot create export file for biting
system operations.
Sev3 The system is usable and the issue doesn't affect critical overall operation.
Example:Mirror network equipment failure(e.g.,Echo/Remote false alarms or Base Station transceiver false alams);head end software application
operable but raports are riot running property,modification of view or some non-critical function of the software is not running.
Sev4 Misr system issues,questions,new features,or enhancement requests to be corrected in future versions.
Examples:Minor system issues,general questions,and`How-To'questions.
43. The Customer Service Associate or Technical Support Engineer identifies whether or not the customer is on support.If the customer is not on support,the
customer is advised of the service options as well as any applicable charges that may be billed.
4.4. Calls are placed in a queue from which they are accessible to Technical Support Engineers on a first-come-first-serve basis.A first level Customer Service
Associate may assist the customer,depending on the difficulty of the call and the representative's technical knowledge.Technical Support Engineers(Tier 1
support)typically respond/resotve the majority of calls based on their product knowledge and experience.A call history for the particular account is researched
to rate any existing pattern or 0 the call is a new report.This research provides the representative a basis and understanding of the account as weft as any
associated problems and/or resolutions that have been communicated.
a. Technical Services confirms that there is an issue or problem that needs further analysis to determine its cause.The following information must be
collected:a detailed description of the issue's symptoms,details on the softwarelhardware product and version,a description of the environment in
which the issue arises,and a list of any corrective action already taken.
b. Technical Services will check the internal database and product defect tracking system,to see it reports of a similar problem exist,and it any working
solutions were provided.If an existing resolution is found that will address the reported issue,It shall be communicated to the customer.Once if is
confirmed that the issue has been resolved,the ticket is dosed.
C, If there is no known defect or support that defines the behavior,Technical Services will work with the customer to reproduce the issue.If the issue can
be reproduced,either at the customer site or within support center test lab,Technical Services will escalate the ticket for further investigation/resolution.
If the issue involves units that are considered to be defective with no known reason,the representative will open a Special Investigation RMA through the
Support system.If i1 is determined that a sample is required for further analysis,the customer will be provided with instructions that detail where to send the
product sample(s)for a root cause aria".Once it is determined that the Issue cannot be resolved by Tier 1 resources,the ticket will be escalated to Tier 2
support for confirmation/workarounds to resolve inmediate issue.Technical Services will immediately contact the customer to advise of the escalation.The
response and escalation times are fisted in Section 5.At this time,screen shots,log files, configuration files,and database backups will be created and
attached to the ticket
CONFIDENTIAL I Page 13 of 14
sEnsus
S. Response and Resolution Targets,
Sensus Technical Support will make every reasonable effort to meet the following response and resolution targets:
Severity Standard
Respom
Target Standard Target Resolution Resolution(one or more of the following)
Immediately assign trained and qualified • Satisfactory workaround is provided.
Services Staff to corned the error on an • Program patch is provided.
1 30 Minutes expedited basis. Provide ongoing . Fa incorporated into future release.
communication on the status of a . Fix or workaround incorporated into the Support
correction. Know Base.
• Satisfactory workaround is provided.
Assign trained and qualified Services a Program patch is provided,
2 4 hours Staff to correct the error. Provide . Fix incorporated into future release.
communication as updates occur. . Fix or workaround incoporated into the Support
K Base.
• Answer to question is provided.
• Satisfactory workaround is provided.
3 1 Business Day 90 business days . Fix or workaround incorporated into the Support
Knowledge Base.
. Fix incorporated into future release.
. Answer to question is provided.
4 2 Business Days 12 months . Fix or workaround incorporated into the Support
Knoorledge Base,
6, Problem Escalation Process
61, If the normal support process does not produce the desired resutts,or 6 the severity has changed,the issue may be escalated as follows to a higher level of
auffority.
61.1. Severity 1 issues are escalated by Sales or Technical Services to a Supervisor 9 not msokred within 2 hours;to the Manager level'd not
resolved within 4 hours;to the Director level ff not resolved within the same business day;and to the VP level if not resolved within 14 hours.
61.2. A customer may escalate an issue by calling 1-800-638-3748,Option 2.Please specify the Support ticket number and It*reason why the
issue is being escalated.
6.1.3. In the event Beat a customer is not satisfied with the level of support or continual problem with their products,they may escalate a given
Support ticket to Manager of Technical Services(1-800-6U-3748,Option 2).
7. General Support Provisions and Exclusions.
7.1. Sensus provides online documentation for Sensus products through the Sensus User Forum(h tp:ll myf lexnetsystem.corrdModuWJsedLogin).Ali Sensus
customers are provided access to this online database,which includes operation,configuration and technical manuals.Sensus also hosts periodic user group
teleconferences to facilitate the interchange of product ideas,product enhancements,and overall customer experiences.The customer shall provide names
and email accounts to Sensus so Sensus may provide access to the Portal.
7.2. Specialized support from Sensus is available on a fee basis to address support issues outside the scope of this support plan or H not covered under anotrer
specific maintenance contract For example,specialized systems integration services or out of warranty neMrork equipment repair that is not covered under a
separate maintenance Contract
CONFIDENTIAL I Page 14 of 14
Exhibit A-4
Statement of Work
(Sale through VAR)
This document is designed to assist the Client with the planning the installation of a Sensus AMI System. For illustrative
purposes, an architectural diagram is provided below that depicts equipment to be installed at the BASESTATION site and
the Client site which will typically house the RNI. In addition,the following pages provide details pertaining to
responsibilities of HD Supply Waterworks, Ltd. and Client during the planning, installation and commissioning of the
F1exNet AMI System.
Regional Network Interface I
RF Network
0
m
m m in Cr
o m ai 2
m
� m
m
Message Batch Job Meter/Tower Scheduled Job
E
Processor CMEP Files Information Information Information
a�
CD
Metrics
E
CD
rn
ca
c
cc
x CNaeptwaoci Tower/
Meter Read Health (M,woway Delivery
2 O t mizer Manager Dashboard nitor Endpoint Metrics
� p Information
Z
Endpoint
Configuration
Agent
(:::RNI
Diagram 1—FlexNet AMI Diagram
E-15
General Responsibilities:
HD Supply Waterworks will:
1. Provide a project manager to coordinate all F1exNet installation activities with the Client and be the main contact
point between the Client and Sensus during the infrastructure and SmartPoint Module deployment phase.The
project manager will coordinate training activities and all installation activities with Sensus field engineers and
contract installation crews hired by Client.
2. Provide Client a Sensus certified propagation study that determines the locations best suited for installation of the
BASESTATION's and to ensure proper communications with end point transmitters and the RNI.
3. Work with Sensus to commission the RNI hardware and software remotely.
4. Work with Sensus to obtain final network acceptance and approval to install endpoint devices
5. Schedule training familiarization/operators training for head end software to Client identified personnel at the
Client's location.
6. Hire a qualified installation contractor to install the antennae and cable that runs between the BASESTATION and
the antenna.
Client will:
1. Provide a key point of contact,contact information,for project management activities to work with the HD Supply
Waterworks project manager to help facilitate a timely installation of the F1exNet system.
2. Hire a qualified installation contractor to install the BASESTATION equipment and run all data and power cables
between the power supply and the BASESTATION.
3. Perform all site preparation work for the RNI and BASESTATIONs.
4. Be responsible to provide the network infrastructure in the Power and RNI Location areas in Diagram 1,including
network cabling and power identified in blue in Diagram 1.
5. Be responsible for monthly and annual fees associated with the network access for all sites where network access
is needed.
6. Be responsible to provide communications link between the Regional Network Interface(RNI)and
BASESTATION.
7. Purchase any routers,hubs,mounting equipment,uninterruptible power supply and/or security equipment needed
to connect the RNI to the Client's internal network.
8. Be responsible for the installation of Meters, SmartPoint Modules,Load Control, Home Area Network,and
Automation Devices.
RNI Responsibilities:
The RNI will be a SAAS model that will be stored at one of Sensus secure data sites.If Owned Model is available Client
will be required to purchase the servers through Sensus and provide adequate power and room to house the servers.
HD Supply Waterworks will:
1. Supply the RNI hardware and data management software necessary to operate on the RNI hardware.
2. Work with Sensus to obtain final configuration of all software and RNI hardware for operation with the F1exNet
network.
3. Work with Sensus to Test,and verify proper network connectivity to access the BASESTATION.
Client will:
1. Purchase all needed F1exNet(RNI)computer equipment.
E-16
2. Be responsible for fees associated with acquiring and maintaining the static IP addresses needed to access network
equipment located at the BASESTATION site.
3. Provide the necessary static IP addresses for the FlexNet system components.
4. Be responsible to secure a suitable contractor to connect the data management software to the billing system to
allow for data to be imported for billing purposes.
5. Provide remote network access to the FlexNet BASESTATION network to Sensus. This provides Sensus
Technical Services personnel the ability to perform ongoing system support and troubleshooting.
Infrastructure Site Responsibilities
BASESTATION:
HD Supply Waterworks will:
1. Instruct Client concerning infrastructure site preparation work,and verify work is done correctly.
2. Coordinate the installation and commissioning of FlexNet Infrastructure for proper operation.
3. Hire a competent contractor to install the antenna and related components.
4. Provide the necessary antennas,mounts,cable and other antenna components for the BASESTATIONS.
5. Not be held responsible for damage to any interior/exterior coatings on water tanks that result from welding
of antenna mounts to tanks.Parties will agree to a scope of work prior to installation.
Client will:
1. Purchase the required number of BASESTATIONs.
2. Be responsible to provide an area at the BASESTATION site for installation if the BASESTATION is installed at
a Client provided site.
3. Be responsible to provide a 120 VAC power source to the BASESTATION.All necessary electric requirements
which will include 120 VAC Non GFI receptacles to be at the final location of the BASESTATION installation. If
trenching of the power line is needed,the Client will be responsible to provide the necessary trenching,conduit,
and cabling needed to supply power from the power source outlet to the base station cabinet.All electrical
equipment will be installed in accordance with local codes.
4. Hire a certified electrician to connect all power to the BASESTATION.
5. Be responsible to provide network access at the site where the BASESTATION is located.Client should consult
with HD Supply Waterworks about the available options for network connections between BASESTATION and
RNI.
6. Be responsible to provide any conduit and/or trenching required to provide cabling requirements from the tower
site to the BASESTATION installation.
7. Be responsible to provide CAT 5 UV and weather resistant network cable from the network service provider
access link to the cabinet.
8. Be responsible to provide any conduit or trenching needed to run the data cable to the BASESTATION.Client is
responsible to assure that data cable is located to final location of the BASESTATION.
9. Be responsible to provide security at BASESTATION location.
10. Be responsible to provide sufficient foundation to secure the outdoor cabinet should an outdoor cabinet be required
to house the BASESTATION.This foundation will consist of a concrete pad or steel structure that is designed to
hold 600 lbs per square inch.
11. Be responsible to provide 240 VAC of power to the BASESTATION unit should an outdoor cabinet be required.
Receptacles to be located within 1 foot of the final location of the BASESTATION installation.If trenching of the
power line is needed,the Client will be responsible to provide the necessary trenching,conduit,and cabling
E-17
needed to supply power from the power source outlet to the base station cabinet.All electrical equipment will be
installed in accordance with local codes. 1
12. Be responsible for installing grounding material at the location of the BASESTATION installation.At a minimum,
the material should consist of#4 or#2 stranded copper wire which will connect to the BASESTATION.
13. Be responsible for proper ground field at the BASESTATION site.
14. Be responsible for getting access/permission to any structure that is not owned by the Client.
15. Prepare the site for the BASESTATION by completing the below tasks:
a. Site must have a network connection available for the BASESTATION to communicate with RNI. The
Ethernet connector on the BASESTATION unit is an RJ-45 type, 10/100 auto signaling rate. Minimum
WAN bandwidth requirements are 128 kbps with a redundant path. Any network equipment to interface
the BASESTATION such as Juniper router/firewall,switches,etc.will be Client provided.
b. Client will supply connectivity information to Sensus(IP address,default gateway,sub-net mask,etc.)
c. Provide suitable antenna mounting structure such as a tower,mono-pole, or building that is capable of
supporting the weight of the antenna,cable,mounting hardware and wind loading.
d. Indoor site should have adequate room for the rack facilitating opening of both front and rear doors, and
an available 120V grounded outlet within 10 feet.
e. Outdoor site installation single phase 240 VAC 30 amp circuit from Meter bank to disconnect panel on
BASESTATION
f. Outdoor site shall have installation of BASESTATION concrete support pad or suitable steel support
structure with a minimum loading capacity of 6001b. Sq.ft.
g. Indoor site should have adequate environmental control/ventilation. Recommended environmental ranges
are shown in Appendix A of the Tower Gateway Base Station Installation Manual. Although the unit is
capable of operation in extreme temperatures,maintaining a moderate and constant temperature
environment will promote trouble-free service and long life.
h. Site must have all RF,and power connections properly surge arrested to prevent damage in the event of a
major lightning strike. A Halo type building ground installation with a tie available to connect to the rack
ground bar is recommended
Echo Transceiver/Remote Transceiver Responsibilities
HD Supply Waterworks will:
1. Provide mounting brackets for installation.
2. Identify the optimum location to install the Echo Transceiver/Remote Transceiver and communicate those
locations to Customer.
3. Echo Transceiver/Remote Transceiver locations will be identified only after sufficient FlexNet Base Stations and
endpoints have been installed and it is apparent that additional infrastructure in the form of Echo
Transceivers/Remote Transceivers is required to optimize system performance.
4. Install the Echo Transceiver/Remote Transceiver units and ancillary equipment necessary to a
structure.
Customer will:
1. Provide a 120 VAC power source and cable run,in compliance with local code,to the point where each Echo
Transceiver/Remote Transceiver will be installed to supply all necessary power requirements.These boxes
can be installed on top of poles,buildings,etc. For such cable runs, 18 AWG UV and weather resistant power
cable for runs less than 470 ft. and 16 AWG for runs less than 750 ft. are needed.
3. Initiate,coordinate and acquire authorization for installation crews to climb poles,buildings and other
structures necessary to safely affix cable runs as needed for the installation of the Echo Transceivers/Remote
Transceivers.
4. Provide adequate electricity to the Echo Transceiver/Remote Transceiver locations and be responsible for
any and all recurring electricity charges for Echo Transceiver/Remote Transceiver operations.
E-18
5. Be responsible for on-going maintenance and support of the equipment after installation.
SmartPoint Module Installation Responsibilities
HD Supply Waterworks will:
1. Install or hire a qualified installation contractor to install all Endpoints to be used in the AMI System.
2. Be responsible for quality assurance for their personnel and/or an installation contractor as it relates to proper
installation of Endpoints.
3. Visit and troubleshoot Endpoints that are not reporting into the system. Investigate any non-reporting
Endpoints to ensure that there are no cut wires, improper installations,improper programming and resolve all
data entry errors in the system.
4. Assign an internal and/or installation contractor auditor to ensure installation work is correct.HD Supply
Waterworks will engage Sensus to train this individual to properly identify and correct any known problems
in the field. This individual will be the primary contact to troubleshoot, identify and correct non reporting
Endpoints and installation errors.
5. Once the installer has completed troubleshooting of installation issues,HD Supply Waterworks will engage
Sensus to investigate the remaining Endpoints to identify and fix any coverage issues.
6. Coordinate with Sensus to establish the Endpoints installation schedule, shipment quantities,and overall
project timeline.
Client will:
1. Purchase Endpoints. "Endpoint', in this Exhibit only,means a Sensus meter or a Sensus SmartPoint Module
installed on a third party meter.
Miscellaneous Responsibilities
Client will:
1. Be responsible for the payment of any taxes,renewal,regulatory or license fees associated with the network
hardware and software.
2. Be responsible for applying for and purchasing any needed work permits.
E-19
Appendix B
Service Contract
Reserved
E-20
APPENDIX C
CONCERNING A FINANCING CONTRACT
(Reserved)
E-21
Appendix D
WARRANTY
The warranties on water meters included in Project Materials and Supplies,and on Work,and Services shall be as
follows:
1. Project Materials and Supplies.
(a) General. Meters and equipment included in Project Materials and Supplies that Client purchases
from HD Supply Waterworks are warranted by the manufacturer to be free from Manufacturers' Defects for the period
specified in the manufacturer's warranty. A copy of the present warranty of each water meter manufacturer that will supply
meters and equipment as part of the Project Materials and Supplies is attached hereto as Exhibit D-1. The term of such
manufacturer's warranty shall be as set forth in such attached warranty(as the same may be changed from time to time
during the course of the performance of the Master Agreement,but with changes to apply only to purchases of meters
occurring after the change becomes effective),but generally the start date for meter warranties is the date of the
manufacturer's shipment of such meter as noted in the applicable Acceptance Certificate attached to this Agreement as
Exhibit A-2("Manufacturer's Warranty Period"). PROJECT MATERIALS AND SUPPLIES OTHER THAN METERS
and EQUIPMENT ARE NOT WARRANTED. HD SUPPLY WATERWORKS DOES NOT PROVIDE ANY
SEPARATE WARRANTY FOR PROJECT MATERIALS AND SUPPLIES.
(b) HD Supply Waterworks' Responsibility. Upon any breach of the manufacturer's warranty on a
meter or equipment noticed to HD Supply Waterworks during the applicable Manufacturer's Warranty Period,HD Supply
Waterworks' sole responsibility shall be to cooperate with Client in arranging for the manufacturer to repair or replace any
defective meter or equipment.
2. Installation Work and Services.
(a) General. HD Supply Waterworks warrants that all installation Work and Services provided by
HD Supply Waterworks shall be performed by HD Supply Waterworks in a workmanlike manner and in compliance with
any specifications set forth in this Agreement, with such warranty to expire one year from the date when such installation
Work was performed or such Services were provided(the"Warranty Period").
(b) Exclusive Remedy. Upon any breach of HD Supply Waterworks' warranty as to installation
Work or Services during the applicable Warranty Period, HD Supply Waterworks' sole responsibility shall be to perform
any corrective installation Work or Services necessary to bring HD Supply Waterworks' installation Work and Services
into compliance with such requirements.
3. DISCLAIMER OF FURTHER WARRANTIES. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY,
HD SUPPLY WATERWORKS DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING ALL
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO
EVENT SHALL HD SUPPLY WATERWORKS BE LIABLE FOR ANY INDIRECT,INCIDENTAL,SPECIAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND.
E-22
Exhibit D-1
Manufacturers' Warranties
Attached to this Exhibit D-1 are the manufacturers' warranties for each of the manufacturers of Project Materials.
E-23
Sensus Limited Warranty G-500 R21
I.General Product Coverage X.Sensus accuMAG"Motors...
Sensus USA Inc.("Sensus")warrants its products and parts to be free from defects in are warranted to be free from defects in material and workmanship,under normal use and
material and workmanship for one(1)year from the date of Sensus shipment and as set service, for 18 months from the date of Sensus shipment or 12 months from startup,
forth below. All products are sold to customer("Customer")pursuant to Sensus'Terms whichever occurs first.
of Sale,available at:sensus.com/TC("Terms of Sale").
XI.Sensus Registers...
II.SR II®and accuSTREAM'"5/8",314"&1"Meters... are warranted to be free from defects in material and workmanship from the date of Sensus
are warranted to perform to AWWA New Meter Accuracy Standards for five(5)years shipment for the periods stated below or until the applicable registration for AWWA
from the date of Sensus shipment or until the registration shown below, whichever Repaired Meter Accuracy Standards,as set forth above,are surpassed,whichever occurs
occurs first. Sensus further warrants that the SR II and accuSTREAM meters will first:
perform to at least AWWA Repaired Meter Accuracy Standards for fifteen (15)years
from the date of Sensus shipment or until the registration shown below, whichever 5/8"thru 2"SR,SR 11,PMM,accuSTREAM Standard Registers 25 years
occurs first: 5/8"thru 2"SR,SR II,PMM,accuSTREAM Encoder Registers 10 years
New Meter Accuracy Repair Meter Accuracy Electronic Communication Index(ECI) 10 years
5/8"SR II Meter and All HSPU,IMP Contactor,R.E.R.Elec.ROFI 1 year
accuSTREAM Meter 500,000 gallons 1,500,000 gallons
Standard and Encoder Registers for."W"Turbo and Propeller Meters 1 year
3/4"SR II Meter and 750,000 gallons 2,250,000 gallons OMNI Register with Battery 10 years
accuSTREAM Meter
1"SR 11 Meter and XII.Sensus Electric Meters...
accuSTREAM Meter 1,000,000 gallons 3,000,000 gallons
are warranted to be free from defects in material and workmanship for one(1)year from
III.SR®SIS",3l4"&1"Meters... the date of Sensus shipment. Spare parts and components are warranted to be free from
defects in material and workmanship for one(1)year from the date of Sensus shipment.
are warranted to perform to AWWA New Meter Accuracy Standards for one(1)year
from the date of Sensus shipment.Sensus further warrants that the 5/8",3/4"and 1"SR Repaired or refurbished equipment repaired by Sensus is warranted to be free from defects
meter will perform to at least AWWA Repaired Meter Accuracy Standards for fifteen(15) in material and workmanship for ninety(90)days from the date of Sensus shipment or for
years from the date of Sensus shipment or until the registration shown below,whichever the time remaining on the original warranty period,whichever is longer.
occurs first: XIII.Batteries,iPERL System Components,AMR and FlexNetTM System AMI Interface
Repair Meter Accuracy Devices...
5/8"SR Meter 1,500,000 gallons are warranted to be free from defects in material and workmanship from the date of Sensus
3/4"SR Meter 2,250,000 gallons shipment for the period stated below:
1"SR Meter 3,000,000 gallons Electronic TouchPad 10 years
IV.SR 1-1/2"&2"... RadioRead®MXU(Model 505C,51 OR or 520R)and Batteries 20 years'
are warranted to perform to AWWA New Meter Accuracy Standards for one (1)year Act-Pak®Instrumentation 1 year
from the date of Sensus shipment. Sensus further warrants that the 1-1/2"and 2"SR TouchReado Coupler and AMR Equipment 1 year
meter will perform to at least AWWA Repaired Meter Accuracy Standards for ten(10) FlexNet Water or Gas SmartPoint-Modules and Batteries 20 years'
years from the date of Sensus shipment or until the registration shown below,whichever
occurs first: 5500 series(or older)Hand Held Device 1 year
6500 series Hand Held Device 2 years
Repair Meter Accuracy Vehicle Gateway Base Station 1 year
1-1/2"SR 5,000,000 gallons FlexNet Base Station(including the Metro and M400 base stations) 1 year
2"SR 8,000,000 gallons Echo Transceiver 1 year
V.PMM®518",3/4",1"Meters... Remote Transceiver 1 year
are warranted to perform to AWWA New Meter Accuracy Standards for one (1)year iConA and FlexNet Electricity SmartPoint Module 1 year
from the date of Sensus shipment. Sensus further warrants that the 5/8",3/4",and 1" iPERL System Battery and iPERL System Components 20 years'
PMM meter will perform to at least AWWA Repaired Meter Accuracy Standards for Residential Electronic Register 20 years'
fifteen (15) years from the date of Sensus shipment or until the registration shown
below,whichever occurs first: Smart Gateway 1 year
Repair Meter Accuracy Sensus will repair or replace non-performing:
5/8"PMM 1,500,000 gallons
3/4"PMM 2,000,000 gallons •RadioRead®MXU(Model 505C,510R and 520R)and Batteries,
1"PMM 3,000,000 gallons FlexNet Water or Gas SmartPoint Modules (configured to the factory setting of six
transmissions per day under normal system operation of up to one demand read to each
VI.PMM 1-1/2",2"Meters... SmartPoint Module per month and up to two firmware downloads during the life of the
product)and batteries,
are warranted to perform to AWWA New Meter Accuracy Standards for one (1)year .Residential Electronic Register with hourly reads,and
from the date of Sensus shipment.Sensus further warrants that the 1-1/2",and 2"PMM
meter will perform to at least AWWA Repaired Meter Accuracy Standards for ten(10) iPERL System Batteries,and/or the iPERL System flowtube,the flow sensing and data
years from the date of Sensus shipment or until the registration shown below,whichever processing assemblies, and the register ("iPERL System Components") with hourly
occurs first: reads
Repair Meter Accuracy at no cost for the first ten (10) years from the date of Sensus shipment, and for the
1-112"PMM 5,000,000 gallons remaining ten (10)years, at a prorated percentage, applied towards the published list
prices in effect for the year product is accepted by Sensus under warranty conditions
2"PMM 8,000,000 gallons according to the following schedule:
VII.iPERL'"Water Management Systems... Years Replacement Price Years Replacement Price
that register water flow are warranted to perform to the accuracy levels set forth in the 1-10 0% 16 55%
iPERL Water Management System Data Sheet available at sensus.com/iperl/datasheet 11 30% 17 60%
or by request from 1-800-METER-IT, for twenty(20)years from the date of Sensus 12 35% 18 65%
shipment. The iPERL System warranty does not include the external housing. 13 40°% 19 70%
VIII.Maincase... 14 45% 20 75%
of the SR,SR II and PMM in both standard and low lead alloy meters are warranted to 15 50% >20 100%
be free from defects in material and workmanship for twenty-five(25)years from the
date of Sensus shipment.Composite and E-coated maincases will be free from defects Note:Software supplied and licensed by Sensus is warranted according to the terms of the
in material and workmanship for fifteen(15)years from the date of Sensus shipment. applicable software license agreement. Sensus warrants that network and monitoring
services shall be performed in a professional and workmanlike manner.
IX.Sensus"W"Series Turbo Meters,OMNI"Meters and Propeller Meters...
XIV.Return...
are warranted to perform to AWWA New Meter Accuracy Standards for one(1)year
from the date of Sensus shipment. Sensus'obligation,and Customer's exclusive remedy,under this Sensus Limited Warranty
is,at Sensus'option,to either(i)repair or replace the product,provided the Customer(a)
8601 Six Forks Road,Suite 700
Raleigh,NC 27615 5 C^s u s
1-800-638-3748 G 1
returns the product to the location designated by Sensus within the warranty period;and REMOVING GOODS. "END USER" MEANS ANY END USER OF
(b)prepays the freight costs both to and from such location;or(ii)deliver replacement ELECTRICITY/WATER/GAS THAT PAYS CUSTOMER FOR THE CONSUMPTION OF
components to the Customer, provided the Customer installs, at its cost, such ELECTRICITY/WATER/GAS,AS APPLICABLE.
components in or on the product(as instructed by Sensus), provided,that if Sensus
requests,the Customer(a)returns the product to the location designated by Sensus The limitations on liability set forth in this Agreement are fundamental inducements to
within the warranty period; and (b)prepays the freight costs both to and from such Sensus entering into this Agreement.They apply unconditionally and in all respects. They
location. In all cases, if Customer does not return the product within the time period are to be interpreted broadly so as to give Sensus the maximum protection permitted under
designated by Sensus,Sensus will invoice,and Customer will pay within thirty days of law.
the invoice date,for the cost of the replacement product and/or components.
To the maximum extent permitted by law, no Cause of Action may be instituted by
The return of products for warranty claims must follow Sensus' Returned Materials Customer against Sensus more than TWELVE(12)MONTHS after the Cause of Action first
Authorization (RMA)procedures. Water meter returns must include documentation of arose. In the calculation of any damages in any Cause of Action,no damages incurred
the Customer's test results. Test results must be obtained according to AWWA more than TWELVE (12) MONTHS prior to the filing of the Cause of Action shall be
standards and must specify the meter serial number. The test results will not be valid if recoverable.
the meter is found to contain foreign materials. If Customer chooses not to test a
Sensus water meter prior to returning it to Sensus, Sensus will repair or replace the
meter,at Sensus'option,after the meter has been tested by Sensus.The Customer will
be charged Sensus'then current testing fee.Sensus SmartPoints modules and MXU's
returned must be affixed with a completed return evaluation label. For all returns,
Sensus reserves the right to request meter reading records by serial number to validate
warranty claims.
For products that have become discontinued or obsolete("Obsolete Product"),Sensus
may, at its discretion, replace such Obsolete Product with a different product model
("New Product"),provided that the New Product has substantially similar features as the
Obsolete Product. The New Product shall be warranted as set forth in this Sensus
Limited Warranty.
THIS SECTION XIV SETS FORTH CUSTOMER'S SOLE REMEDY FOR THE FAILURE
OF THE PRODUCTS, SERVICES OR LICENSED SOFTWARE TO CONFORM TO
THEIR RESPECTIVE WARRANTIES.
XV.Warranty Exceptions and No Implied Warranties...
This Sensus Limited Warranty does not include costs for removal or installation of
products,or costs for replacement labor or materials,which are the responsibility of the
Customer. The warranties in this Sensus Limited Warranty do not apply to goods that
have been: installed improperly or in non-recommended installations; installed to a
socket that is not functional,or is not in safe operating condition,or is damaged,or is in
need of repair; tampered with,modified or repaired with parts or assemblies not certified
in writing by Sensus,including without limitation,communication parts and assemblies;
improperly modified or repaired (including as a result of modifications required by
Sensus);converted;altered;damaged;read by equipment not approved by Sensus;for
water meters,used with substances other than water,used with non-potable water,or
used with water that contains dirt, debris, deposits, or other impurities; subjected to
misuse, improper storage,improper care,improper maintenance,or improper periodic
testing (collectively, "Exceptions."). If Sensus identifies any Exceptions during
examination,troubleshooting or performing any type of support on behalf of Customer,
then Customer shall pay for and/or reimburse Sensus for all expenses incurred by
Sensus in examining, troubleshooting, performing support activities, repairing or
replacing any Equipment that satisfies any of the Exceptions defined above. The above
warranties do not apply in the event of Force Majeure,as defined in the Terms of Sale.
THE WARRANTIES SET FORTH IN THIS SENSUS LIMITED WARRANTY ARE THE
ONLY WARRANTIES GIVEN WITH RESPECT TO THE GOODS, SOFTWARE
LICENSES AND SERVICES SOLD OR OTHERWISE PROVIDED BY SENSUS.
SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS,
WARRANTIES, CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR
OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THIS SENSUS
LIMITED WARRANTY OR WITH THE TERMS OF SALE, INCLUDING WITHOUT
LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY,NON-INFRINGEMENT AND TITLE.
SENSUS ASSUMES NO LIABILITY FOR COSTS OR EXPENSES ASSOCIATED
WITH LOST REVENUE OR WITH THE REMOVAL OR INSTALLATION OF
EQUIPMENT. THE FOREGOING REMEDIES ARE CUSTOMER'S SOLE AND
EXCLUSIVE REMEDIES FOR THE FAILURE OF EQUIPMENT, LICENSED
SOFTWARE OR SERVICES TO CONFORM TO THEIR RESPECTIVE WARRANTIES.
XVI.Limitation of Liability...
SENSUS'AGGREGATE LIABILITY IN ANY AND ALL CAUSES OF ACTION ARISING
UNDER, OUT OF OR IN RELATION TO THIS AGREEMENT, ITS NEGOTIATION,
PERFORMANCE, BREACH OR TERMINATION (COLLECTIVELY "CAUSES OF
ACTION") SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO
SENSUS UNDER THIS AGREEMENT. THIS IS SO WHETHER THE CAUSES OF
ACTION ARE IN TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR
STRICT LIABILITY,IN CONTRACT,UNDER STATUTE OR OTHERWISE.
AS A SEPARATE AND INDEPENDENT LIMITATION ON LIABILITY, SENSUS'
LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES. SENSUS SHALL NOT BE
LIABLE FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES; NOR(11)ANY REVENUE OR PROFITS LOST BY CUSTOMER OR ITS
AFFILIATES FROM ANY END USER(S),IRRESPECTIVE OF WHETHER SUCH LOST
REVENUE OR PROFITS IS CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE;
NOR (III) ANY IN/OUT COSTS; NOR (IV) MANUAL METER READ COSTS AND
EXPENSES; NOR(V)DAMAGES ARISING FROM MAINCASE OR BOTTOM PLATE
BREAKAGE CAUSED BY FREEZING TERMPERATURES, WATER HAMMER
CONDITIONS,OR EXCESSIVE WATER PRESSURE. "IN/OUT COSTS"MEANS ANY
COSTS AND EXPENSES INCURRED BY CUSTOMER IN TRANSPORTING GOODS
BETWEEN ITS WAREHOUSE AND ITS END USER'S PREMISES AND ANY COSTS
AND EXPENSES INCURRED BY CUSTOMER IN INSTALLING,UNINSTALLING AND
8601 Six Forks Road,Suite 700
Raleigh,NC 27615 S C^s u s
1-800-638-3748 c, 1
EXHIBIT B
(I NS UR A N C E R E Q UI R EME N T S)
Certificates of Insurance shall be presented to the Village upon execution of this contract and vendor shall not
commence work until it provides and receives acceptance of insurance certificates from the Village as required by this
exhibit.
Each contractor performing any work pursuant to a contract with the Village of Oak Brook and each permittee working
under a permit as required pursuant to the provisions of Title 1 of Chapter 8 of the Code of Ordinances of the Village of
Oak Brook (hereinafter referred to as "Insured") shall be required to carry such insurance as specified herein. Such
contractor and permittee shall procure and maintain for the duration of the contract or permit insurance against claims
for injuries to persons or damages to property which may arise from or in connection with the performance of the work
under the contract or permit, either by the contractor, permittee, or their agents, representatives, employees or
subcontractors.
A contractor or permittee shall maintain insurance with limits no less than:
A. General Liability - $2,000,000 combined single limit per occurrence for bodily injury, personal injury and
property damage;
B. Automobile Liability(if applicable) - $1,000,000 combined single limit per accident for bodily injury and property
damage;
C. Worker's Compensation and Employer's Liability -Worker's Compensation limits as required by the Labor Code
of the State of Illinois and Employer's Liability limits of$1,000,000 per accident.
Any deductibles or self-insured retention must be declared to and approved by the Village. At the option of the Village,
either the insurer shall reduce or eliminate such deductible or self-insured retention as respects the Village, its officers,
officials, employees and volunteers; or the Insured shall procure a bond guaranteeing payment of losses and related
investigations, claim administration and defense expenses to the extent of such deductible or self-insured retention.
The policies shall contain,or be endorsed to contain,the following provisions:
D. General Liability and Automobile Liability Coverage-
(1)The Village, its officers, officials, employees and volunteers are to be covered as additional insureds as
respects: liability arising out of activities performed by or on behalf of the Insured; premises owned,
occupied or used by the Insured. The coverage shall contain no special limitations on the scope of
protection afforded to the Village,its officers,officials,employees,volunteers,or agents.
(2)The Insured's insurance coverage shall be primary insurance as respects the Village, its officers, officials,
employees,volunteers and agents. Any insurance or self-insurance maintained by the Village,its officers,
officials, employees, volunteers or agents shall be in excess of the Insured's insurance and shall not
contribute with it.
(3)Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Village,
its officers,officials,employees,volunteers or agents.
WThe Insured's insurance shall apply separately to each covered party against whom claim is made or suit is
brought except with respect to the limits of the insurer's liability.
E. Worker's Compensation and Employer's Liability Coverage
The policy shall waive all rights of subrogation against the Village, its officers, officials, employees,
volunteers and agents for losses arising from work performed by the insured for the Village.
Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled by either
party, reduced in coverage or in limits except after thirty(30)days prior written notice by certified mail has been given
to the Village. Each insurance policy shall name the Village, its officers, officials and employees, volunteers and
agents as additional Insureds. Insurance is to be placed with insurers with a Best's rating of no less than A:VII.
6
i
Each Insured shall furnish the Village with certificates of insurance and with original endorsements effecting
coverage required by this provision. The certificate and endorsements for each insurance policy are to be signed by a
person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms
approved by the Village and shall be subject to approval by the Village Attorney before work commences. The Village
reserves the right to require complete,certified copies of all required insurance policies,at any time.
Each insured shall include all subcontractors as insureds under its policies or shall furnish separate certificates and
endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
7
1�,�s TM
: = Document A312 - 2010
Performance Bond Bond No.800031986
CONTRACTOR: SURETY:
(Name, legal status and address) (Name, legal status and principal place
HD SUPPLY WATERWORKS,LTD. of business)
220 S.Westgate Drive
Carol Stream, IL 60188 ATLANTIC SPECIALTY INSURANCE
COMPANY This document has important legal
605 Highway 169 North consequences.Consultation with
OWNER: Plymouth, MN 55441 an attorney is encouraged with
(Name, legal status and address) respect to its completion or
VILLAGE OF OAK BROOK modification.
1200 Oak Brook Road Any singular reference to
Oak Brook, IL 60523 Contractor,Surety,Owner or
other party shall be considered
CONSTRUCTION CONTRACT plural where applicable.
Date: 8/8/17 AIA Document A312-2010
Two Million Six Hundred Eighty Nine Thousand Nine Hundred Eighty Five and combines two separate bonds,a
Amount:00/100 Dollars Performance Bond and a
($2,689,985.00) Payment Bond,into one form.
Description: This is not a single combined
(Name and location) Performance and Payment Bond.
Acquisition of a Fixed Automatic Water Meter Reading System and Meter Replacement Program
BOND
Date: 8/14/17
(Not earlier than Construction Contract Date)
Two Million Six Hundred Eighty Nine Thousand Nine Hundred Eighty Five and 00/100 Dollars
Amount:($2,689,985.00)
Modifications to this Bond: ®None ❑ See Section 16
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corporate Seal) Company: (Corporate Seal)
HD SUPPLY WATERWORKS,LTD. ATLANTIC SPECIALTY INSURANCE COMPANY
Signature: Q�'I�J/ Signature:
Name a Owens,Attorney in Fact Name: g ,Attorney-in-Fact
and Title: and Title:
(Any additional signatures appear on the last page of this Performance Bond.)
(FOR INFORMATION ONLY—Name, address and telephone)
AGENT or BROKER: OWNER'S REPRESENTATIVE:
Aon Risk Services Central, Inc. (Architect,Engineer or other party:)
One Liberty Place, 1650 Market Street
Philadelphia, PA 19103
215-255-2000
AIA Document A312°"—2010.The American Institute of Architects.
1
§1 The Contractor and Surety,jointly and severally,bind themselves,their heirs,executors,administrators,successors
and assigns to the Owner for the performance of the Construction Contract,which is incorporated herein by reference.
§2 If the Contractor performs the Construction Contract,the Surety and the Contractor shall have no obligation under
this Bond,except when applicable to participate in a conference as provided in Section 3.
§3 If there is no Owner Default under the Construction Contract,the Surety's obligation ureter this Bond shall arise
after
.1 the Owner fast provides notice to the Contractor and the Surety that the Owner is considering declaring
a Contractor Default.Such notice shall indicate whether the Owner is requesting a conference among
the Owner,Contractor and Surety to discuss the Contractor's performance.If the Owner does not
request a conference,the Surety may,within five(5)business days after receipt of the Owner's notice,
request such a conference.If the Surety timely requests a conference,the Owner shall attend.Unless
the Owner agrees otherwise,any conference requested under this Section 3.1 shall be held within ten
(10)business days of the Surety's receipt of the Owner's notice.If the Owner,the Contractor and the
Surety agree,the Contractor shall be allowed a reasonable time to perform the Construction Contract,
but such an agreement shall not waive the Owner's right,if any,subsequently to declare a Contractor
Default;
.2 the Owner declares a Contractor Default,terminates the Construction Contract and notifies the Surety;
and
.3 the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the
Construction Contract to the Surety or to a contractor selected to perform the Construction Contract.
§4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure
to comply with a condition precedent to the Surety's obligations,or release the Surety from its obligations,except to
the extent the Surety demonstrates actual prejudice.
§5 When the Owner has satisfied the conditions of Section 3,the Surety shall promptly and at the Surety's expense
take one of the following actions:
§5.1 Arrange for the Contractor,with the consent of the Owner,to perform and complete the Construction Contract;
§5.2 Undertake to perform and complete the Construction Contract itself,through its agents or independent
contractors;
§5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for
performance and completion of the Construction Contract,arrange for a contract to be prepared for execution by the
Owner and a contractor selected with the Owner's concurrence,to be secured with performance and payment bonds
executed by a qualified surety equivalent to the bonds issued on the Construction Contract,and pay to the Owner the
amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as
a result of the Contractor Default;or
§5.4 Waive its right to perform and complete,arrange for completion,or obtain a new contractor and with reasonable
promptness under the circumstances:
.1 After investigation,determine the amount for which it may be liable to the Owner and,as soon as
practicable after the amount is determined,make payment to the Owner;or
.2 Derry liability in whole or in part and notify the Owner,citing the reasons for denial.
§6 If the Surety does not proceed as provided in Section 5 with reasonable promptness,the Surety shall be deemed to
be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety
demanding that the Surety perform its obligations under this Bond,and the Owner shall be entitled to enforce any
remedy available to the Owner.If the Surety proceeds as provided in Section 5.4,and the Owner refuses the payment
or the Surety has denied liability,in whole or in part,without further notice the Owner shall be entitled to enforce any
remedy available to the Owner.
AIA Document A312m—2010.The American Institute of Archdects.
2
§7 If the Surety elects to act under Section 5.1,5.2 or 5.3,then the responsibilities of the Surety to the Owner shall not
be greater than those of the Contractor under the Construction Contract,and the responsibilities of the Owner to the
Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the
Owner to pay the Balance of the Contract Price,the Surety is obligated,without duplication,for
.1 the responsibilities of the Contractor for correction of defective work and completion of the
Construction Contract;
.2 additional legal,design professional and delay costs resulting from the Contractor's Default,and
resulting from the actions or failure to act of the Surety under Section 5;and
.3 liquidated damages,or if no liquidated damages are specified in the Construction Contract,actual
damages caused by delayed performance or non-performance of the Contractor.
§8 If the Surety elects to act under Section 5.1,5.3 or 5.4,the Surety's liability is limited to the amount of this Bond.
§9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the
Construction Contract,and the Balance of the Contract Price shall not be reduced or set off on account of any such
unrelated obligations.No right of action shall accrue on this Bond to any person or entity other than the Owner or its
heirs,executors,administrators,successors and assigns.
§10 The Surety hereby waives notice of any change,including changes of time,to the Construction Contract or to
related subcontracts,purchase orders and other obligations.
§11 Any proceeding,legal or equitable,under this Bond may be instituted in any court of competent jurisdiction in
the location in which the work or part of the work is located and shall be instituted within two years after a declaration
of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety
refuses or fails to perform its obligations under this Bond,whichever occurs first.If the provisions of this Paragraph
are void or prohibited by law,the minimum period of limitation available to sureties as a defense in the jurisdiction of
the suit shall be applicable.
§12 Notice to the Surety,the Owner or the Contractor shall be mailed or delivered to the address shown on the page
on which their signature appears.
§13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where
the construction was to be performed,any provision in this Bond conflicting with said statutory or legal requirement
shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be
deemed incorporated herein.When so furnished,the intent is that this Bond shall be construed as a statutory bond and
not as a common law bond.
§14 Definitions
§14.1 Balance of the Contract Price.The total amount payable by the Owner to the Contractor under the Construction
Contract after all proper adjustments have been made,including allowance to the Contractor of any amounts received
or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is
entitled,reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction
Contract.
§14.2 Construction Contract.The agreement between the Owner and Contractor identified on the cover page,
including all Contract Documents and changes made to the agreement and the Contract Documents.
§14.3 Contractor Default.Failure of the Contractor,which has not been remedied or waived,to perform or otherwise to
comply with a material term of the Construction Contract.
§14.4 Owner Default Failure of the Owner,which has not been remedied or waived,to pay the Contractor as required
under the Construction Contract or to perform and complete or comply with the other material terms of the
Construction Contract
§14.5 Contract Documents.All the documents that comprise the agreement between the Owner and Contractor.
§15 If this Bond is issued for an agreement between a Contractor and subcontractor,the term Contractor in this Bond
shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor.
AIA Document A312TM—2010.The American Institute of Archde ts.
3
§16 Modifications to this bond are as follows:
(Space is provided below for additional signatures of addedparties, other than those appearing on the cover page)
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corporate Seal) Company: (Corporate Seal)
Signature: Signature:
Name and Title: Name and Title: ,Attorney-in-Fact
Address: Address:
AIA Document A312TM—2010.The American I nsthute of Architects.
4
�.
AIA Document A312 - 2010
Payment Bond Bond No.800031986
CONTRACTOR: SURETY:
(Name, legal status and address) (Name, legal status and principal place
HD SUPPLY WATERWORKS,LTD. of business)
220 S.Westgate Drive
Carol Stream,IL 60188 ATLANTIC SPECIALTY INSURANCE This document has important legal
COMPANY
605 Highway 169 North consequences.Consultation with
OWNER: Plymouth, MN 55441 an attorney is encouraged with
(Name, legal status and address) respect to its completion or modification.
VILLAGE OF OAK BROOK
1200 Oak Brook Road Any singular reference to
Oak Brook, IL 60523 Contractor,Surety,Owner or
other party shall be considered
CONSTRUCTION CONTRACT plural where applicable.
Date:8/8/17 AIA Document A312-2010
combines two separate bonds,a
Amount: Two Million Six Hundred Eighty Nine Thousand Nine Hundred Eighty Five and Performance Bond and a
00/100 Dollars Payment Bond,into one form.
Descripti(,689,985.00) This is not a single combined
(Name and location)
Performance and Payment Bond.
Acquisition of a Fixed Automatic Water Meter Reading System and Meter Replacement Program
BOND
Date: 8/14/17
(Not earlier than Construction Contract Date)
Two Million Six Hundred Eighty Nine Thousand Nine Hundred Eighty Five and 00/100 Dollars
Amount:($2,689,985.00)
Modifications to this Bond: W None ❑ See Section 18
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corporate Seal) Company: (Corporate Seal)
HD SUPPLY WATERWORKS,LTD/.�A ATLANTIC SPECIALTY INSURANCE COMPANY
Signature: Signature:
Name Sar4 wens,Attorney in Fact Name �O"N'
;pWWcVtugh,At rney in- act
and Title: and Title:
(Any additional signatures appear on the last page of this Payment Bond.)
(FOR INFORMATION ONLY—Name, address and telephone)
AGENT or BROKER: OWNER'S REPRESENTATIVE:
Aon Risk Services Central, Inc. (Architect,Engineer or other party.)
One Liberty Place, 1650 Market Street
Philadelphia, PA 19103
215-255-2000
AIA Document A312' -2010.The American Institute of Architects.
5
§1 The Contractor and Surety,jointly and severally,bind themselves,their heirs,executors,administrators,successors
and assigns to the Owner to pay for labor,materials and equipment furnished for use in the performance of the
Construction Contract,which is incorporated herein by reference,subject to the following terms.
§2 If the Contractor promptly makes payment of all sums due to Claimants,and defends,indemnifies and holds
harmless the Owner from claims,demands,liens or suits by any person or entity seeking payment for labor,materials
or equipment furnished for use in the performance of the Construction Contract,then the Surety and the Contractor
shall have no obligation under this Bond.
§3 If there is no Owner Default under the Construction Contract,the Surety's obligation to the Owner under this Bond
shall arise after the Owner has promptly notified the Contractor and the Surety(at the address described in Section 13)
of claims,demands,liens or suits against the Owner or the Owner's property by any person or entity seeking payment
for labor,materials or equipment furnished for use in the performance of the Construction Contract and tendered
defense of such claims,demands,liens or suits to the Contractor and the Surety.
§4 When the Owner has satisfied the conditions in Section 3,the Surety shall promptly and at the Surety's expense
defend,indemnify and hold harmless the Owner against a duly tendered claim,demand,lien or suit.
§5 The Surety's obligations to a Claimant under this Bond shall arise after the following:
§5.1 Claimants,who do not have a direct contract with the Contractor,
.1 have furnished a written notice of non-payment to the Contractor,stating with substantial accuracy the
amount claimed and the name of the party to whom the materials were,or equipment was,furnished or
supplied or for whom the labor was done or performed,within ninety(90)days after having last
performed labor or last furnished materials or equipment included in the Claim;and
.2 have sent a Claim to the Surety(at the address described in Section 13).
§5.2 Claimants,who are employed by or have a direct contract with the Contractor,have sent a Claim to the Surety(at
the address described in Section 13).
§6 If a notice of non-payment required by Section 5.1.1 is given by the Owner to the Contractor,that is sufficient to
satisfy a Claimant's obligation to furnish a written notice of non-payment under Section 5.1.1.
§7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2,whichever is applicable,the Surety shall
promptly and at the Surety's expense take the following actions:
§7.1 Send an answer to the Claimant,with a copy to the Owner,within sixty(60)days after receipt of the Claim,
stating the amounts that are undisputed and the basis for challenging any amounts that are disputed;and
§7.2 Pay or arrange for payment of any undisputed amounts.
§7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to
constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim,except as to undisputed
amounts for which the Surety and Claimant have reached agreement. If,however,the Surety fails to discharge its
obligations under Section 7.1 or Section 7.2,the Surety shall indemnify the Claimant for the reasonable attorney's
fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant.
§8 The Surety's total obligation shall not exceed the amount of this Bond,plus the amount of reasonable attorney's
fees provided under Section 7.3,and the amount of this Bond shall be credited for any payments made in good faith
by the Surety.
§9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance
of the Construction Contract and to satisfy claims,if any,under any construction performance bond.By the
Contractor furnishing and the Owner accepting this Bond,they agree that all funds earned by the Contractor in the
performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this
Bond,subject to the Owner's priority to use the funds for the completion of the worm.
AIA Document A312m—2010.The American Institute of Architects.
6
§10 The Surety shall not be liable to the Owner,Claimants or others for obligations of the Contractor that are
unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any
Claimant under this Bond,and shall have under this Bond no obligation to make payments to,or give notice on behalf
of,Claimants or otherwise have any obligations to Claimants under this Bond.
§11 The Surety hereby waives notice of any change,including changes of time,to the Construction Contract or to
related subcontracts,purchase orders and other obligations.
§12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent
jurisdiction in the state in which the project that is the subject of the Constriction Contract is located or after the
expiration of one year from the date(1)on which the Claimant sent a Claim to the Surety pursuant to
Section 5.1.2 or 5.2,or(2)on which the last labor or service was performed by anyone or the last materials or
equipment were furnished by anyone under the Construction Contract,whichever of(1)or(2)first occurs.If the
provisions of this Paragraph are void or prolubited by law,the minimum period of limitation available to sureties as a
defense in the jurisdiction of the suit shall be applicable.
§13 Notice and Claims to the Surety,the Owner or the Contractor shall be mailed or delivered to the address shown
on the page on which their signature appears.Actual receipt of notice or Claims,however accomplished,shall be
sufficient compliance as of the date received.
§14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where
the construction was to be performed,any provision in this Bond conflicting with said statutory or legal requirement
shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be
deemed incorporated herein. When so furnished,the intent is that this Bond shall be construed as a statutory bond and
not as a common law bond.
§15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond,the Contractor and
Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made.
§16 Definitions
§16.1 Claim.A written statement by the Claimant including at a minimum:
.1 the name of the Claimant;
.2 the name of the person for whom the labor was done,or materials or equipment furnished;
.3 a copy of the agreement or purchase order pursuant to which labor,materials or equipment was
furnished for use in the performance of the Construction Contract;
.4 a brief description of the labor,materials or equipment furnished;
.5 the date on which the Claimant last performed labor or last furnished materials or equipment for use in
the performance of the Construction Contract;
.6 the total amount earned by the Claimant for labor,materials or equipment furnished as of the date of
the Claim;
.7 the total amount of previous payments received by the Claimant;and
.8 the total amount due and unpaid to the Claimant for labor,materials or equipment furnished as of the
date of the Claim
§16.2 Claimant.An individual or entity having a direct contract with the Contractor or with a subcontractor of the
Contractor to furnish labor,materials or equipment for use in the performance of the Construction Contract.The term
Claimant also includes arty individual or entity that has rightfully asserted a claim under an applicable mechanic's lien
or similar statute against the real property upon which the Project is located.The intent of this Bond shall be to
include without limitation in the terms"labor,materials or equipment''that part of water,gas,power,light,heat,oil,
gasoline,telephone service or rental equipment used in the Construction Contract,architectural and engineering
services required for performance of the work of the Contractor and the Contractor's subcontractors,and all other
items for which a mechanic's lien may be asserted in the jurisdiction where the labor,materials or equipment were
furnished.
§16.3 Construction Contract The agreement between the Owner and Contractor identified on the cover page,
including all Contract Documents and all changes made to the agreement and the Contract Documents.
AIA Document A312TM—2010.The American Institute of Archftects.
7
§16.4 Owner Default.Failure of the Owner,which has not been remedied or waived,to pay the Contractor as required
under the Construction Contract or to perform and complete or comply with the other material terms of the
Construction Contract.
§16.5 Contract Documents.All the documents that comprise the agreement between the Owner and Contractor.
§17 If this Bond is issued for an agreement between a Contractor and subcontractor,the term Contractor in this Bond
shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor.
§18 Modifications to this bond are as follows:
(Space is provided below for additional signatures of added parties, other than those appearing on the cover page)
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corporate Seal) Company: (Corporate Seal)
Signature: Signature:
Name and Title: Name and Title: ,Attorney-in-Fact
Address: Address:
AIA Document A312TM—2010.The American Institute of Architects.
8
0
LIMITED POWER OF ATTORNEY
The undersigned, HD Supply Waterworks, Ltd., a Florida limited partnership (the "Company"), hereby
designates Susan Welsh,KeAna Conrad, Cynthia Farrell, Frances Rodriguez,Camille Cruz, Sara Owens,Melissa
Fortier, Elizabeth Sterling, Jennifer Jakaitis, Marina Tapia, Marisa Thielen and Wayne McVaugh of Aon
Corporation as its attorneys in fact(referred to individually or collectively as"the Agent")on the following terms
and conditions:
1. Authority to Act.The Agent is authorized to act for the Company under this Power of Attorney.
2. Powers of Agent. The Agent shall have the full power and authority to execute and deliver surety,
performance, bid and payment bonds (collectively, `Bonds") in an amount not to exceed $10,000,000.00 per
Bond,upon receipt by the Agent of a written request for a Bond from an individual or individuals at the Company
or its subsidiaries duly authorized to make such a request.
3. Reliance by Third Parties. Third parties may rely upon the representations of the Agent as to all matters
regarding powers granted to the Agent.No person who acts in reliance on the representations of the Agent or the
authority granted under this Power of Attorney shall incur any liability to the Company for permitting the Agent
to exercise any power prior to actual knowledge that the Power of Attorney has been revoked or terminated by
operation of law or otherwise.
4. Indemnification of ALyent. No agent named or substituted in this power shall incur any liability to the
Company for acting or refraining from acting under this power, except for such agent's own misconduct or
negligence.
5. Original Counterparts. Photocopies of this signed Power of Attorney shall be treated as original
counterparts.
6. Compensation. The Agent shall be reimbursed for reasonable expenses incurred while acting as Agent
and may receive reasonable compensation for acting as Agent.
Dated:August 1 2017
Name:H (A V K W1 rk Q W,�k-1
Signed in the presence of:
Subscribed and swom to before me on A11r, D
t ess ��U/ :I;'
Notary ylublic,[County/State].��,_�,a�•� /L�f/J
13 QAA � My commissioA R�pires:
Witness ` ',N�.•``��,��w sy
(SEA4 ....r...F(j
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OutsCOUaty
terX.• O ry0
�'0 ii�lF OF pH�SS��``�,o�
S.4/11111 100
rDirectors e Beacon Power of Attorney
SURANCE GROUP
ALL MEN BY TH ESE PRESENTS,that ATLANTIC SPECIALTY INSURANCE COMPANY,a New York corporation with its principal office in Plymouth,
ta,does hereby constitute and appoint: Marina Tapia,Elizabeth Marrero,Maureen McNeill,Wayne McVaugh,Colleen Locher,Jaquanda Long,Sara Owens,
A.Rambo,Kimberly G.Sherrod,each individually if there be more than one named,its true and lawful Attorney-in-Fact,to make,execute,seal and deliver,for and
half as surety,any and all bonds,recognizances,contracts of indemnity,and all other writings obligatory in the nature thereof,provided that no bond or undertaking
d under this authority shall exceed in amount the sum o£sixty million dollars($60,000,000)and the execution of such bonds,recognizances,contracts of indemnity,
ther writings obligatory in the nature thereof in pursuance of these presents,shall be as binding upon said Company as if they had been fully signed by an authorized
f the Company and sealed with the Company seal. This Power of Attorney is made and executed by authority of the following resolutions adopted by the Board of
s of ATLANTIC SPECIALTY INSURANCE COMPANY on the twenty-fifth day of September,2012:
Resolved: That the President,any Senior Vice President or Vice-President(each an"Authorized Officer")may execute for and in behalf of the Company any and
all bonds,recognizances,contracts of indemnity,and all other writings obligatory in the nature thereof,and affix the seal of the Company thereto;and that the
Authorized Officer may appoint and authorize an Attorney-in-Fact to execute on behalf of the Company any and all such instruments and to affix the Company
seal thereto;and that the Authorized Officer may at any time remove any such Attomey-in-Fact and revoke all power and authority given to any such Attomey-in-
Fact.
Resolved: That the Attorney-in-Fact maybe given full power and authority to execute for and in the name and on behalf of the Company any and all bonds,
recognizances,contracts of indemnity,and all other writings obligatory in the nature thereof,and any such instrument executed by any such Attomey-in-Fact shall
be as binding upon the Company as if signed and sealed by an Authorized Officer and,further,the Attomey-in-Fact is hereby authorized to verify any affidavit
required to be attached to bonds,recogmzances,contracts of indemnity,and all other writings obligatory in the nature thereof.
This power of attorney is signed and sealed by facsimile under the authority of the following Resolution adopted by the Board of Directors of ATLANTIC SPECIALTY
INSURANCE COMPANY on the twenty-fifth day of September,2012:
Resolved: That the signature of an Authorized Officer,the signature of the Secretary or the Assistant Secretary,and the Company seal maybe affixed by
facsimile to any power of attorney or to any certificate relating thereto appointing an Attomey-in-Fact for purposes only of executing and sealing any bond,
undertaking,recognizance or other written obligation in the nature thereof,and any such signature and seal where so used,being hereby adopted by the Company
as the original signature of such officer and the original seal of the Company,to be valid and binding upon the Company with the same force and effect as though
manually affixed.
IN WITNESS WHEREOF,ATLANTIC SPECIALTY INSURANCE COMPANY has caused these presents to be signed by an Authorized Officer and the seal of the Company
to be affixed this eighth day of December,2014.
�a4rr'GpF�PORglF92� �I�
SEAL '•m"=_ //�;�
.• .1986 0 By
STATE OF MINNESOTA �Fw yo � a�
HENNEPIN COUNTY )r............4, Paul J.Brehm,Senior Vice President
On this eighth day of December,2014,before me personally came Paul J.Brehm,Senior Vice President of ATLANTIC SPECIALTY INSURANCE COMPANY,to me
personally known to be the individual and officer described in and who executed the preceding instrument,and he acknowledged the execution of the same,and being by me
duly sworn,that he is the said officer of the Company aforesaid,and that the seal affixed to the preceding instrument is the seal of said Company and that the said seal and the
signature as such officer was duly affixed and subscribed to the said instrument by the authority and at the direction of the Company.
TARA JANELLE STAFFORD �
NOTARY PUBLIC•MINNESOTA
My Comn�ssion Expires
January 31.2020 Notary Public
I,the undersigned,Assistant Secretary of ATLANTIC SPECIALTY INSURANCE COMPANY,a New York Corporation,do hereby certify that the foregoing power of attorney
is in full force and has not been revoked,and the resolutions set forth above are now in force.
Signed and sealed. Dated /'/ day of�i/®ls s
,'rir'''ORPORgl'9Z
f4. G tr'''•Pn
SEAL 'm=
This Power of Attorney expires =°— 1986 o'
October 1,2017
tx James G.Jordan,Assistant Secretary
. r
OneBeacon
I N S U R A N C E G R O U P
Atlantic Specialty Insurance Company
Period Ended 12131/2016
Dollam displayed in thousands
Admitted Assets Liabilities and Surplus
Investments: Liabilities
Batas $ 1,332,181 Loss Reserves $ 858,022
Preferred Stocks 13,975 Loss Adjustment Expense Reserves 173,522
Common Stocks 373,372 Total Loss&LAE Reserves 831,544
Mortgage Loans - —
Real Estate Unearned Premium Reserve 530,889
Contract Loans Total Reinsurance Liabilities 33,880
Derivatives - Commissions,Other Expenses,and Taxes due 42,891
Cash,Cash Equivalents&Short Tenn Investments 76,102 Cerivathes -
Other Investments 65,538 Payable to Parent,Subs or Affiliates 6,587
Total Cash&Investments 1,861,268 All Other liabilities 162,017
Premiums and Considerations Due 227,219 Total Liabilities 1,807,807
Reinsurance Recoverable 22,429
Receivable from Parent,Subsidiary or Affiliates - Capital and Surplus
All Other Admitted Assets 121,739 Common Capital Stock 9,000
Preferred Capital Stork
Total Admitted Assets 2,232,655 Surplus Notes
Unassigned Surplus 83,301
Other Including Gross Contributed 532,547
Capital&Surplus 624,848
Total Lfabilltfes and C&S 2,232,655
State of Minnesota
County of Hennepin
I, Christopher Jerry, Secretary of Atlantic Specialty Insurance Company do hereby certify
that the foregoing statement is a correct exhibit of the assets and liabilities of the said
OneBeacon Insurance Company, on the 31't day of December,2016, according to the
best of my information, knowledge and belief.
V r
Or / Secretary
Subscribed and sworn to,before me,a Notary Public of the State of Minnesota on this 7t
day of March 2017.
EQ tARAJANEtLE STAFfORD taty Public
NOTARY pUllLlc-M7SOT A
My commission s Jarntary 34,2