HomeMy WebLinkAboutAgreement_General_11/14/2019_Core and MainTM
CGREIZ,
VILLAGE OF TEQUESTA
Master Proj ect Agreement
Core & Main LP
1101 W. 17th Street
Riviera Beach, FL 33404
Table of Contents
Section
Purposeand Scope.............................................................................................................................
1
Definitionsand Terminology.............................................................................................................
2
Term..................................................................................................................................................
3
Core& Main's Responsibilities.........................................................................................................
4
Client's Responsibilities.....................................................................................................................
5
Defaultof Client.................................................................................................................................
6
Defaultof Core & Main.....................................................................................................................
7
Insolvency..........................................................................................................................................
8
Taxes, Permits, and Fees....................................................................................................................
9
Warranty.............................................................................................................................................
10
Indemnity...........................................................................................................................................
11
Safety.................................................................................................................................................
12
Liabilityand Force Majeure...............................................................................................................
13
Insurance............................................................................................................................................
14
HazardousMaterials...........................................................................................................................
15
Cleanup..............................................................................................................................................
16
Delaysand Access..............................................................................................................................
17
Qualityof Materials..........................................................................................................................
18
Reserved............................................................................................................................................
19
LegalGovernance..............................................................................................................................
20
DisputeResolution.............................................................................................................................
21
Attorney's Fees...........:.....................................................................................................................
22
Assignability.....................................................................................................................................
23
Notices..............................................................................................................................................
24
BindingEffect...................................................................................................................................
25
Modifications....................................................................................................................................
26
Severability.......................................................................................................................................
27
Privacy..............................................................................................................................................
28
PublicRecords..................................................................................................................................
29
Appendix A Procurement, Installation and Management Contract
Exhibit A-1 Material Procurement Summary for Installation Contract
Exhibit A-2 Acceptance Certificate
Exhibit A-3 Reserved
Exhibit A-4 Statement of Work
Appendix B Reserved
Appendix C Reserved
Appendix D Warranty
Exhibit D-1 Manufacturers' Warranties
1
CORE :
Master Project Agreement
This Master Project Agreement (as hereinafter defined, this "Aereement') dated as of November 15, 2019, between
Core & Main LP, a Florida limited partnership (as hereinafter defined, "Core & Main"), and The Village of Tequesta, FL (as
hereinafter defined, "Client").
1. Purpose and Scone. The Agreement is a Master Project Agreement to provide certain Work to Client.
Core & Main 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 Core & Main 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 Terminoloey. When used in this Agreement or in any of its attachments, the following
capitalized terms shall have the respective meanings as follows:
"Aereement"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 Tequesta, FL together with its successors.
"Factory Installation Recommendation" shall mean guidelines for installation procedures given by the
manufacturer of the equipment.
"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.
"Core & Main" shall mean Core & Main LP, 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.
2
"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.
" Z' shall mean either Core & Main or Client.
"Project' shall mean the work to be performed by Core & Main 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 Florida in which Client is located.
"Third Patty" shall mean a person or entity other than Client or Core & Main.
"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 Village of Tequesta
Water Service Territory (see Appendix E) as identified in the Sensus propagation study and any other geographic areas
including Client's system that Core & Main, 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 Core & Main's 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. Core & Main's Responsibility. Core & Main 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, Core &
Main 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 Core & Main, 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 Core & Main and its subcontractors, and will have the authority to make decisions on behalf of
Client. Client shall provide to Core & Main 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 Core & Main 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 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, Core & Main will exercise any and all remedies available
to it under this Agreement.
3
7. Default of Core & Main. The following events shall be considered events of default on the part of Core
& Main: (a) failure of Core & Main 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 Core & Main to deliver its Work and Services free
and clear of any lien or encumbrance by any subcontractor, laborer, materialman, or other creditor of Core & Main, (d) any
representation or warranty (other than a warranty as contemplated by Section 10 of this Agreement) provided by Core &
Main proves to be materially false or misleading when made, (e) any material failure of Core & Main 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 Core & Main, 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. Core & Main shall be responsible for obtaining all permits and related permit
fees associated with the Project; however the Client 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. Core & Main shall be responsible for all taxes measured by Core &
Main's income.
10. Warranty. The warranty provided by Core & Main 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 11(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 Core & Main, its employees, and agents.
(b) Core & Main shall indemnify Client and employees against all claims for payment of
subcontractors or materialmen hired by Core & Main for Work relating to the Project. Core & Main and Client agree that
Core & Main is responsible only for damages that result from the intentional misconduct or the negligent act or omission of
Core & Main or its subcontractors.
12. Safety. Core & Main 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. Core & Main 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 Core & Main expected to do its Work are safe sites.
13. Liability and Force Maieure. Core & Main's liability under this Agreement shall not exceed the amounts
paid to Core & Main by Client hereunder. Neither Core & Main nor Client shall be responsible to each other for any indirect,
consequential, incidental, exemplary or special damages resulting in any form from the Project, whether arising out of
warranty, indemnity, tort, contract, or otherwise. Neither Core & Main nor Client shall be responsible to each other for injury,
loss, damage, or delay that arise from Force Majeure. Core & Main shall not be responsible for any equipment or supplies
other than Project Equipment and Supplies.
14. Insurance and Risk.
(a) During the Term of this Agreement Core & Main shall maintain and shall assure that its
subcontractors maintain insurance as follows:
(1) workers' compensation insurance (or self-insurance) in accordance with applicable law;
M
(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, Core & Main 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 Core & Main or its subcontractors as provided in
Section 1 l(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 Core & Main shall be required to perform work that in any way will affect Core
& Main's ability to complete the Project. If Core & Main is made aware or suspects the presence of Hazardous Materials,
Core & Main 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. Cleanuu. Core & Main 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, Core
& Main 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 Core & Main or its
agents from performing work, then Core & Main will notify Client in writing of the existence of delay and the nature of the
delay. Client and Core & Main 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 Core & Main and its subcontractors reasonable and safe access to facilities that are necessary
for Core & Main to complete the Work.
18. Ouality of Materials. Core & Main will use the Project Materials and Supplies specified in Appendix A.
Where brand names and part numbers are specified Core & Main will use the items listed in Appendix A unless specified
items are unavailable or discontinued. In this instance Core & Main will work with Client to choose a substitute. Where
brand names are not specified, Core & Main 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. Core & Main 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. Reserved.
20. INSPECTOR GENERAL: Pursuant to Article XII of the Palm Beach County Charter, the Office
of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other
transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or
investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of
the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements,
require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as
contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement,
misconduct, and abuses.
21. Legal Governance. The laws of the State shall govern this Agreement and the relationship of the Parties
contemplated hereby.
5
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/Endispute, 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, Core & Main 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 CORE & MAIN 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. Neither party may assign, delegate or otherwise transfer this Agreement or any of its
respective rights or obligations hereunder without the other party's 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 Tequesta, FL
345 Tequesta Drive
Tequesta, FL 33469
If to Core & Main: Core & Main LP
1101 W. 171 Street
Riviera Beach, FL 33404
With a copy to: Legal Department
Core & Main LP
1830 Craig Park Court
St. Louis, MO 63146
Ph: (314) 432-4700
Fax: (314) 432-2550
25. Bindin¢ Effect. Each of Client and Core & Main 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 Core & Main 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 Core & Main may be accessed at the following URL:
www.coreandmain.com!Rrivacy-poliU/.
29. Public Records. In accordance with Sec. 119.0701, Florida Statutes, the Contractor must keep and
maintain this Agreement and any other records associated therewith and that are associated with the performance of the work
described in the Proposal or Bid. Upon request from the Village's custodian of public records, the Contractor must provide
the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A Contractor who fails to provide the public
records to the Village, or fails to make them available for inspection or copying, within a reasonable time may be subject to
attorney's fees and costs pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, the Contractor shall ensure that any exempt or confidential records associated with this Agreement or
associated with the performance of the work described in the Proposal or Bid are not disclosed except as authorized by law
for the duration of the Agreement term, and following completion of the Agreement if the Contractor does not transfer the
records to the Village. Finally, upon completion of the Agreement, the Contractor shall transfer, at no cost to the Village, all
public records in possession of the Contractor, or keep and maintain public records required by the Village. If the Contractor
transfers all public records to the Village upon completion of the Agreement, the Contractor shall destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for
retaining public records. Records that are stored electronically must be provided to the Village, upon request from the
Village's custodian of public records, in a format that is compatible with the Village's information technology systems.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE,
AT (561) 768-0685, OR AT Imcwilliams(&teguesta.ore, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.
"CORE & MAIN"
CORE & MAIN LP
By v
Printed Name:
Printed Title Or,*
"CLIENT"
VILLAGE OF TEQUESTA
7
Printed Na,:
ftinted Title
u,._.
Appendix A
Procurement, Installation, and Management Contract
Provider: Core & Main LP ("Core & Main")
Client: The Village of Tequesta, FL
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 AMI 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 AMI-capable system that will meet or exceed the Factory Installation Recommendations.
1. Supply 1485 water meters of various sizes.
2. Supply 2,411 Smartpoint Transmitters.
3. Supply and Install two M400B Base Stations.
4. Setup, test, integrate and commission the Sensus Regional Network Interface (RNI) in a
Software as a Service model (hosted)
5. Setup, test, integrate and commission Sensus Analytics in a Software as a Service
model
6. Setup, test, integrate and commission Sensus Customer Portal in a Software as a
Service model.
7. Provide training for endpoint installation and troubleshooting.
8. Provide training for users and administrator on RNI, Sensus Analytics and Customer
Portal
2. Project Implementation Period. The Project is projected to commence on November 15, 2019, and will
be implemented over an approximate one (1) year period of time. Below is an estimated construction Schedule:
Estimated Construction
Project Start Date
Schedule:
11/15/2019
25% Complete
60 Days After Start Date
50%
90 Days After Start Date
75%
120 Days After Start Date
100%
150 Days After Start Date
3. Compensation. Client agrees to pay Core & Main as estimated $731,014.00 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 Core & Main for the Work and Services contemplated by this Procurement
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 Core & Main for Project
Materials and Supplies and the Work set forth in Exhibit A-1 within 30 days of the receipt of an invoice for such Project
Materials and Supplies and Work (which will be invoiced no more frequently than weekly. No payment shall be made,
however, until Client shall have issued a related Acceptance Certificate, which Client shall issue promptly following its
receipt of Project Materials and Supplies.
4. Installation Responsibilities of Core & Main.
9
(a) AMI Infrastructure Work. Core & Main has developed a Statement of Work specific to the design,
deployment, and execution of any AMI infrastructure work as per the project needs. This Statement of Work has been tailored
to the project, as well as any site specific conditions. The Statement of Work is attached hereto as Exhibit A-4.
5. Responsibilities of Client durine Installation.
(a) Owner -Furnished Data. Client shall provide Core & Main all technical data in Client's possession,
including previous reports, maps, surveys, and all other information in Client's possession that Core & Main informs Client's
representative is necessary as it relates to Project. Client shall be responsible for identifying the location of meters. Should
Core & Main 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 Core & Main 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 Core & Main 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 Core & Main in a timely manner. In the event that a Client delay results in the lack of a
progress payment disbursement, Core & Main reserves the right to delay further work without penalty until such time as
payments are made. Core & Main 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 November 15, 2019.
"CORE & MAIN"
CORE & MAIN LP
r
By: 4 A/Z - 4
Printed Name:�Q,fL� /�L%}�jt}y✓i
Printed Title �I -
"CLIENT"
VILLAGE OF TEQUESTA
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Exhibit A-1
Material Procurement Summary
Provider: Core & Main LP ("Core & Main")
Client: The Village of Tequesta, FL
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 Core & Main 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
(See following one)
11
$ 129,002.00
3/4" S iPERL Water Meter,
1217
$106.00
1" iPERL Water Meter
136
$143.00
$ 19,448.00
OMNI R2 Water Meter, 1/1/2"
10
$412.00
$ 4,120.00
OMNI R2 Water Meter, 2"
2
$580.00
$ 1,160.00
OMNI C2 Water Meter, 1 1/2"
28
$915.00
$ 25,620.00
OMNI C2 Water Meter, 2"
77
$1,053.00
$ 81,081.00
OMNI C2 Water Meter, 3"
13
$1,334.00
$ 17,342.00
OMNI C2 Water Meter 6"
2
$4,003.00
$ 8,006.00
1485
$ 285,779.00
Single Port
500 $120.00 60,000.00
Dual Port
1911 $135.00 257,985.00
7ss
2411 317,985.00
Communicit'lons Equipment
M400B Tower 7a-teway Base Station
2
$28,000.00
$ 56,000.00
Installation For M400B
2
$12,500.00
$ 25,000.00
$ 81 000.00
Annual RNI SaaS Fee • 1 $8,450.00
$ 8,700.00
$ 8980.00
9,225.00
$ 9500.00
RNI SaaS Setup Fee' 1 $0.00
$ -
$
$ -
0
Training (RNI Core Education - Onsite) 1 $4,200.00
$
$
0
$12 650.00
$ 8,700.00
$ 896000
$ 9 226.00
$ 9 500,00
Sensus Anal cs Enhanced
1
$8.350.00
$ 8,600.00
$ 8858.00
9,123.74 9397.4522
Sensus Analcs S tup Fee
1
$0.00
$
$
$ 0
Sensus Anal cs Basic Integration Performed by VAR
1
$0.00
$
$
$ 0
Sensus Anal -cs On-stte Training)
1
$0.00
$
$
$ 0
$8 350.00
CiustomerPortal
1
$6,500.00
$ 6,695.00
$ 6,895.00
$ 7100.00
7,310.00
Customer Portal SetupFee
1
$6,250.00
$
$
$
$
Customer Portal Int ration Fee
1
$10 000.00
$
$
$
$
Customer Portal Training Fee
1
$2,500.00
$
$
$
$
--- —
$26 250.00
12
Exhibit A-2
Acceptance Certificate
Client under the Master Project Agreement (the "Master Agreement") with Core & Main LP 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 Core & Main and covered by the related invoice
or draw requests and finds such Work and Services to have been performed in an 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).
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 , 2019 by:
"CLIENT"
VILLAGE OF TEQUESTA, FL
0
Printed Name:
Printed Title
13
Exhibit A-3
Reserved
IM
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 Core & Main LP and Client during the planning, installation and commissioning of the FlexNet AMI
System.
Regional Network Interface
RF Network
z Cr CD
CD N to Cr
0 0 (D N
CD CD
� m
Message
Processor
E
m
Zn
A
CO
r-
c
aD
E
a�
o�
m
c
m
YCNetwork0aD
Z
Configuration
Agent �
RNI
Diagram I — FlexNet AMI Diagram
CMEP Files
Batch Job
Meterliower
Scheduled Job
Information
Information
Information
I Metrics I
Tower/
lterRead Health Twoway Delivery
Endpoint
Manager Dashboard Monitor �„r„r,t;, ,, Metrics
15
General Responsibilities:
Core & Main will:
1. Provide a project manager to coordinate all FlexNet 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 base station and the
antenna.
7. Core & Main will apply for permits and Village will pay for fees
Client will:
1. Provide a key point of contact, contact information, for project management activities to work with the Core &
Main project manager to help facilitate a timely installation of the FlexNet 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.
Core & Main 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 FlexNet
network.
3. Work with Sensus to Test, and verify proper network connectivity to access the BASESTATION.
Client will:
1. Purchase all needed FlexNet (RNI) computer equipment.
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 F1exNet 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 F1exNet BASESTATION network to Sensus. This provides Sensus
Technical Services personnel the ability to perform ongoing system support and troubleshooting.
Infrastructure Site Responsibilities
BASESTATION:
Core & Main will:
1. Instruct Client concerning infrastructure site preparation work, and verify work is done correctly.
2. Coordinate the installation and commissioning of F1exNet 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 Core & Main 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 lfoot 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
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
17
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
SmartPoint Module Installation Responsibilities
Core & Main will:
1. Once the installer has completed troubleshooting of installation issues, Core & Main will engage Sensus to
investigate the remaining Endpoints to identify and fix any coverage issues.
2. 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.
2. Install or hire a qualified installation contractor to install all Endpoints to be used in the AMI System.
3. Be responsible for quality assurance for their personnel and/or an installation contractor as it relates to proper
installation of Endpoints.
4. 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.
OR
Miscellaneous Responsibilities
Client will:
1. Be responsible for the payment of any, renewal, regulatory or license fees associated with the network hardware
and software.
2. Core & Main will apply for permits and Village will pay for fees
19
Appendix B
RESERVED
20
APPENDIX C
RESERVED
21
Appendix D
WARRANTY
The warranties on meters and equipment included in Project Materials and Supplies, and on Work, and Services
shall be as follows:
Project Materials and Supplies.
(a) General. Meters and equipment included in Project Materials and Supplies that Client purchases
from Core & Main 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 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 and equipment occurring after the change
becomes effective), but generally the start date for meter and equipment warranties is the date of the manufacturer's shipment
of such meters and equipment 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. CORE & MAIN DOES NOT PROVIDE ANY SEPARATE WARRANTY FOR
PROJECT MATERIALS AND SUPPLIES.
(b) Core & Main's Responsibility. Upon any breach of the manufacturer's warranty on a meter or
equipment noticed to Core & Main during the applicable Manufacturer's Warranty Period, Core & Main's 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. Core & Main warrants that all installation Work and Services provided by Core & Main
shall be performed by Core & Main 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 Core & Main's warranty as to installation Work or
Services during the applicable Warranty Period, Core & Main's sole responsibility shall be to perform any corrective
installation Work or Services necessary to bring Core & Main's installation Work and Services into compliance with such
requirements.
3. DISCLAIMER OF FURTHER WARRANTIES. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY,
CORE & MAIN DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING ALL IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT,
WHETHER ARISING OUT OF WARRANTY, INDEMNITY, TORT, CONTRACT OR OTHERWISE, SHALL CORE &
MAIN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES OF ANY KIND.
22
Exhibit D-1
Manufacturers' Warranties
Attached to this Exhibit D-1 are the manufacturers' warranties for each of the manufacturers of Project Materials.
23
Sensus Limited Warranty
1. General Product Coverage. Unless otherwise provided herein, Sensus USA Inc.
('Sensus") warrants its products and parts to be free from defects in material and
workmanship for one (1) year from the date of Sensus shipment and as set forth below.
All products are sold to customer ("Customer) pursuant to Sensus' Terms of Sale, avail-
able at: sensus.comfrC ( Terms of Sale').
2. SR II® and accuSTREAMT1° 5/8", 3/4" & 1" Meters are warranted to perform to
AWWA New Meter Accuracy Standards for five (5) years from the date of Sensus
shipment or until the registration shown below, whichever occurs first Sensus further
warrants that the SR II and accuSTREAM meters will 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 occurs first
New Meter Accuracy Repair Meter Accuracy
5/8' SR II Meter and 500,000 gallons 1.500,000 gallons
accuSTREAM Meter
314" SR II Meter and accuSTREAM Meter 750.000 gallons 2,250,000 gallons
1' SIR II Meter and
accuSTREAM Meter 1.000,000 gallons 3,000,000 gallons
3. ally' Meters that register water flow are warranted to perform to the accuracy level
set forth in the ally Data Sheet available at sensus.com/aliy/datasheet for fifteen (15)
years from the Date of Installation, but no longer than sixteen (16) years from date of
manufacture, not including the meter's sensors, valve, and gear motor, which are
warranted under different terms described below. As used herein, 'Date of Installation'
means the date after which the ally Meter has been out of empty pipe for seven (7)
consecutive days, as those days are measured by the ally Meter and stored in the
meters nonvolatile memory.
4. iPERL° Meters that register water flow are warranted to perform to the accuracy
levels set forth in the iPERL Data Sheet available at sensus.comfrped/datasheet or by
request from 1-800-METER-IT, for twenty (20) years from the date of Sensus shipment.
The IPERL System Component warranty does not include the external housing.
5. Maincase of the SR II in both standard and low lead alloy meters are warranted to 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 in
material and workmanship for fifteen (15) years from the date of Sensus shipment
6. Sensus OMNI- Meters and Propeller Meters are warranted to perform to AWWA
New Meter Accuracy Standards for one (1) year from the date of Sensus shipment.
7. Sensus accuMAG Meters are warranted to be free from defects in material and
workmanship, under normal use and service, for 18 months from the (late of Sensus
shipment or 12 months from startup, whichever occurs first.
8. Sensus Registers are warranted to be free from defects in material and
workmanship from the date of Sensus shipment for the periods stated below or until the
applicable registration for AWWA Repaired Meter Accuracy Standards, as set forth
above, are surpassed, whichever occurs first
5/8' thin 2" SR II, accuSTREAM Standard Registers 25 years
5/8'thrr 2" SR II, accuSTREAM Encoder Registers 10 years _
All HSPU, IMP Contactor, R.E.R. Elec. ROFI 1 year
Standard and Encoder Registers for Propeller Meters 1 year
OMNI Register with Battery 10 years
9. Sensus Electric and Gas Meters are warranted pursuant to the General Limited
Warranty available at sensus.comrrC.
10. Batteries, iPERL System Components, AMR and FlexNee Communication
Network AMI Interface Devices are warranted to be free from defects in material and
workmanship from the date of Sensus shipment for the period stated below:
Electronic TcuchPad 10 years
Act -Pak` Remote Monitoring Instruments 1 year
Gas SmartPoine Modules and Batteries 20 years'
6500 series Hand -Held Device 2 years
Vehicle Gateway Base Station (VGB) and other AMR Equipment 1 year
FlexNet Base Station (including the R100NA and M400 products) 1 year
iPERL System Battery and iPERL System Components 20 years'
Sensus` Electronic Register+" 20 years'—
Sensus - Smart Gateway Sensor Interface 1 year _
SmartPoint` 51OW520M Modules and Batteries 20 yearsr
Footnote 1: Sensus will repair or replace non -performing
• 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 SmartPoint
Module per month and up to five firmware downloads during the life of the product)
and batteries;
• Sensus Electronic Register+with hourly reads
for the first ten (10) years from the date of Sensus shipment, and for the 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 according to the
following schedule:
G-500 R22
Years Replacement Price Years Replacement Price
1-10 �0% _ 16 55%
11 30 % 17 60%
12 35 % 18 65 %
13 40 % 19 70 %
14 45 % 20 75 %
15 50% >20 100%
Footnote 2: Sensus will repair or replace non -performing:
iPERL System Batteries, and/or the iPERL System flowtube, the flow sensing
and data processing assemblies, and the register ("iPERL System
Components') with hourly reads
SmartPoint 510M/520M Modules (configured to the factory setting of six
transmissions per day under normal system operation of up to one demand
read to each SmartPoint Module per month and up to five firmware
downloads during the life of the product) and batteries, unless the SmartPoint
51OW520M Module is ever paired with an ally Meter, which event
immediately amends the warranty terms to those described in Section 11:
at no cost for the first fifteen (15) years from the date of Sensus shipment, and for the
remaining five (5) years at a prorated percentage, applied towards the published list price in
effect for the year the product is accepted by Sensus under the warranty conditions
according to the following schedule:
Years I Replacement Price
1-15
0%
16—
_
30%
17
_
40 %
18
50 %
19 j
60 %
20
70 %
>20 1
100%
11. ally° Meter Batteries and Components, including SmartPoint 510M/520M Modules
are warranted to be free from defects in material and workmanship from the Date of
Installation, as defined in Section 3, for the period stated below:
Batteries 15 years'
Sensors 5 years
Valve & Gear Motor 5 years'
SmartPoint 510M/520M Modules and Batteries in service Wally 15 years'
Footnote 3: If applicable, any SmartPoint 5101v1/520M Modules ever paired with an ally
Meter are warranted with the following limitations:
o When configured to the default installation setting of six transmissions of
metrology and pressure per day and one update of temperature per day, the
SmartPoint is warranted to perform up to five (5) firmware upgrades for the
SmartPoint Module and up to five (5) firmware upgrades for the ally Meter;
0 2500 Operational Commands, where "Operational Commands" include on
demand reads (such as consumption, pressure, temperature), an ally valve
command, or a configuration command; and
0 15 Diagnostic Commands, which includes two-way communications tests and
installations
for the first ten (10) years from Date of Installation at no cost For the remaining five (5)
years, Customer will pay the reduced Replacement Price of the then -current list price in
effect at the time the product is accepted for return in accordance with the following
schedule:
Years Replacement Price _Years I Replacement Price _
1-10 0% 14165%
11 35 % 15 759,16
_ 12_ 45% >15 100%
13 �— 55% _
Footnote 4: Notwithstanding the foregoing, valve and gear motor components of ally Meters
are not warranted beyond two thousand (2000) Valve State Operations, even if the
warranty period provided herein has not yet expired. As used herein. "Valve State
Operations" means adjustments of the Meter to open, dose, or reduce flow.
12. iPERL and ally Connectors and Cables are warranted to be free from defects in
materials and workmanship, under normal use and service, for ten (10) years from the date
of Sensus shipment. Nicor or Itron connectors included with a Sensus product are
warranted according to the terms for Third -Party Devices in Section 13.
13. Third -Party Devices are warranted to be free from defects in materials and
workmanship, under normal use and service, for one (1) year from the date of Sensus
shipment As used in this Sensus Limited Warranty, "Third Party Devices" means any
product, device, or component part used with a Sensus product that is manufactured or
sold by any party that is not Sensus. Failure of a Third Party Device which subsequently
causes failure to a Sensus device shall be the responsibility of the manufacturer of the
Third Party Device.
8601 Six Forks Road, Suite 700
Raleigh, IdC 27615
1-800-638-3748
sEnsus
a xylem brand
14. Saitware. Smhrare sllppred and'tr licensed by Senses is supported a= ding to
tlw lens of Jre apprcable saTrare rceree or usage agreerr'ant Senses warrants L11K
any nstAwK_sg nd nm'tq serv$ms steal be_perfacrned (n a praresaonal aid
aafgma�llae wrier_
15. Return. Serous' oblige—, and Cus:cmers excus;we remedy, urZer Urals Senses
Limited v araanty" is, at Seisus' op'Ian, to erjw q) repar or replace tha p wict
gvAC2d tIN Customer (a) realms tlw'product to the loca+Jon des3ignated by Serisus
w1hirlAhe waimrdy par**; and (b) p;epa)s nee height costs byJt to and from such
tocaf;on; ar (L) deltcer repnacemant wmpoaeits 10 me Customer, prrr.Sdsd the Cr stomar
Instals, at fi cost, such wrnporients M or -cn the product (as IrWructed by Saran}
pruACed, I1ta -II Seaats regwasts, the Cus mEr (a) returns the prDMet to.tge,Icoatlon
dagnzed by bus mtn:n the 'wan vil j period; ara M) prepays the rrE:ght costs ti-M
to and Ircm su01 l6c3hch- In ail bases, If Cu rAmer r»es no. reh,nn tie print shin the
flue perkrd deEgnalEd by Sewer,Senses 'Alf Irvctce, and 'Cr%srmar vAl pkry Wf&Jn
itgrty da)s.'a d1e.Lwolce dale, for the -oast 0 t1N replacement *duct aidlor
ccmponents.
The rehan ci• pmd'J01s t5r.wananfy claims :musi W_dN SEnsW Returned Matadors
AimodraEm (Rhb7) pfoceriu3Ea'Nater rratea returns mast InowE dJaanEnts on tr
the Cueamers..teot rits. rEs, Teat -results r'alst be obtalned acowlSag to kAF.11A
st nor= and axW speWy ni3 meter serial mJnvier. The lest reslrlts all not be LaMd Ir
Hie rr t Is fo'Jad to oontahi foreign ma'arlaig. 1f Customer Oc6ses nct,lo test a
8ei6rs )&Ater ma-ter"prlarto W.LrrrJng It to Sensus,• Serous All] repair oT.repiace 11e
meter. at Seisu V opron, a^:Er ule rreter has been tested by Semus. Ti_-.Custtmea .NiII
be aanarged Sensus'then caa emit lestIng fore. All prorbm must tie returned In aaxidaice
v, Ji the'RIIA,pmcess.. For W re=*; SenELMreserves tore ngM to rE-gmsl meter rea1-
tig Amrds by' ssrIal mmil*r to vdidate warranty aa'rns.
For predrnar ilnst hive become dscannnued or cbsoiEte I'OusdE21 PrWIE2 ), Senses
fray, ai Its dscredon, rEplace such Ot;Eolke PrDduc-t'A!M a-dlframl product n-,odel
('New PWLM',l ET--lded that the New Prod.^ hors subs. Malty sImllar feathires as the
Oteol=_te F'odGai.- "The New Product VW to aaTaiiKI as sEt fOM_ In 11L's Serious
Umteo Wwr=arty.
THIS SECTION 15 SETS FORTH CUSTOMER'S SOLE RELIEDY FOR THE FAILURE
OF THE PRCOUCTS, SEM9CES OR LICENSED SOFTWARE TO CONFORM TO
THEIR RESPECTIVE. WARRANTIES_
1r3. Wsrfanty EW3ptlana and No.lmpllsd Warranties. Trio SenSim LiMW Warranty
dons not IncluJe do= Tor r�ma:al or lnsfala_on of Prol=. or axis 1or,replauurke t
labor or mAerfats, Un are Me responsWJty of?he CUS'JJmer. The aartantlesin thts
SEsisLms LIrnCrid. Warra my do not asFiy tO.gCW5 that to.'e been: IastjIEd npropEriy or
Li ntrl .ecaffunentfed Lngalmow. InsWed'to a suclw, teal Is = f ur,W aial. cr Is nol In
sate opera:fig condrSsn. or is damaged, an Is L1 need of mpalr, , y rnpered u1trC mtdCed
er rep red Alth parts or assembles not 'cer,Cl3d In wTMrg ty Se'Fsrrs IraWing win rout
trn=Ori, WnY' MY.Oafton pads' and .asaerrbfes; 9mpropeny madred' m rs=md
ITri lrclng as a rEsuh cf n»dmcaions required ty SErvrs1: CaWerted; arEnid; Clarinag
ec-
read bat eVpxent not arprarad by Senses for voter mehus. used = substainas
ether :1Lii ` WeT. used vltli nocFactabre or used wit Waller that conWns,cUt,
dexz. deposts, of =er Linpnttes; sutiesad to misuse. InVroper slbrage, Impmpar
air" Inp. per nsainteraice, or Improper pero9lc ysnng (collectwa4yN 'Ex _ b ,g� IC
Senses P.le.itrnesarry Excepdots duMng examhatloi, trvtbleshootrg or pe trrringany
type oT support to be?W of Culstonur.1hen Customer dial pay for aid.%r.reimbuuse
Serious Stir all Exp=_rres IRCILTEd ty Serums In euarntilmg tr xNesrM,_,rtg, p;:rramnllig
suppot.aca e-s -.-43rang u replacing any EgmpmEnt x= saes Ies any or one
Excepntrs (14- ned"abova The at -we wana-Mes do not apply in the ei?nt ofForoe
NaJ>iae,'as defined In t1Ie Tames of Sale.
THE WARRANTIES SET FORTH IN THIS SENSUS LIMITED WARRANTY ARE THE
ONLY _WARRANTIES Gi'.EN WiTH RESPECT TO TIME. GOODS, SOFTWARE,
SM-TVWAAE LICENSES AND SERVICES SOLD OROTHERPfISE PROVIDED' BY
SENSUS. - ".SENSUS EXPRESSLY,. DISCLAIMS 'ANY AID . ALL OTHER
REPRESENTATIONS, - WARRANTIES, CONDITIONS, EXPRESSED, 'IMPLIED,
STATUTORY.OR OTHERWISE. REGARDING ANY MATTER IN CONNECTION WITH
THIS SENStUS LIMITED WARRANTY OR ViTTH THE TERMS OF SALE, INCLUDING
VdTHOUT LIMITATION, WARRANTIES AS -TO FITNESS' FOR A..PARTLCULAR
PURPOSE, UERCHANTABIL13Y, NDN4NFPJNGFIMENT AND TITLE
SENSUS ASSUMES NO -LIABILITY FOR COSTS OR -EXPENSES -ASSOCJATED
WITH LOST REVENUE. OR WITH THE REMOVAL OR INSTALLATiON OF
EQUIPMENT. THE FOREGOING REMEDIES ARE CUSTOMEKS SOLE AND:
EXCLUSiVE .,REMEDIES FOR THE ...FAILURE OF EQUIPMENT, LICENSED
SOFTWARE OR SOFTWARE SER%gCES, AND OTHER.SERVICES TO CONFORM
TO THEIR RESPECTR'E WARRANTIES.
17. Llrrdtatlon.of.LfsbNlty_ SENSUS' AGGREGATE LIABILITY W ANY AND ALL
CAUSES' "OF 'ACTION XRISING "UNDER, CUT OF OR IN .RELATION TO THIS
AGREEMDT, ITS -NEGOTIATION, PERFORF4 NCI, BREACH 03 TERMMI TION.
(CCLLECTIVELY 'C-;WES OF ACTIOW) SMALL_ NOT EXCEED THE TOTAL
AMOU,?iT PAID BY CUSTOMER TO SENSUS UNDER TiS'._AGRE=?MAT. THIS IS
SO'r9'I ETHER THE CAUSESOFACTION ARE IN TORT, INCLUOWG, WiT1-IOUT.
LIMITATION, "NEGLIGENCE OR, STR= LIABILITY, Ui CONTRACT, UNDER
STATUTE OR OTHER'A98E.
AS ,A SEPARATE AND INDEPENYDENT LiFLTTATION ON LIABILITY, SENSUS'
LL491L1TY SHALL BE LWITED TO DIRECT DAFrAGES. SENSUS Sh14LL NOT BE
LIABLE F011p) ANY INDIRECT, INCiDENTPi, SPECIAL OR CONSEQUENTIAL
EXAMNGES: NCR (fl) ANY. REVENUE; CR PROFITS LCOT BY CUSTOMER OR ITS
AFFILINTES FRO_�l ANY END USER(S), 'IRRESPECTIVE OF WHETHER SUCH LOST
REVENUE OR PROFIT,' IS'G4TECOtR= AS DIRECT DAMAGES OR OTHERVESE,
NOR NIQ ANY IN'1DUT COSTS; 'NOR (W) MANUAL METER READ COSTS AND
EXPENSES-, NOR (Yt DAMAGES ARISIK`G FROi.'i b:41NCASE OR BOTTCM PLATE
BREp{A.GE CAUSED BY FREEZING TEWJPERATURES.. WATER HAMV..ER
CONDITIONS, OR EXCESSR'E WAXER PRESSURE '19--OUT COSTS- ME&NS'Alti'
COSTS MID EXPENSES INCURRED BY CUSTOMER IN.TURSPORTING C-ODDS
BETNEEN tT5 VdAREHOUSE FYD ITS END USER'S PRa ifSES AND ANY COSTS AND,
EXPENSES "INCURRED BY CUSTOMER Ly. iNsm- .LIN^o, UNINSTALLm AND
RENfJVING GCODS. 'END USER' MEANS . 'ANY .END USER OF
ELECTRICITYAYATERrv:S THAT PAYS CUSTOF,SER'FOR THE.CONSUMPMON OF
ELECTPJCrTYAYATF-4UGAS. AS APPLICAr-LE
Stile nwanais on. ilabiliy set forth La th";:.44MS- a It :are'tlnrQ�ntal U16X47ients; lb
Tarsus EnLwirig Ind dds AgfEemertL'71 tey ap jr uluxx-1 Maiatly and In W maecz. Mmy
are 1D be Ml elpTVed broadly s] as to glue Segsusthe maximum prtteraltn perrNtled under
law.
M. 1 Six Fortes Road, Suite 700
tmadgh,NC27615 sEnSU5
VOW-50844748 , o VAern :s,J•.:=
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