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2024-4214
Confidential | Core & Main CITY OF COLUMBIA HEIGHTS, MN Master Project Agreement Core & Main LP 15800 W. 79th Street Eden Prairie, MN 55344 CONTRACT #2024-4214 Confidential | Core & Main Table of Contents Section Purpose and Scope ............................................................................................................................. 1 Term .................................................................................................................................................. 2 Core & Main’s Responsibilities ......................................................................................................... 3 Client’s Responsibilities ..................................................................................................................... 4 Default of Client ................................................................................................................................. 5 Default of Core & Main ..................................................................................................................... 6 Force Majeure .................................................................................................................................... 7 Taxes, Permits, and Fees .................................................................................................................... 8 Warranty ............................................................................................................................................. 9 Indemnity ........................................................................................................................................... 10 Title and Risk of Loss ....................................................................................................................... 11 Liability ............................................................................................................................................. 12 Insurance ............................................................................................................................................ 13 Safety ................................................................................................................................................ 14 Hazardous Materials ........................................................................................................................... 15 Delays and Access .............................................................................................................................. 16 Compliance ....................................................................................................................................... 17 Dispute Resolution ............................................................................................................................. 18 Attorney’s Fees ................................................................................................................................. 19 Assignability ..................................................................................................................................... 20 Notices .............................................................................................................................................. 21 Binding Effect ................................................................................................................................... 22 Modifications .................................................................................................................................... 23 Severability ....................................................................................................................................... 24 Privacy .............................................................................................................................................. 25 Appendix A Project Scope Exhibit A-1 Project Pricing Exhibit A-2 Sensus Advanced Metering Infrastructure (AMI) Agreement Exhibit A-3 Statement of Work Appendix B Warranty Exhibit B-1 Manufacturers’ Warranties Appendix C Response to Request for Proposal for the City of Columbia Heights Residential Water Meter Replacement Project Confidential | Core & Main Master Project Agreement This Master Project Agreement (“Agreement”) dated as of October 10, 2024 (the “Effective Date”) between Core & Main LP, a Florida limited partnership (“Core & Main”), and the City of Columbia Heights, MN (“Client”). Core & Main and Client may be referred to herein individually as a “Party,” and jointly as the “Parties.” 1. Purpose and Scope. The Parties have entered into this Agreement for the purpose of Core & Main providing a Residential Water Meter Replacement Project to Client (the “Project”). Core & Main agrees to undertake the necessary work required for the completion of Core & Main’s obligations under this Agreement, including providing materials and any installation or services as specified in Appendix A (the “Work”), and Appendix C (original proposal dated May 17, 2024). Client agrees to undertake all of its obligations that are identified and to pay Core & Main in the manner contemplated by this Agreement. 2. Term. The Term of this Agreement shall begin on the Effective Date and, unless earlier terminated in the manner contemplated by this Agreement, shall endure for the period specified in Appendix A. 3. Core & Main’s Responsibilities. Core & Main shall provide all Work as described in this Agreement. Without limiting the generality of the foregoing, Core & Main shall maintain supervision of all its subcontractors. Any work or services 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. 4. Client’s Responsibilities. 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. 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. 5. 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) Client becomes insolvent, or makes an assignment for the benefit of creditors, or should a voluntary or involuntary petition in bankruptcy or a reorganization or any adjudication of Client as insolvent or bankrupt be filed; (d) any failure of Client to comply with or perform according to the terms of this Agreement or to correct such failure to perform within thirty (30) days of receipt of written notice from Core & Main. If an event of Default by Client occurs, Core & Main will have the right to cancel this Agreement and to terminate immediately all Work hereunder without further obligation except the Client will be obligated to pay for Work performed through the date of termination, plus damages and costs incurred as a result of Client’s default. 6. Default of Core & Main. The following events shall be considered events of default on the part of Core & Main: (a) the failure of Core & Main to deliver its Work free and clear of any lien or encumbrance by any subcontractor, laborer, materialman, or other creditor of Core & Main; (b) Core & Main becomes insolvent, or makes an assignment for the benefit of creditors, or should a voluntary or involuntary petition in bankruptcy or a reorganization or any adjudication of Core & Main as insolvent or bankrupt be filed; (c) any representation or warranty (excluding a warranty as contemplated by Section 9 of this Agreement) provided by Core & Main that proves to be materially false or misleading when made, (d) any failure of Core & Main to comply with or perform according to the terms of this Agreement or to commence efforts to correct such failure to perform within thirty (30) days of notice from Client, and thereafter diligently pursue correction. In the event of default by Core & Main, Client will have the right to cancel this Agreement and to terminate immediately all Work hereunder without further obligation except the Client will be obligated to pay for Work performed through the date of termination. Additionally, Client will be entitled to recover the documented excess actual and direct costs of procuring the Work hereunder through alternate sources provided that Client makes efforts to reasonably mitigate such actual and direct costs. 1 of 74 Confidential | Core & Main 7. Force Majeure. Neither Core & Main nor Client shall be responsible to each other for damage or delay that arise from Force Majeure, including but not limited to conditions beyond the reasonable control, and not the result of the fault of the impacted Party, including, without limitation acts of God, storms, extraordinary weather, epidemic or pandemic, acts of government units, strikes or labor disputes, fire, explosions, thefts, vandalism, riots, acts of war or terrorism, non- price related unavailability of materials required for the Project, and unavailability of fuel. 8. Taxes, Permits, and Fees. Core & Main shall be responsible for obtaining all permits and related permit fees associated with the Project. The Client must disclose any known fees in advance of contract signing. Client shall pay sales, use, consumer, and like taxes when applicable, as well as any tariffs relating to the materials to be provided hereunder. Client shall be responsible for securing at its sole expense any other necessary approvals, easements, assessments, or required zoning changes. Core & Main shall be responsible for all taxes measured by Core & Main’s income. 9. Warranty. The extent of the warranty to be provided by Core & Main is set forth in Appendix B. 10. Indemnity. Subject to Section 12 of this Agreement: (a) Except as otherwise expressly provided in Section 10(b) below, Client assumes all liability and risk associated with the use, operation, and storage of any materials and equipment in its custody and control and for property damage, injuries, or deaths associated with or arising out of the use and operation of the Project by Client, except to the extent said damage, injury, or death is the direct result of Core & Main, its employees, and agents. (b) Core & Main agrees to indemnify, defend and hold Client, its officers and employees harmless from actual and direct losses and damages sustained by Client arising from (a) third party claims to the extent caused by the gross negligence or intentional misconduct of Core & Main, (b) breach of this Agreement or (c) violation of law. To the extent Client has paid Core & Main for its Work, Core & Main shall indemnify and hold Client and its officers and employees harmless from all claims for payment of subcontractors or materialmen hired by Core & Main for Work relating to the Project. 11. Title and Risk of Loss. Title and risk of loss for materials and equipment will pass to Client upon delivery to Client at Client’s location. If materials are not delivered to Client’s location, or if Core & Main is responsible for installation of materials and equipment prior to delivery to Client, then title and risk of loss for materials and equipment will pass to Client upon installation. 12. Liability. 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. 13. Insurance. (a) Core & Main agrees to maintain, at Core & Main’s expense a commercial general liability (CGL) and excess or umbrella general liability insurance policy or policies insuring Core & Main against claims for bodily injury, death or property damage arising out of Core & Main’s general business activities. The general liability coverage shall provide limits of not less than $2,000,000 per occurrence and not less than $2,000,000 general aggregate. Coverage shall include Premises and Operations Bodily Injury and Property Damage; Personal and Advertising Injury; Blanket Contractual Liability; Products and Completed Operations Liability. Limits may be met through a combination of General Liability and Excess Liability or Umbrella coverage. (b) Core & Main also agrees to maintain, at Core & Main’s expense, a single limit or combined limit automobile liability insurance and excess or umbrella liability policy or policies insuring owned, non-owned and hired vehicles used by Core & Main under this Agreement. The automobile liability coverages shall provide limits of not less than $1,000,000 per accident for property damage, $2,000,000 for bodily injuries, death and damages to any one person and $2,000,000 for total bodily injury, death and damage claims arising from one accident. (c) The Client shall be named Additional Insured for the above CGL and Auto liability policies, to the extent permitted by Core & Main’s insurers. The City, including its elected and appointed officials, employees and agents shall be endorsed as additional insured. 2 of 74 Confidential | Core & Main (d) Core & Main agrees to maintain, at Core & Main’s expense, statutory worker's compensation coverage together with Coverage B, Employer’s Liability limits of not less than $500,000 for Bodily Injury by Disease per employee, $500,000.00 for Bodily Injury by Disease aggregate and $500,000 for Bodily Injury by Accident. (e) Client shall maintain statutory Workers Compensation insurance coverage on all of Client’s employees and other liability insurance coverage for injury and property damage to third parties due to the Client’s negligence. (f) Prior to commencement of this Agreement, Core & Main will provide the Client with certificates of insurance, showing evidence of required coverages. All policies of insurance shall contain a provision or endorsement that the coverage afforded will not be canceled or reduced in limits by endorsement for any reason except nonpayment of premium, until at least 30 days prior written notice has been given to the Certificate Holder, and at least 10 days prior written notice in the case of non-payment of premium. 14. Safety. Core & Main shall have the primary responsibility for 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 is expected to perform its Work are safe sites. 15. Hazardous Materials. The Project and the Work expressly excludes any Work 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. Delays and Access. In the event of any delay, including but not limited to Force Majeure or delays caused by Client, Core & Main will notify Client in writing of the existence and nature of the delay. Client and Core & Main will then mutually agree upon any new completion dates, and pricing or 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. 17. Compliance. Core & Main and Client will comply with all applicable laws, statutes, rules, regulations, ordinances, codes, and orders of any governmental bodies, agencies, authorities, and courts having jurisdiction. 18. 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. Thereafter the Parties will attempt to resolve the dispute through negotiations conducted in good faith. 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 resolved in accordance with Section 18(b) below. (b) The Parties agree that in the event any dispute between them relating to this Agreement is not resolved under Section 18(a) 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. 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. (c) All disputes arising out of this Agreement shall be governed by, and construed in accordance with, the laws of the State where Client has its principal office, 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. 3 of 74 1BVM5IPN 3FHJPOBM%JSFDUPS Confidential | Core & Main Appendix A Project Scope 1. Summary of Work. The Summary of Work for the Project contemplated hereunder consists of providing and installing (if applicable) all Project materials and equipment as listed in Exhibit A-1, and management of the installation process (if applicable) within the geographic area defined in the propagation study or such other geographic area as otherwise defined herein (the “Utility Service Area”). 2. Project Implementation Period. The Project is projected to commence on or around November 12, 2024, and will be completed on or around July 31, 2025. 3. Compensation. Core & Main will submit invoices for installation and other services no more frequently than weekly. Client agrees to pay Core & Main for the Work as described in Exhibit A-1 and additionally for each supplemental item as required by Client and agreed by the parties. Core & Main reserves the right to increase prices upon thirty (30) calendar days’ notice to address factors beyond its control, including but not limited to government regulations or tariffs. Client will make payment to Core & Main within 30 days of the receipt of an invoice. 4. Installation Responsibilities of Core & Main. (a) Project Installation. Core & Main agrees to perform the Work in accordance with Client’s specifications that are attached hereto during the Project Implementation Period specified above. Core & Main will be responsible for installing the Project according to manufacturer standards and such local standards, if any, as are attached hereto. (b) Water Shutoffs. Core & Main, 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 water needs. In order to prevent any damage from plumbing fixtures that are sensitive to water shutoffs, Core & Main 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 Core & Main, 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. (c) Curb Stops. In the event the service location lacks a curb stop or it is defective, Core & Main or its representative will contact the Client. In this event the Client will either A) authorize Core & Main to repair the defect at the price as listed in Exhibit A-1 or as otherwise agreed by the Parties or, B) repair the defect with Client’s forces and notify Core & Main that the repair has been made or, C) exclude the meter change out from the Project. (d) Meter Boxes, Vaults, and Roadways. Core & Main is responsible for repairing any damages to meter boxes, vaults, and roadways that result from the installation of the Project; provided, however, that Core & Main shall not be liable for pre-existing conditions or leaks. Core & Main will install new meter boxes as authorized by the Client’s representative, with appropriate lid selection to be mutually agreed upon. The Client will retain all existing water meters and materials pulled from the ground during the installation. (e) Disposal. The Client will be responsible for the disposal of all waste, debris and materials from the installation of the Project. (g) Certified Installers. In the event this Agreement includes gas or electric meters or should local laws dictate, Core & Main will ensure that the meter installers are certified by the governing board as required. 5 of 74 Confidential | Core & Main (h) Liability. Water Meter Replacement: Core & Main 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 Core & Main. Core & Main 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. Core & Main 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) Core & Main may document them and at Client’s written request, repair them for a negotiated price. Back-Flow Prevention Devices: Core & Main will not be required to install or repair any Back- Flow Prevention Devices. Core & Main assumes no liability or responsibility for the proper functioning of these devices. Core & Main recommends that the Client notify each customer about the potential impact of thermal expansion, but leaves this decision to the discretion of the Client. (i) Non-Covered Work. Contracted meter change outs contemplate a standard like-for-like meter lay- length change out. In the event that locations 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, re- piping, changing lay-length, adding flange adaptors, etc.), Core & Main and the Client will either agree on a price the Client will pay Core & Main to perform the work, or the Client will exclude this work from the Project. Should Core & Main, in its sole discretion, determine that any portion of the Work is unsafe, that portion of the Work will be considered nonstandard and will be excluded from the Project. 5. Responsibilities of Client during Installation. (a) Owner-Furnished Data. Client shall provide Core & Main all technical data and information in Client’s possession, including previous reports, maps, surveys, necessary for Core & Main to perform the Work. 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 its subcontractors. (c) Client Cooperation. Client support will be required during implementation of the Project 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. The Client shall examine all invoices and inspect all completed work by Core & Main in a timely manner. In the event that Client fails to make timely payment to Core & Main as a result of Client’s delay in inspecting the Work or processing Core & Main’s invoice, Core & Main reserves the right to suspend further work without penalty until such time as payment is made. The project completion date will be extended for the same duration of any such delay and suspension of Work. 6 of 74 Confidential | Core & Main Exhibit A-1 Project Pricing 7 of 74 Seq# Qty DescripƟon Units Price Ext Price 10 1 C&M PROJECT MANAGEMENT FEE EA 30,000.00 30,000.00 20 6000 5/8-1 METER AND RADIO INSTALL EA 120.00 720,000.00 40 INCIDENTALS 50 0 CUSTOMER ISSUE RESCHEDULE EA 70.00 0.00 60 0 JUMPER WIRE MATERIAL INSTALL EA 40.00 0.00 70 0 FREEZE KIT EA 220.00 0.00 80 0 ADDITIONAL NOTICE CHARGE EA 1.60 0.00 90 0 MOBILE HOME INSTALL EA 60.00 0.00 100 0 REMOBILIZATION FEE EA 8,000.00 0.00 Sub Total 750,000.00 Tax 0.00 Total 750,000.00 UNLESS OTHERWISE SPECIFIED HEREIN, PRICES QUOTED ARE VALID IF ACCEPTED BY CUSTOMER AND PRODUCTS ARE RELEASED BY CUSTOMER FOR MANUFACTURE WITHIN THIRTY (30) CALENDAR DAYS FROM THE DATE OF THIS QUOTATION. CORE & MAIN LP RESERVES THE RIGHT TO INCREASE PRICES TO ADDRESS FACTORS, INCLUDING BUT NOT LIMITED TO, GOVERNMENT REGULATIONS, TARIFFS, TRANSPORTATION, FUEL AND RAW MATERIAL COSTS. DELIVERY WILL COMMENCE BASED UPON MANUFACTURER LEAD TIMES. ANY MATERIAL DELIVERIES DELAYED BEYOND MANUFACTURER LEAD TIMES MAY BE SUBJECT TO PRICE INCREASES AND/OR APPLICABLE STORAGE FEES. THIS BID PROPOSAL IS CONTINGENT UPON BUYER’S ACCEPTANCE OF SELLER’S TERMS AND CONDITIONS OF SALE, AS MODIFIED FROM TIME TO TIME, WHICH CAN BE FOUND AT: hƩps://coreandmain.com/TandC/ 05/14/2024 - 11:49 AM Actual taxes may vary Page 1 of 1 COLUMBIA HTS WATER DEPT Job LocaƟon: Columbia Heights , MN Bid Date: 05/14/2024 Core & Main 3539935 Core & Main 15800 W 79th St Eden Prairie, MN 55344 Phone: 9529379666 Fax: 9529378065 Bid Proposal for Columbia Heights Install 8 of 74 Confidential | Core & Main Exhibit A-2 Sensus Advanced Metering Infrastructure (AMI) Agreement 9 of 74 10 of 74 11 of 74 12 of 74 13 of 74 14 of 74 15 of 74 16 of 74 17 of 74 18 of 74 19 of 74 20 of 74 21 of 74 Confidential | Core & Main Exhibit A-3 Statement of Work (Sale through VAR) 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 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. 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 meters. SmartPoint Module Installation Responsibilities Core & Main 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. Core & Main 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, Core & Main 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. 22 of 74 Confidential | Core & Main Appendix B WARRANTY The warranties on Work shall be as follows: 1. Project Materials and Supplies. (a) General. Meters and equipment 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 is attached hereto as Exhibit B-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 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 (“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 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 (the “Warranty Period”). (b) Exclusive Remedy. Upon any breach of Core & Main’s warranty as to installation Work during the applicable Warranty Period, Core & Main’s sole responsibility shall be to perform any corrective installation Work necessary to bring Core & Main’s installation Work 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. IN NO EVENT WILL THE LIABILITY OF CORE & MAIN UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID TO CORE & MAIN BY CLIENT HEREUNDER. 23 of 74 Confidential | Core & Main Exhibit B-1 Manufacturers’ Warranties Attached to this Exhibit B-1 are the manufacturers’ warranties for each of the manufacturers providing materials to the Project. Not Appliable. No materials will be provided hereunder. 24 of 74 Confidential | Core & Main Exhibit C RESPONSE TO REQUEST FOR PROPOSAL FOR THE CITY OF COLUMBIA HEIGHTS Residential Water Meter Replacement Project 25 of 74 RESPONSE TO REQUEST FOR PROPOSAL FOR CITY OF COLUMBIA HEIGHTS Residential Water Meter Replacement Project SUBMISSION DEADLINE: Date: May 17, 2024 Time: 3 PM SUBMITTED TO: City of Columbia Public Works Attn: Public Works Director 637 39th Ave NE Columbia Heights, MN 55421 DCullen@columbiaheightsmn.gov PRIMARY CORE & MAIN CONTACT: Kirk Peterson Sr. Municipal Advisor Kirk.Peterson@coreandmain.com (612) 202-7786 PRIMARY VENDOR CONTACT: Craig Wolf New CCC Development and Water Meter Replacement Sales – Wisconsin and Minnesota CWolf@hydrocorpinc.com (612) 850-8939 Core & Main – Eden Prairie 15800 W 79th St Eden Prairie, MN, 55344 coreandmain.com 26 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 2 of 48 May 17, 2024 Attn: Public Works Director 637 39th Ave NE Columbia Heights, MN 55421 Cover Letter Core & Main LP (“Core & Main”) is pleased to present the following response to Columbia Heights Request for Proposal for a Water Meter Replacement Project. Core & Main is supplying the product for this project, and we are excited for the opportunity to provide Columbia Heights with a turnkey meter replacement project. Throughout the proposal, we believe Columbia Heights will see that Core & Main fully understands their goals to facilitate improved water usage tracking customer service, and system management in this program. We understand the work includes not only the mechanical replacement of meters, but also the provision of all necessary gaskets, fittings, and wiring materials. We understand that we will be responsible for the customer communications related to this project and are excited for the opportunity to work with the City of Columbia Heights on this implementation project. KEY BENEFITS OF OUR PROPOSAL INCLUDE: Solution built right for Columbia Heights: Core & Main sees the value in building the best team for our customers and we have included best in class partner to be part of our solution for Columbia Heights. o HydroCorp Founded in 1983 and incorporated in 1988. HydroCorp core services are Municipal Water System Cross-Connection Control Program Management, Onsite Cross-Connection Hazard Surveys/Inspections and Water Meter Replacement Labor and Administrative Services. The firm has grown from two employees to a staff of over 85 full time associates in multiple states. We still have our first customer! 27 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 3 of 48 Kirk Peterson, Sr. Muncipal Advisor, will be the primary contact throughout the proposal evaluation and next steps: CORE & MAIN CONTACT: Kirk Peterson Sr. Municipal Advisor Kirk.Peterson@coreandmain.com (612) 202-7786 PRIMARY VENDOR CONTACT: Craig Wolf New CCC Development and Water Meter Replacement Sales – Wisconsin and Minnesota CWolf@hydrocorpinc.com (612) 850-8939 We look forward to providing Columbia Heights with a high-performance system and the opportunity to grow our relationship with a turnkey water meter replacement project. Best regards, Paul Thom Regional Director – North Region Core & Main – Eden Prairie 15800 W 79 th St Eden Prairie, MN, 55344 28 of 74 4 Table of Contents Cover Letter .................................................................................. 2 KEY BENEFITS OF OUR PROPOSAL INCLUDE:........................................................ 2 Proposer Company Overview ....................................................... 5 ORGANIZATIONAL STRUCTURE AND CREW CONFIGURATION ............................. 5 EXPERIENCE WITH BS&A FINANCIAL SOFTWARE .................................................. 6 PROJECT MANAGER QUALIFICATIONS .................................................................... 6 FOREMAN/SUPERVISOR QUALIFICATIONS .............................................................. 8 INSTALLER/INSPECTOR QUALIFICATIONS ............................................................... 8 CONCURRENT PROJECTS .......................................................................................... 9 EXPERIENCE AND QUALIFICATIONS ......................................................................... 9 DOCUMENTATION PROCESS .................................................................................... 19 GIS LOCATION AND PHOTOGRAPHS....................................................................... 20 CROSS-CONNECTION SURVEY DOCUMENTATION ................................................ 20 PROPOSED PROJECT SCHEDULE ........................................................................... 21 Additional Information ................................................................. 22 Memorandum of Insurance ......................................................... 26 Certificate of Authority ................................................................. 28 Core & Main Master Services Agreement ................................... 29 Pricing .......................................................................... 18 29 of 74 5 Proposer Company Overview ORGANIZATIONAL STRUCTURE AND CREW CONFIGURATION As the prime contractor, Core & Main will take responsibility for our subcontractors and remain the key point of contact throughout the duration of the project. CORE & MAIN Core & Main LP was established in 2004 and built on the foundation of 80+ legacy companies, including HD Supply Waterworks, Hughes Supply, and National Waterworks. Our products are integral to building, repairing, and maintaining water and wastewater systems. They serve as part of the basic municipal infrastructure required to support population and economic growth, including residential and commercial construction. C&M holds a leading market position in the United States for water, sewer, storm drain, and fire protection products. HYDROCORP Founded in 1983 and incorporated in 1988. HydroCorp core services are Municipal Water System Cross-Connection Control Program Management, Onsite Cross-Connection Hazard Surveys/Inspections and Water Meter Replacement Labor and Administrative Services. The firm has grown from two employees to a staff of over 85 full time associates in multiple states. We still have our first customer! Core & Main Kirk Peterson Project Manager HydroCorp Dave Cardinal VP Municipal Division Scott Mitchell Director of Ops/Project CC Control Supervisor Ryan Schaeffer Director, Meter Division, and Meter Project Director/Foreman Ryan Hensley Administrative Account Manager Craig Wolf New CCC Development and Water Meter Replacement Sales 30 of 74 6 EXPERIENCE WITH BS&A FINANCIAL SOFTWARE HydroCorp will work with BS&A, as we have in the past to generate a weekly import file to assist in the seamless integration of data needed. This will be generated and tested before project kickoff. 31 of 74 7 PROJECT MANAGER QUALIFICATIONS Kirk Peterson will act as the Project Manager for this project, and his resume is included below. His biography is included in the “Capacity” section of our response. 32 of 74 8 FOREMAN/SUPERVISOR QUALIFICATIONS RYAN SCHAEFFER-DIRECTOR, METER DIVISION, AND METER PROJECT DIRECTOR/FOREMAN Ryan is a seasoned water professional; he began his career with HydroCorp as a meter installer and has installed thousands of meters of various sizes. He has worked diligently and proven his skills as an installer and a team leader. Ryan has successfully led and managed meter installation projects and installation teams. Ryan’s duty as Project Manager is to keep a consistent communication stream between all parties, including field staff, clients, and upper management. Furthermore, he partners with the Director of the Meter Division on preparation, logistics, and resource allocation to ensure the efficient completion of current projects and a seamless transition into the new metering system. INSTALLER/INSPECTOR QUALIFICATIONS In 2014, HydroCorp was requested by an existing Municipal Client to assist in replacement of water meters during the same site visit as the Cross-Connection Inspections being performed by HydroCorp. Over time and by additional client requests for meter replacement services, HydroCorp now employs over 25 full-time professionals assigned to Water Meter Replacement projects and water customer care communications. All HydroCorp staff are full time employees, and have completed HydroCorp training and background checks upon their hire date. All employees will be fully uniformed and possess HydroCorp ID cards on their person. HydroCorp highly recommends the Utility issue contractor badges to HydroCorp employees, listing HydroCorp and installer name as an approved contractor for the City meter installation project. This also helps to mitigate and alleviate customer skepticism and phone calls to the City. HydroCorp will provide a link on the appointment site describing its COVID-19 preparedness and response plan, its Personal Protective Equipment (PPE) policy, and description of a Coronavirus safety practices while performing a water meter replacement. Example plan: www.hydrocorpinc.com/covid-19 HydroCorp’s standard practice is to pick up and return new and old meters and materials daily. This is always from a designated location provided by various entities. All material is then logged and identified with our check-in / check-out process. This ensures project material is present while identifying items for procurement. 33 of 74 9 CONCURRENT PROJECTS Core & Main is responsible for over 1,900 successful AMR/AMI projects across the United States, and in addition to our local sales team, encompasses a National Metering team focused on selling, managing, and supporting metering projects. We are currently working on the following projects in the state of Minnesota: Eden Prairie Big Lake EXPERIENCE AND QUALIFICATIONS MUNICIPAL INSTALLATION EXPERIENCE Monona, WI from 1.1.21 – 7.31.21 installation of 2,700 Badger water meters and the scope of work included onsite Cross Connection Control surveys during meter replacement. o Contact- Dan Stephany DPW Director dstephany@ci.monona.wi.us 608-222-2525 Prescott, WI from 3.1.16-12.30.16 installation of 1,750 Kamstrup water meters and the scope of work included Cross Connection Control surveys during meter replacement. o Contact- Jayne Brand City Administrator jbrand@prescottcity.org 715-262-5544 Chetek, WI from 3.1.17-12.30.17 installation of 1,126 Kamstrup water meters and the scope of work included Cross Connection Control surveys during meter replacement. o Contact- Dan Knapp Director of Public Works dknapp@cityofchetek-wi.gov 715-924- 4236 Weston, WI from 11.1.17-6.30.18 installation of 2,800 Sensus water meters and the scope of work included Cross Connection Control surveys during meter replacement. o Contact-Keith Donner Public Work Director kdonner@westonwi.gov 715-241-2606 Seymour, WI from 7.1.18-12.31.18 installation of 1,014 Kamstrup water meters and the scope of work included Cross Connection Control surveys during meter replacement. o Contact: John Schoen Director of Public Works jschoen@seymourutil.com 920-833-2397 Eden Prairie MN from 3.1.22-Current installation of 17,000+ Badger water meters. o Contact: Rick Wahlen Manager of Utility Operations rwahlen@edenprairie.org 952-949-8530 CROSS-CONNECTION EXPERTISE Please see the “Municipal Installation Experience” section above. 34 of 74 10 HydroCorp maintains ongoing contracts for Cross-Connection Control Program management and Inspections for over 400 Public Water Systems in five states. In 2014, HydroCorp was requested by an existing Municipal Client to assist in replacement of water meters during the same site visit as the Cross-Connection Inspections being performed by HydroCorp. Over time and by additional client requests for meter replacement services, HydroCorp now employs over 25 full-time professionals assigned to Water Meter Replacement projects and water customer care communications. HydroCorp has replaced over 75,000 water meters within 52 midwestern public water systems. HydroCorp currently monitors cross-connections/backflow prevention of 626,000 facilities. HydroCorp annually performs approximately 75,500 onsite cross-connection survey/inspections. HydroCorp monitors 910,000 Backflow Preventers at services connected to public water supplies. HydroCorp manages the discovery, correction and elimination of over 49,900 cross- connections, annually. DATA MANAGEMENT Utilizing HydroCorp’s proprietary software HydroSoft I/O and in-field tablet computers, HydroCorp Meter Technicians will record all required information specified within the request for proposal. HydroCorp captures a minimum of 4 – 7 photos per account/installation. The photos can include any of the following in the specified order; 1) Old meter setting found before installation 2) Old meter serial number, 3) Old meter reading, 4) New meter # and transmitter, 5) New meter setting after installation, 6) Confirmation of activation – photo of activation screen, fob, new meter register, or any device utilized for activation, 7) House, apartment, or business address. Alternate photos can be taken in place of any of the mentioned photos above. PROJECT MANAGEMENT Kirk Peterson will be responsible for managing the Columbia Heights Meter Replacement Project, please refer to his qualifications in the respective section. Meter replacement projects with AMI technology are complex, each with unique elements. Core & Main understands and manages these intricacies and is the industry leader in AMI system deployments. o A master schedule developed and managed. o Scope and budget established, and changes managed. o Meter configurations finalized, and equipment ordered and delivered. 35 of 74 11 o An AMI network infrastructure and backhaul established and tested. o Software installed, configured, and tested. o System integration between the CIS/Utility Billing software and the work order management system developed and tested. o Various project stakeholders must collaborate and be held accountable. o Project-specific processes and procedures established and monitored. o Stakeholders kept apprised of project status and issues. o Risks identified and managed. Core & Main’s Project Management team's enviable experience and proven project deployment methodology have earned Core & Main a leadership role in implementing successful AMI programs. The CORE+ team is knowledgeable and experienced, with PMP®-certified project managers, Mechanical and Computer Engineers, AMI specialists, software managers, business analysts, and metering subject matter experts. The CORE+ team utilizes a structured methodology with proven processes and procedures in planning, safety, quality, deployment, and communication to successfully implement AMI systems. This foundation enables Core & Main’s experienced and dedicated team to deliver projects on time, within budget, and with industry-leading customer satisfaction. Core & Main employ proven methods to ensure proper project planning,a critical success factor. Necessary activities completed in collaboration with the Utility during the Planning phase include identifying key Stakeholders, finalizing scope and deliverables, and developing the project plan and master schedule. The Project Manager will work diligently with suppliers, representatives of systems requiring integration, other vendors/subcontractors, and the city to develop a realistically aggressive schedule to set reasonable expectations from the start and then manage it accordingly. Other activities completed during this phase include obtaining stakeholder commitments, identifying city processes (i.e., customer service and hybrid billing during meter deployment) to be modified, defining community engagement methods, defining installation route sequencing and read/billing blackout periods, determining unique field scenarios and processes, and defining and documenting the testing phase. PLAN SAFETY 36 of 74 12 Core & Main is committed to providing employees with a safe working environment and complying with all federal, state, and local safety regulations. Workplace safety is not a burden on a project but rather a required daily focus integrated into our training and deployment processes and procedures. Quality assurance is an integral part of every Core & Main AMI meter deployment project. The two main areas of quality focus are fieldwork and data. Throughout the meter deployment project, staff will monitor meter installation quality in the field and adjust processes to meet unique project circumstances. Core & Main Project Managers and Installation Supervisors conduct the field audits. Data collection accuracy during the installation process is a critical success factor. We employ a data validation team to ensure that the equipment serial numbers, final read, and other data logged in the field match the information captured by the photos. Discrepancies are field- verified and corrected to ensure accurate meter exchange data transmitted to city systems. Planning and Periodic Status Meetings. For the stakeholders engaged in the project (i.e., Utilities, Billing, and Customer Service), Core & Main will conduct periodic meetings to facilitate collaboration during the project's planning phase, along with status update meetings throughout the project. Core & Main is committed to providing employees with a safe working environment and complying with all federal, state, and local safety regulations. Workplace safety is not a burden on a project but rather a required daily focus integrated into our training and deployment processes and procedures. CROSS-CONNECTION SUPERVISION Dave Cardinal, Vice President Municipal Division Dave has over twenty years’ experience as a water professional and has a successful record of accomplishments in the cross-connection control industry. Experienced in program development, project management, developing and conducting employee education and training programs, developing and instructing State certified education and training classes, quality assurance, customer service, and client satisfaction. He is responsible for establishing business practices, field operation procedures, and administrative functions related to cross connection control program management. Dave is an ASSE Certified Instructor for multiple ASSE Certifications related to Cross-Connection Control and Backflow Prevention. Dave also has been a speaker at numerous Water Industry Conferences. QUALITY COMMUNICATION 37 of 74 13 Scott Mitchell, Municipal Director of Operations Scott Mitchell has over 38 years’ experience as a water professional serving municipal systems and the cross-connection control industry. Scott started his employment with HydroCorp in 2012 as Field Inspector and was promoted to Midwest Director of Operations in 2018 and promoted to Municipal Director of Operations in 2024. He is experienced in customer relations, program operations, and cross-connection control field training. Responsibilities include administrative functions related new and existing contracts, overseeing scheduling and quality control. Scott’s credentials are Grade 1 DNR Certification for Distribution, Groundwater, and VOC removal. ASSE Surveyors course and ASSE 5000 Series certification. PERFORMANCE HISTORY Eden Prairie MN from 3.1.22-Current installation of 17,000+ Badger water meters. o Contact: Rick Wahlen Manager of Utility Operations rwahlen@edenprairie.org 952-949- 8530 CAPACITY HydroCorp and Core & Main posses the sufficient resources and staffing to execute the complete scope of work within the project’s established timelines, considering both current and planned workloads. We’ve included the biographies of the key staff involved in this project below: Kirk Peterson, Sr. Municipal Advisor/Project Manager – Core & Main Kirk Peterson brings a wealth of expertise to the project team, boasting an illustrious career spanning more than two decades in project management across the construction and municipal utilities sectors. His tenure in these industries have given him a profound understanding of the intricacies and challenges involved in meter replacement projects. Kirk joined the Core & Main team as a Senior Municipal Advisor in June of 2013, and has successfully orchestrated the seamless execution of over 23-meter replacement projects within his time here. He is known by his colleagues and customers for his hands-on approach when engaging with utilities, fostering relationships built on trust and reliability. Kirk is responsible for leading the project management and municipal sales for Core & Main’s Meter Initiative and PVF Sales in Minnesota. 38 of 74 14 Dave Cardinal, Vice President Municipal Division – HydroCorp Dave has over twenty years’ experience as a water professional and has a successful record of accomplishments in the cross-connection control industry. Experienced in program development, project management, developing and conducting employee education and training programs, developing and instructing State certified education and training classes, quality assurance, customer service, and client satisfaction. He is responsible for establishing business practices, field operation procedures, and administrative functions related to cross connection control program management. Dave is an ASSE Certified Instructor for multiple ASSE Certifications related to Cross-Connection Control and Backflow Prevention. Dave also has been a speaker at numerous Water Industry Conferences. Scott Mitchell, Municipal Director of Operations – HydroCorp Scott Mitchell has over 38 years’ experience as a water professional serving municipal systems and the cross-connection control industry. Scott started his employment with HydroCorp in 2012 as Field Inspector and was promoted to Midwest Director of Operations in 2018 and promoted to Municipal Director of Operations in 2024. He is experienced in customer relations, program operations, and cross-connection control field training. Responsibilities include administrative functions related new and existing contracts, overseeing scheduling and quality control. Scott’s credentials are Grade 1 DNR Certification for Distribution, Groundwater, and VOC removal. ASSE Surveyors course and ASSE 5000 Series certification. Ryan Schaeffer-Director, Meter Division – HydroCorp Ryan is a seasoned water professional; he began his career with HydroCorp as a meter installer and has installed thousands of meters of various sizes. He has worked diligently and proven his skills as an installer and a team leader. Ryan has successfully led and managed meter installation projects and installation teams. Ryan’s duty as Project Manager is to keep a consistent communication stream between all parties, including field staff, clients, and upper management. Furthermore, he partners with the Director of the Meter Division on preparation, logistics, and resource allocation to ensure the efficient completion of current projects and a seamless transition into the new metering system. Ryan Hensley, Administrative Account Manager – Municipal Division – HydroCorp As an Administrative Account Manager Ryan Hensley is responsible for providing administrative support to field surveyors, regional managers and division directors with all components associated with managing a comprehensive cross connection control program, in addition to providing highest level of customer service to our municipal clients. Ryan has been a member of the HydroCorp 39 of 74 15 team for over 10 years and is an ASSE 5150 certified Backflow Prevention Program Administrator. Ryans staff will be responsible for answering all water customer phone calls. Craig Wolf, New CCC Program Development and Water Meter Replacement Sales – Midwest Region – HydroCorp Since 2009 at HydroCorp, he was responsible for identification of hazards and deficiencies and determining proper recommendations for over 130 municipal client cross-connection control programs in Wisconsin. Certified by ASSE 5120 for Cross-Connection Control Surveying, Craig applies years of field experience to offering solutions for public water systems that are cost effective. In the past 5 years, Craig has been focused on client retention efforts, and developing new HydroCorp business relations. CUSTOMER COMMUNICATION METHODS HydroCorp will devise a postal notification letter to inform water customers of required meter replacement during a specific date range specified in the letter. Letters will be approved by the City to use by HydroCorp and include City branding. Notification letter to include advising owner/occupant of temporary water disconnection and responsibilities of owner for providing unobstructed access to within 8 cubic feet surrounding the existing water meter including operational valves for shut off. Postal notifications/letters are customizable and draft versions are presented for approval to City prior to actual mailing of notices. Each postal notification indicates a unique nine-character reference code that is specific to the account or water customer. This allows the customers to access the HydroSoft I/O online scheduling portal and ensures appointments are set for specific customers or addresses. This unique reference code populates the customer information when input, which ensures and mitigates human error when scheduling. Examples of this would be transposed, missing and/or too many numbers within addresses house/business number or deviations between Dr., Cir., Ct., St., etc. City administrative access is available to all necessary project parties. These can be created for specific individuals, departments, or projects. HydroCorp provides a demonstration of the City Online- Portal as well as a user guide with step-by-step processes, capabilities, and limitations. This user access is available through our website, which can be accessed by any device with internet connections/access. 40 of 74 16 Customer notifications through HydroSoft I/O, can be delivered to each customer in (2) three different forms; postal or email notifications are available if included with the provided customer data obtained from the utility/billing software. These different forms of notifications are queued based on specific intervals typically set at (14) fourteen days. Thus, (14) fourteen days from the first notices, second notices will automatically be available for distribution (same with second to third when applicable). ONLINE SCHEDULING SYSTEM HydroCorp will devise and host a dedicated website page for setting appointments with water customers at specific intervals during normal business hours. Water customers will have access to schedule their own appointments via a free and secure appointment website system. Website link will be presented on postal notices and City website. HydroCorp will provide designated City staff with online access to the live appointment schedule system. 41 of 74 17 Example Public Awareness/Appointment Web Page included with scope of work: TELEPHONE SUPPORT HydroCorp has a full-time staff of dedicated Customer Service Representatives (CSR), who are trained and well versed, in the water meter and cross-connection control industry. This allows for rapid responses, top-notch customer/contractor interactions, and a seamless process from receipt of scheduling notice, to completed installation and anything thereafter, that the customer may need. This support phone number and hours of operation are listed within each customer notice. An online live-chat feature will also be available during business hours. HydroCorp Field Technicians will provide each customer with a toll-free emergency business card. This card contains the phone number to our 24/7 emergency call center. The emergency call center will contact project personnel to resolve any customer issue, concern, question, or leak, after installation, that is a result of HydroCorp’s workmanship. HydroCorp’s response to any call or any item, is well within the 24hr response time, between first report and resolution. TEXT MESSAGING CAPABILITIES Postal notifications/letters are customizable and draft versions are presented for approval to City prior to actual mailing of notices. Each postal notification indicates a unique nine-character reference code that is specific to the account or water customer. This allows the customers to access the HydroSoft I/O online scheduling portal and ensures appointments are set for specific customers or addresses. This unique reference 42 of 74 18 code populates the customer information when input, which ensures and mitigates human error when scheduling. Examples of this would be transposed, missing and/or too many numbers within addresses house/business number or deviations between Dr., Cir., Ct., St., etc. The assigned Water Meter installer will notify the water customer via text when they are in route. City administrative access is available to all necessary project parties. These can be created for specific individuals, departments, or projects. HydroCorp provides a demonstration of the City Online- Portal as well as a user guide with step-by-step processes, capabilities, and limitations. This user access is available through our website, which can be accessed by any device with internet connections/access. Customer notifications through HydroSoft I/O, can be delivered to each customer in (2) three different forms; postal or email notifications are available if included with the provided customer data obtained from the utility/billing software. These different forms of notifications are queued based on specific intervals typically set at (14) fourteen days. Thus, (14) fourteen days from the first notices, second notices will automatically be available for distribution (same with second to third when applicable). CUSTOMER EDUCATION VIA WEBSITE HydroCorp will devise and host a dedicated web page (at no extra charge) for water customers to set their own appointments, view detailed information and educational videos related to the project. 43 of 74 19 This page will include photos of all installers and could include other means of educational material pertaining to the project such as a what to expect during the install video, photos of a good and bad valve, and so on. Example Public Awareness/Appointment Web Page included with scope of work: DOCUMENTATION PROCESS Utilizing HydroCorp’s proprietary software HydroSoft I/O and in-field tablet computers, HydroCorp Meter Technicians will record all required information specified within the request for proposal. HydroCorp captures a minimum of 4 – 7 photos per account/installation. The photos can include any of the following in the specified order; 1) Old meter setting found before installation 2) Old meter serial number, 3) Old meter reading, 4) New meter # and transmitter, 5) New meter setting after installation, 6) Confirmation of activation – photo of activation screen, fob, new meter register, or any device utilized for activation, 7) House, apartment, or business address. Alternate photos can be taken in place of any of the mentioned photos above. 44 of 74 20 GIS LOCATION AND PHOTOGRAPHS HydroCorp will document location of water meter as well as provide GPS coordinates. HydroCorp captures a minimum of 4 – 7 photos per account/installation. The photos can include any of the following in the specified order; 1) Old meter setting found before installation 2) Old meter serial number, 3) Old meter reading, 4) New meter # and transmitter, 5) New meter setting after installation, 6) Confirmation of activation – photo of activation screen, fob, new meter register, or any device utilized for activation, 7) House, apartment, or business address. Alternate photos can be taken in place of any of the mentioned photos above. CROSS-CONNECTION SURVEY DOCUMENTATION HydroCorp to provide the following Cross Connection Control Inspection services when exchanging residential water meters: HydroCorp will perform a comprehensive cross connection control inspection at each residential home where water meters are replaced. The inspection will not be applicable to Commercial, Public Authority or Multi-Family locations. HydroCorp will document and inventory all backflow prevention assemblies, devices, and methods during the onsite survey and be made available in an electronic and Excel format to the Utility. HydroCorp will inventory and document all existing backflow prevention devices and assemblies on the outside and around the water meter for proper installation. HydroCorp will inventory and document all existing Sump Pumps. HydroCorp will inventory and document all existing Down Spouts. HydroCorp will generate all inspection notifications for non-compliant homeowners informing them of installation requirements or required corrective action. Specific plumbing code reference and written corrective action recommendations will be included for each non-compliant home. A detailed corrective action report for each non-compliant residential home will be provided to the Utility. HydroCorp will provide full-time and Toll-Free phone call support for customer questions. Phones will be staffed during normal business hours between Monday through Friday. An external answering service is utilized for overflow and after-hours calls. HydroCorp will document a degree of hazard and appropriate future re-survey frequency upon completion of each survey. HydroCorp will provide a comprehensive summary of all cross-connection inspections completed and compliance status in electronic and Excell format to the Utility. Records will be accessible via a secured website and include property address. HydroCorp will record any private wells found and make sure they are not connected to the public water supply. Private wells will be reported to the Utility. 45 of 74 21 HydroCorp will provide a full time employed individual, or individuals to oversee the project with American Society of Sanitary Engineering credentials (ASSE) 5120 and 5150. PROPOSED PROJECT SCHEDULE Scheduling will be predicated on the fulfillment of supply. The creation of notices, account list, and online appointment site will be created shortly after award. 46 of 74 22 Additional Information HYDROCORP SCOPE OF SERVICES – METER REPLACEMENT: HydroCorp to provide the following services when exchanging water meters: HydroCorp will devise a postal notification letter to inform water customers of required meter replacement during a specific date range specified in the letter. Letters will be approved by the City to use by HydroCorp and include City branding. Notification letter to include advising owner/occupant of temporary water disconnection and responsibilities of owner for providing unobstructed access to within 8 cubic feet surrounding the existing water meter including operational valves for shut off. HydroCorp will send postal notification letters to designated water customers to ensure necessary water meter replacement appointments are confirmed. HydroCorp will devise and host a dedicated website page for setting appointments with water customers at specific intervals during normal business hours. Water customers will have access to schedule their own appointments via a free and secure appointment website system. Website link will be presented on postal notices and City website. HydroCorp will provide designated City staff with online access to the live appointment schedule system. HydroCorp will provide full-time Toll Free 800 number phone support for customer questions and appointment requests by HydroCorp Administration Staff. Direct phone contact to HydroCorp staff will be available during normal business hours excluding holidays. An external answering service is utilized for overflow and after-hours calls. HydroCorp will make 2 attempts to establish an appointment for meter replacement at each address. If email addresses are provided as part of the original account listing, HydroCorp will make additional attempts to contact water customers for appointment setting. Definition of attempts: 1st Postal Notice, 2nd Postal Notice, 3rd City HydroCorp will document in electronic format; relevant identification numbers and meter readings of each existing and new meter installed by HydroCorp. Each record will include a digital image of the old meter reading for account reference. HydroCorp will provide identification to the property owner upon arrival. HydroCorp will document location of water meter as well as provide GPS coordinates. 47 of 74 23 HydroCorp will install new water meter, associated fittings and gaskets as provided by the City or supplier. The City or the supplier will provide all consumables for the project. HydroCorp Technician shall verify activation of each meter installed, re-establish water supply and verify full water pressure at nearest tap for 30 seconds. HydroCorp will respond to reported leaks at meter junction or service control valve within 24 hours (Monday-Friday) after the incident has been reported to the City. HydroCorp will deliver removed (old) meters, transmitters and wiring to a designated area of the Public Works Building on a daily basis or alternate site provided by the City. HydroCorp will retrieve new meters, fittings and gaskets, and all other needed consumables as provided by the City and/or supplier on a daily basis during normal working hours. New meters will be available in a designated area at the Public Works Building, or alternate location. HydroCorp will provide ongoing progress meter replacement status reporting during the contract period on a weekly basis. HydroCorp will record and be able to report on the type of water service material and the size of service along with pictures and serial numbers of old and new water meters. HydroCorp reserves the right to determine safe operating condition of water shutoff control valves prior to performing any meter replacement work. City to provide on call personnel to facilitate curb stop shut offs as necessary. Control valves appearing to be in questionable condition or potentially leaking/prone to failure will be required to be replaced or repaired at the cost of building owner prior to any meter upgrade work being performed by HydroCorp. It will be at HydroCorps discretion to determine if the option to freeze would work. HydroCorp will change the meter and charge a predetermined fee for the water line freeze. HydroCorp reserves the right to determine safe operating condition of electrical grounding prior to performing any meter replacement work. If an issue, the building owner will be required to correct prior to any meter upgrade work being performed by HydroCorp and we will notify City of issue. HydroCorp shall provide the installation of the grounding wire at a predetermined per installation fee. HydroCorp shall not be responsible for damages due to faulty control valves, leaks or plumbing. All necessary plumbing repairs and costs are the responsibility of homeowner. The Company disclaims any and all liability arising from or related to operating curb stops. The Company will not be responsible for any damages, claims or liabilities of any kind or nature, 48 of 74 24 including but not limited to personal injury, property damage, financial loss, or any other losses (collectively, “Losses”) that may arise directly or indirectly from operating curb stops. The Company takes no responsibility for any action taken during the operation of curb stops by any employee, agent, contractor, or any other persons acting on behalf of the Company. The Company is not liable for any unlawful or negligent acts that may occur during operation of curb stops. The Company urges all individuals involved in operating curb stops to act in accordance with applicable law and adhere to all applicable regulations and guidelines. Additionally, the Company shall not be held liable for any failure to comply with any applicable laws and regulations in connection with the operation of curb stops. By executing this proposal, the undersigned releases and agrees to hold HydroCorp its equity owners, affiliates, managers, officers, agents, employees, successors and assigns from any and all Losses arising out of or related to the Company’s participation in operating curb stops. HydroCorp will work with BS&A, as we have in the past to generate a weekly import file to assist in the seamless integration of data needed. This will be generated and tested before project kickoff. SAMPLE REPORTING 49 of 74 25 50 of 74 26 Memorandum of Insurance Please refer to Core & Main’s memorandum of insurance below. HydroCorp’s insurance will be provided post award. 51 of 74 27 52 of 74 28 Certificate of Authority 53 of 74 29 Core & Main Master Services Agreement [CLIENT NAME] 54 of 74 30 Master Project Agreement Core & Main LP “Street Address” “City, State Zipcode” 55 of 74 Table of Contents Section Purpose and Scope .................................................................................................................................... 1 Term ......................................................................................................................................................... 2 Core & Main’s Responsibilities ................................................................................................................ 3 Client’s Responsibilities ............................................................................................................................ 4 Default of Client ........................................................................................................................................ 5 Default of Core & Main ............................................................................................................................ 6 Force Majeure ........................................................................................................................................... 7 Taxes, Permits, and Fees ........................................................................................................................... 8 Warranty .................................................................................................................................................... 9 Indemnity .................................................................................................................................................. 10 Title and Risk of Loss .............................................................................................................................. 11 Liability .................................................................................................................................................... 12 Insurance ................................................................................................................................................... 13 Safety ........................................................................................................................................................ 14 Hazardous Materials .................................................................................................................................. 15 Delays and Access ..................................................................................................................................... 16 Compliance .............................................................................................................................................. 17 Dispute Resolution .................................................................................................................................... 18 Attorney’s Fees ........................................................................................................................................ 19 Assignability ............................................................................................................................................ 20 Notices ...................................................................................................................................................... 21 Binding Effect .......................................................................................................................................... 22 Modifications ........................................................................................................................................... 23 Severability .............................................................................................................................................. 24 Privacy ...................................................................................................................................................... 25 56 of 74 Appendix A Project Scope Exhibit A-1 Project Pricing Appendix B Warranty Exhibit B-1 Manufacturers’ Warranties Master Project Agreement This Master Project Agreement (“Agreement”) dated as of _______________, 20__ (the “Effective Date”) between Core & Main LP, a Florida limited partnership (“Core & Main”), and The City of ___________________, ____ (“Client”). Core & Main and Client may be referred to herein individually as a “Party,” and jointly as the “Parties.” 1. Purpose and Scope. The Parties have entered into this Agreement for the purpose of Core & Main providing ___________________ to Client (the “Project”). Core & Main agrees to undertake the necessary work required for the completion of Core & Main’s obligations under this Agreement, including providing materials and any installation or services as specified in Appendix A (the “Work”). Client agrees to undertake all of its obligations that are identified and to pay Core & Main in the manner contemplated by this Agreement. 2. Term. The Term of this Agreement shall begin on the Effective Date and, unless earlier terminated in the manner contemplated by this Agreement, shall endure for the period specified in Appendix A. 3. Core & Main’s Responsibilities. Core & Main shall provide all Work as described in this Agreement. Without limiting the generality of the foregoing, Core & Main shall maintain supervision of all its subcontractors. Any work or services 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. 57 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 3 of 48 4. Client’s Responsibilities. 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. 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. 5. 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) Client becomes insolvent, or makes an assignment for the benefit of creditors, or should a voluntary or involuntary petition in bankruptcy or a reorganization or any adjudication of Client as insolvent or bankrupt be filed; (d) any failure of Client to comply with or perform according to the terms of this Agreement or to correct such failure to perform within thirty (30) days of receipt of written notice from Core & Main. If an event of Default by Client occurs, Core & Main will have the right to cancel this Agreement and to terminate immediately all Work hereunder without further obligation except the Client will be obligated to pay for Work performed through the date of termination, plus damages and costs incurred as a result of Client’s default. 6. Default of Core & Main. The following events shall be considered events of default on the part of Core & Main: (a) the failure of Core & Main to deliver its Work free and clear of any lien or encumbrance by any subcontractor, laborer, materialman, or other creditor of Core & Main; (b) Core & Main becomes insolvent, or makes an assignment for the benefit of creditors, or should a voluntary or involuntary petition in bankruptcy or a reorganization or any adjudication of Core & Main as insolvent or bankrupt be filed; (c) any representation or warranty (excluding a warranty as contemplated by Section 9 of this Agreement) provided by Core & Main that proves to be materially false or misleading when made, (d) any failure of Core & Main to comply with or perform according to the terms of this Agreement or to commence efforts to correct such failure to perform within thirty (30) days of notice from Client, and thereafter continuously pursue correction. In the event of default by Core & Main, Client will have the right to cancel this Agreement and to terminate immediately all Work hereunder without further obligation except the Client will be obligated to pay for Work performed through the date of termination. Additionally, Client will be entitled to recover the documented excess actual and direct costs of procuring the Work hereunder through alternate sources provided that Client makes efforts to reasonably mitigate such actual and direct costs. 7. Force Majeure. Neither Core & Main nor Client shall be responsible to each other for damage or delay that arise from Force Majeure, including but not limited to conditions beyond the reasonable control, and not the result of the fault of the impacted Party, including, without limitation acts of God, storms, extraordinary weather, epidemic or pandemic, acts of government units, strikes or labor disputes, fire, explosions, thefts, vandalism, riots, acts of war or terrorism, non-price related unavailability of materials required for the Project, and unavailability of fuel. 8. Taxes, Permits, and Fees. Core & Main shall be responsible for obtaining all permits and related permit fees associated with the Project. The Client must disclose any known fees in advance of contract signing. 58 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 4 of 48 Client shall pay sales, use, consumer, and like taxes when applicable, as well as any tariffs relating to the materials to be provided hereunder. Client shall be responsible for securing at its sole expense any other necessary approvals, easements, assessments, or required zoning changes. Core & Main shall be responsible for all taxes measured by Core & Main’s income. 9. Warranty.The extent of the warranty to be provided by Core & Main is set forth in Appendix B. 10. Indemnity. Subject to Section 12 of this Agreement: (a) Except as otherwise expressly provided in Section 10(b) below, Client assumes all liability and risk associated with the use, operation, and storage of any materials and equipment in its custody and control and for property damage, injuries, or deaths associated with or arising out of the use and operation of the Project by Client, except to the extent said damage, injury, or death is the direct result of Core & Main, its employees, and agents. (b) Core & Main agrees to indemnify, defend and hold Client, its officers and employees harmless from actual and direct losses and damages sustained by Client arising from (a) third party claims to the extent caused by the gross negligence or intentional misconduct of Core & Main, (b) breach of this Agreement or (c) violation of law. To the extent Client has paid Core & Main for its Work, Core & Main shall indemnify and hold Client and its officers and employees harmless from all claims for payment of subcontractors or materialmen hired by Core & Main for Work relating to the Project. 11. Title and Risk of Loss. Title and risk of loss for materials and equipment will pass to Client upon delivery to Client at Client’s location. If materials are not delivered to Client’s location, or if Core & Main is responsible for installation of materials and equipment prior to delivery to Client, then title and risk of loss for materials and equipment will pass to Client upon installation. 12. Liability. 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. 13. Insurance. 59 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 5 of 48 (a) During the Term of this Agreement Core & Main will procure and maintain at its own expense the following insurance coverage: (1) General Liability $1,000,000/occurrence, $2,000,000 aggregate (2) Automobile Liability $1,000,000 combined single limit (3) Worker’s Compensation, including Employer’s Liability As required by law (4) Umbrella Liability $5,000,000 (b) Core & Main will add Client as an additional insured on the above policies except Workers’ Compensation. Core & Main shall provide a certificate of insurance evidencing the above coverage. Notice of cancellation will be provided 30 days in advance. (c) Core & Main will require its Subcontractors to provide a certificate of insurance evidencing coverage acceptable to Core & Main, and to include Client and Core & Main as additional insureds. 14. Safety. Core & Main shall have the primary responsibility for 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 is expected to perform its Work are safe sites. 15. Hazardous Materials. The Project and the Work expressly excludes any Work 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. 60 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 6 of 48 16. Delays and Access. In the event of any delay, including but not limited to Force Majeure or delays caused by Client, Core & Main will notify Client in writing of the existence and nature of the delay. Client and Core & Main will then mutually agree upon any new completion dates, and pricing or 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. 17. Compliance. Core & Main and Client will comply with all applicable laws, statutes, rules, regulations, ordinances, codes, and orders of any governmental bodies, agencies, authorities, and courts having jurisdiction. [Insert following paragraph only for projects performed in Alabama]By signing this contract, the contracting parties affirm, for the duration of the agreement, that they will not violate federal immigration law or knowingly employ, hire for employment, or continue to employ an unauthorized alien within the State of Alabama. Furthermore, a contracting party found to be in violation of this provision shall be deemed in breach of the agreement and shall be responsible for all damages resulting therefrom. 18. 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. Thereafter the Parties will attempt to resolve the dispute through negotiations conducted in good faith. 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 resolved in accordance with Section 18(b) below. (b) The Parties agree that in the event any dispute between them relating to this Agreement is not resolved under Section 18(a) 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. 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. 61 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 7 of 48 (c) All disputes arising out of this Agreement shall be governed by, and construed in accordance with, the laws of the State where Client has its principal office, 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. 19. Attorney’s Fees. In the event of any litigation between Parties hereto arising from or with respect to this Agreement, the Parties will each bear their own attorneys' fees and costs of the action. 20. Assignability. Neither Party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the other Party’s prior written consent. 21. Notices. All notices and communications related to this Agreement shall be made in following address: If to Client: The City of ________________, _____ ______________________ ______________________ If to Core & Main: Core & Main LP ______________________ ______________________ With a copy to: Legal Department Core & Main LP 1830 Craig Park Court St. Louis, MO 63146 Ph: (314) 432-4700 62 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 8 of 48 Fax: (314) 432-2550 22. Binding Effect. Client and Core & Main each represent and warrant to the other that this Agreement has been duly authorized, executed and delivered by such Party and constitutes a legal, valid and binding agreement enforceable against such Party in accordance with its terms. 23. Modifications. This Agreement shall not be modified in any respect except by a written document signed and agreed to by both Core & Main and Client. 24. 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. 25. Privacy. The Privacy Policy of Core & Main may be accessed at the following URL: www.coreandmain.com/privacy-policy/. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written. “CORE & MAIN” CORE & MAIN LP By: ______________________________ Printed Name: _____________________ Printed Title _______________________ 63 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 9 of 48 “CLIENT” CITY OF _________________________ By: ______________________________ Printed Name: _____________________ Printed Title _______________________ 64 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 10 of 48 Appendix A Project Scope 1. Summary of Work. The Summary of Work for the Project contemplated hereunder consists of providing and installing (if applicable) all Project materials and equipment as listed in Exhibit A-1, and management of the installation process (if applicable) within the geographic area defined in the propagation study or such other geographic area as otherwise defined herein (the “Utility Service Area”). 2. Project Implementation Period. The Project is projected to commence on _________________________, and will be implemented over an approximate ____________ period of time. Project completion is estimated on or around ___________________. 3. Compensation. Client agrees to pay Core & Main for the Work as described in Exhibit A-1 and additionally for each supplemental item as required by Client and agreed by the parties. Core & Main reserves the right to increase prices upon thirty (30) calendar days’ notice to address factors beyond its control, including but not limited to government regulations or tariffs. Client will make payment to Core & Main within ____ days of the receipt of an invoice. 4. Installation Responsibilities of Core & Main. (a) Project Installation. Core & Main agrees to perform the Work in accordance with Client’s specifications that are attached hereto during the Project Implementation Period specified above. Core & Main will be responsible for installing the Project according to manufacturer standards and such local standards, if any, as are attached hereto. (b) Water Shutoffs. Core & Main, 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 65 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 11 of 48 disruption to water needs. In order to prevent any damage from plumbing fixtures that are sensitive to water shutoffs, Core & Main 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 Core & Main, 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. (c) Curb Stops. In the event the service location lacks a curb stop or it is defective, Core & Main or its representative will contact the Client. In this event the Client will either A) authorize Core & Main to repair the defect at the price as listed in Exhibit A-1 or as otherwise agreed by the Parties or, B) repair the defect with Client’s forces and notify Core & Main that the repair has been made or, C) exclude the meter change out from the Project. (d) Meter Boxes, Vaults, and Roadways. Core & Main is responsible for repairing any damages to meter boxes, vaults, and roadways that result from the installation of the Project; provided, however, that Core & Main shall not be liable for pre-existing conditions or leaks. Core & Main will install new meter boxes as authorized by the Client’s representative, with appropriate lid selection to be mutually agreed upon. The ________________________will retain all existing water meters and materials pulled from the ground during the installation. (e) AMI Infrastructure Work. If Core & Main’s Work includes installation of AMI infrastructure, Core & Main will install any infrastructure included in Exhibit A-1 in accordance with the manufacturer’s suggested recommendations. (f) Disposal. The ________________________ will be responsible for the disposal of all waste, debris and materials from the installation of the Project. (g) Certified Installers. In the event this Agreement includes gas or electric meters or should local laws dictate, Core & Main will ensure that the meter installers are certified by the governing board as required. (h) Liability. Water Meter Replacement: Core & Main 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 Core & Main. Core & Main is not liable for damages outside the 6” zone, 66 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 12 of 48 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. Core & Main 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) Core & Main may document them and at Client’s written request, repair them for a negotiated price. Back-Flow Prevention Devices: Core & Main will not be required to install or repair any Back-Flow Prevention Devices. Core & Main assumes no liability or responsibility for the proper functioning of these devices. Core & Main recommends that the Client notify each customer about the potential impact of thermal expansion, but leaves this decision to the discretion of the Client. (i) Non-Covered Work. Contracted meter change outs contemplate a standard meter change out. In the event that locations exist where conditions 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.), Core & Main and the Client will either agree on a price the Client will pay Core & Main to perform the work, or the Client will exclude this work from the Project. Should Core & Main, in its sole discretion, determine that any portion of the Work is unsafe, that portion of the Work will be considered nonstandard and will be excluded from the Project. 5. Responsibilities of Client during Installation. (a) Owner-Furnished Data. Client shall provide Core & Main all technical data and information in Client’s possession, including previous reports, maps, surveys, necessary for Core & Main to perform the Work. 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 its subcontractors. (c) Client Cooperation. Client support will be required during implementation of the Project 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. 67 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 13 of 48 (d) Timely Review. The Client shall examine all invoices and inspect all completed work by Core & Main in a timely manner. In the event that Client fails to make timely payment to Core & Main as a result of Client’s delay in inspecting the Work or processing Core & Main’s invoice, Core & Main reserves the right to suspend further work without penalty until such time as payment is made. The project completion date will be extended for the same duration of any such delay and suspension of Work. 68 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 14 of 48 Exhibit A-1 Project Pricing 69 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 15 of 48 Appendix B WARRANTY The warranties on Work shall be as follows: 1. Project Materials and Supplies. (a) General. Meters and equipment 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 is attached hereto as Exhibit BD-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 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 (“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 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 (the “Warranty Period”). (b) Exclusive Remedy. Upon any breach of Core & Main’s warranty as to installation Work during the applicable Warranty Period, Core & Main’s sole responsibility shall be to perform any corrective installation Work necessary to bring Core & Main’s installation Work into compliance with such requirements. 70 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 16 of 48 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. IN NO EVENT WILL THE LIABILITY OF CORE & MAIN UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID TO CORE & MAIN BY CLIENT HEREUNDER. 71 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 17 of 48 Exhibit B-1 Manufacturers’ Warranties Attached to this Exhibit B-1 are the manufacturers’ warranties for each of the manufacturers providing materials to the Project. 72 of 74 © Core & Main All Rights Reserved. Confidential and Proprietary Information Page 18 of 48 Pricing Proposal 73 of 74 74 of 74