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Home My WebLink About6088AGENDA BILL CITY OF BREMERTON 5VCITYCOUNCIL SUBJECT: Equipment Purchase and Public Study Session Date: December 11, 2019 Works Agreement with Ferguson COUNCIL MEETING Date: December 18, 2019 Waterworks for a Sensus Flexnet System Departments: PW&U and Finance Presenters: Tom Knuckey and Mike Riley Phones: (360) 473-2376 360) 473-5303 SUMMARY: Over the past seven years, Bremerton Utility staff have been replacing water meter transmitter units (MXUs) to be compatible with the Sensus Flexnet technology; this replacement is approximately 87% complete (13,000 of 15,000 installed.) This new technology allows Utility Billing staff to read, detect leaks, communicate with, shut-off and turn-on individual meters remotely. The system can also monitor and control other facilities such as street lights; however, that capability is not included in this initial contract and would require additional software. The Public Works Agreement includes three parts; purchase and installation of the equipment, set-up and integration of the software into the City's billing system, and a Software as a Service agreement. Further detail is included in the attached Council Summary. ATTACHMENTS: 1) Council Summary; 2) Equipment Purchase and Public Works Installation Agreement with Ferguson Waterworks; and 3) Sole Source Determination FISCAL IMPACTS (Include Budgeted Amount): Total cost over 5-years is $550,734.93 (including Sales Tax). 2020 cost is $283,465.40 for the hardware, installation, training and integration, plus 39,745 for the first year of software and analytics fees. On-going annual software, analytics and warranty fees are approximately $55,000/year; see Council Summary. This work is included in the Water Utility Capital Program budget. STUDY SESSION AGENDA: Limited Presentation 0 Full Presentation STUDY SESSION ACTION: x Consent Agenda General Business Public Hearing RECOMMENDED MOTION: Move to approve the Equipment Purchase and Public Works Installation Agreement with Ferguson Waterworks for purchase, installation, and on-going software and analytics of a Sensus Flexnet system in the amount of$550,734.93 including Washington State sales tax; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: IVApprove Deny Table Continue No Action Form Updated 01/02/2018 PUBLIC WORKS & UTILITIES 100 Oyster Bay Ave N Bremerton, WA 98312 April 2, 2020 Ferguson Waterworks, Inc. 11650 Clear creek RD NW Silverdale WA 98383 Project: Sensus Flexnet System Antenna Install Re: Notice to Proceed Dear Mr. Mitchell: On March 26th, 2020 we revoked our previously issued NTP in response to the changes related to the restrictions issued under the Stay Home, Stay Healthy Proclamation Order 2-25 by Governor Jay Inslee on March 23, 2020. As we have been able to make determination that we can continue with this project in 2020 the new effective date of this Notice to Proceed is April 2nd, 2020. The contract time is 160 days, therefore, the current Substantial Completion Date is September 9th, 2020 Please contact me at (360) 473-5207 or via e-mail wayne.hamilton@ci.bremerton.wa.us if you have any questions or concerns. ;;��LJi, Wayne Hamilton Utility Operation Manager Cc: File Public Works & Utilities I 3027 Olympus Drive, Bremerton, WA 98312 * Phone (360) 473-5270 * Fax (360) 473-5398 Working for and with our citizens to establish Bremerton as Puget Sound's most beautiful and livable waterfront city. PUBLIC WORKS & UTILITIES 100 Oyster Bay Ave N Bremerton, WA 98312 March 26, 2020 Ferguson Waterworks, Inc. 11650 Clear creek RD NW Silverdale WA 98383 Project: Sensus Flexnet System Antenna Install Re: Notice to Proceed Dear Mr. Mitchell: This letter is to inform you that we are revising the Notice to Proceed for the above referenced project. In light of the restrictions issued via the Stay Home, Stay Healthy Proclamation Order 20-25 by Governor Jay Inslee on March 23, 2020, we are revoking the Notice to Proceed that was issued on March 12, 2020. The contract work is currently on hold until such time that the City of Bremerton is allowed to begin work. Please contact me at (360) 473-5207 or via e-mail wayne.hamilton@ci.bremerton.wa.us if you have any questions or concerns. ;;��LJi, Wayne Hamilton Utility Operation Manager Cc: File Public Works & Utilities I 3027 Olympus Drive, Bremerton, WA 98312 * Phone (360) 473-5270 * Fax (360) 473-5398 Working for and with our citizens to establish Bremerton as Puget Sound's most beautiful and livable waterfront city. , EQUIPMENT PURCHASE AND PUBLIC WORKS INSTALLATION AGREEMENT THIS AGREEMENT is entered into between the City of Bremerton, a Washington Municipal Corporation("City"),and Ferguson Enterprises LLC("Contractor"),whose mailing address is 11650 Clear Creek Rd NW Silverdale,WA 98383. The parties wee as follows: 1. CONTRACTOR SERVICES.The Contractor shall perform the following services for the City: A. Deliver and Install Flexnet infrastructure including 4 Sensus M400B Base Stations at four locations: i. Location 1:Cheryl Street Telecommunications Tower,owned by the City of Bremerton ii. Location 2:Reservoir#6 owned by the City of Bremerton iii. Location 3:Reservoir#20 owned by the City of Bremerton iv. Location 4:Alexander North Telecommunications Tower,owned by Seattle SMSA Verizon Wireless and managed by American Tower. v. Installation shall be in accordance with the Plans and Specifications attached hereto as Exhibit A and per requirements set forth by the City of Bremerton and American Tower the management agent for the Alexander Lake North Telecommunications Tower. B. Set up the Sensus Flexnet Software System,integrate it into the City's billing system, and train staff. The work includes all necessary integration to make the Flexnet system fully functional and operational to the City's satisfaction. Staff training will be as needed and located at the City's offices. i. Costs in this task include payment of all analytics set-up fees. ii. Terms,conditions and details regarding the set-up, warranty, Implementation Training Statement of Work and fees are outlined in Exhibit B. C. 5-year Software as Service Agreement and 5 Year Annual Warranty: Ferguson acting on behalf of Sensus USA, Inc.will bill the City of Bremerton for the annual fees for software as a service agreement(SAAS)and annual warranty through the fifth year of operation between the City of Bremerton and Sensus USA,Inc.as noted in the enclosed pricing via Exhibit C. The Base Station Warranty is included into the terms and conditions of this contract via Exhibit B and Terms and Conditions of SAAS are attached as Exhibit D. Z, TIME OF COMPLETION.Contractor shall complete the work included in paragraph 1.A. and l.B.within 160 calendar days from the date of issuance of the City's Notice to Proceed. 3. COMPENSATION. The City shall pay the Contractor the total amount of $244,634.15, including applicable Washington State Sales Tax, for the work included under Paragraph 1.A. above (Flexnet Infrastructure Installation). The City shall pay Contractor the total amount of PUBLIC WORKS AGREEMENT I Flexnet System Purchase and Install 1 $38,831.25 including applicable Washington State Sales Tax,for the work included in Paragraph 1.B. above(Set-up,Integration,and Training of the Flexnet System). The City shall pay the Contractor the total amount of$267,278.53 including applicable Washington State Sales Tax,for the work included in Paragraph 1.C. above (annual Analytics and Warranty Fee). The Contractor shall invoice the City monthly,via the Schedule of Values in Exhibit E,for the work included in Paragraph IA and 1 B above, and annually for the work included in Paragraph 1.0 as per the SAAS agreement in Exhibit D.The City will pay for the portion of the work described in the payment application and invoice that has been completed by the Contractor and approved by the City.The City payment shall not constitute a waiver of the City's right to final inspection and acceptance of the project. A. Performance Bond. Pursuant to Chapter 39.08 RCW, the Contractor shall provide the City a performance bond for the full contract amount to be in effect until thirty(30)days after the date of final acceptance,or until receipt of all necessary releases from the State Department of Revenue and the State Department of Labor and Industries and until settlement of any liens filed under Chapter 60.28 RCW,whichever is later. B. Retainage.The City shall hold back a retainage in the amount of five percent(5%)of any and all payments made to contractor for a period of thirty(30)days after the date of final acceptance,or until receipt of all necessary releases from the State Department of Revenue and the State Department of Labor&Industries and until settlement of any liens filed under Chapter 60.28 RCW,whichever is later. C. Defective or Unauthorized Work.The City reserves its right to withhold payment from Contractor for any defective or unauthorized work.Defective or unauthorized work includes,without limitation!work and materials that do not conform to the requirements of this agreement;and extra work and materials furnished without the City's written approval.If Contractor is unable,for any reason,to satisfactorily complete any portion of the work,the City may complete the work by contract or otherwise,and Contractor shall be liable to the City for any additional costs incurred by the City."Additional costs"shall mean all reasonable costs,including legal costs and attorney fees,incurred by the City beyond the maximum Contract price specified above.The City further reserves its right to deduct the cost to complete the Contract work,including any Additional Costs, from any and all amounts due or to become due the Contractor. D. Final Payment: Waiver of Claims. THE MAKING OF FINAL PAYMENT (EXCLUDING WITHHELD RETAINAGE) SHALL PRECLUDE ALL CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY CONTRACTOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. E. Liquidated Damages, CITY and the CONTRACTOR recognize that time is of the essence for this Agreement and that the CITY will suffer financial loss if the services are not completed within the time specified in Article 2 herein plus any extensions thereof allowed in accordance with Section7 of this agreement.They also recognize the delays,expense,and difficulties involved in proving in a legal proceeding the actual loss suffered by the CITY if the services are not completed on time. Accordingly, instead of requiring any such proof, the CONTRACTOR shall pay the CITY liquidated damages in the amount of$500 per day after the date of Physical Completion for each phase. F. Payment procedures. CONTRACTOR shall submit Applications for Payment in accordance with Exhibit E,the Schedule of Values,which may be modified by the Change Orders.Applications for Payment will be processed by the City as provided in Exhibit E. PUBLIC WORKS AGREEMENT I Flexnet System Purchase and Install 2 G. Fees,Except for fees that are the responsibility of the Contractor,the Owner shall secure and pay for necessary approvals,easements,assessments and charges required for construction,use or occupancy of permanent structures or for permanent changes in existing facilities. 4. INDEPENDENT CONTRACTOR.Contractor is and shall be at all times acting as an independent contractor and not as an employee of the City.The Contractor shall secure at its expense,and shall be responsible for all payments of income tax, social security, state disability insurance compensation,unemployment compensation,and all other payroll deductions for the Contractor,officer, agents,employees and sub-contractors.The Contractor shall also secure all applicable business licenses, if required, in connection with the contract services, including all required licenses for Contractor's officers,agents,employees and sub-contractors. 5. TERMINATION. The City may terminate this agreement for good cause. "Good cause"shall include,without limitation,any one or more of the following events: A. The Contractor's refusal or failure to supply a sufficient number of properly skilled workers or proper materials for completion of the Contract work. B. The Contractor's failure to complete the work within the time specified in this agreement. C. The Contractor's failure to make full and prompt payment to sub-contractors or for material or labor. D. The Contractor's failure to comply with staff training and implementation modules. E. The Contractor's persistent disregard of federal, state or local laws, rules or regulations. F. The Contractor's filing for bankruptcy or becoming adjudged bankrupt. If the City terminates this agreement for good cause,the Contractor shall not receive any further monies due under this agreement until the Contract work is completed. 6. PREVAILING WAGES.Contractor shall file a"Statement of Intent to Pay Prevailing Wages" with the State of Washington Department of Labor&Industries prior to commencing the Contract work. Contractor shall pay prevailing wages and comply with Chapter 39.12 of the Revised Code of Washington,as well as any other applicable prevailing wage rate provisions.The latest prevailing wage rate revision issued by the Department of Labor and Industries is attached to Exhibit C. 7. CHANGES.The City may issue a written work change directive for any change in the Contract work during the performance of this agreement. If the Contractor determines, for any reason, that a change order is necessaty, Contractor must submit a written change order request to the City's project manager within two(2)business days of the date the Contractor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Contractor's costs or time for performance,the City will make an equitable adjustment. The City will attempt,in good faith,to reach agreement with the Contractor on all equitable adjustments. PUBLIC WORKS AGREEMENT ( Hexnet System Purchase and Install 3 r However,if the parties are curable to agree,the City will determine the equitable adjustment as it deems appropriate. The Contractor shall proceed with the change order work upon receiving a written work change directive or change order from the City. If the Contractor fails to require a change order within the time allowed,the Contractor waives its right to make any claim or submit subsequent change order requests for that portion of the contract work. If the Contractor disagrees with the equitable adjustment the Contractor must complete the change order work;however,the Contractor may elect to protest the adjustment as provided below: A. Procedure and Protest by the Contractor. If the Contractor disagrees with anything required by a work change directive or change order, including any direction, instruction, interpretation,or determination by the City,the Contractor shall: a. Immediately give a signed written notice of protest to the City; b. Supplement the written protest within fourteen(14)calendar days with a written statement that provides the following information: i. The date of the Contract's protest. ii. The nature and circumstances that caused the protest. iii. The provisions in this agreement that support the protest. iv. The estimated dollar cost,if any,of the protested work and how that estimate was determined. v. An analysis of the progress schedule showing the schedule change or disruption if the Contractor is asserting a schedule change or disruption. B. Complete Records. The Contractor shall keep complete records of extra costs and time incurred as a result of the protested work.The City shall have access to any of the Contractor's records needed for evaluating the protest. C. Evaluation. The City will evaluate all protests, provided the procedures in this section are followed.If the City determines that a protest is valid,the City will adjust payment for work or time by an equitable adjustment.No adjustment will be made for an invalid protest. D. Contractor's Duty to Complete Protested Work. In spite of any protest, the Contractor shall proceed promptly with the work as the City has ordered. E. Contractor's Acceptance of Changes, The Contractor accepts all requirements of a change order by: (1)endorsing it, (2)writing a separate acceptance,or(3)not protesting in the way this section provides. A change order that is accepted by Contractor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs,including costs of delays related to any work,either covered or affected by the change. F. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Contractor also waives any additional entitlement and accepts from the City any written order (including directions,instructions,interpretations,and determination). G. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section,the Contractor completely waives any claims for protested work and accepts form the City any written order(including directions,instructions,interpretations,and determination). PUBLIC WORKS AGREEMENT I Flexnet System Purchase and Install 4 8. CLAIMS. The Contractor shall give written notice to the City of all claims other than change orders within fourteen(14)calendar days of the occurrence of the events giving rise to the claims. Any claim for damages, additional payment for any reason, or extension of time, whether under this agreement or otherwise, shall be conclusively deemed to have been waived by the Contractor unless a timely written claim is made in strict accordance with the applicable provisions of this agreement; or,if (and only if)no such provision is applicable,unless that claim is set forth in detail in writing and received by the City within seven(7)calendar days from the date Contractor knew,or should have known,of the facts giving rise to the claim. At a minimum,a Contractor's written claim must include the information set forth regarding protests in Section 7,A.2.a-e.FAILURE TO PROVIDE A COMPLETE,WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY.Contractor must,in any event, file any claim or bring any suit arising from or connected with this agreement within 120 calendar days from the date the contract work is complete. 9. WARRANTY. The Contractor shall correct all defects in workmanship, and materials within one year from the date of the City's acceptance of the Contract work, including work that was done by sub-contractors. When defects are corrected, the warranty for that portion of the work shall extend for one year form the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven(7)calendar days of its receipt of notice from the City of the defect.If the Contractor does not accomplish the corrections within a reasonable time, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 10. INDEMNIFICATION. Contractor shall defend, indemnify and hold the City, its officer, officials,employees,agents and volunteers harmless from any and all claims,injuries,damages, losses or suits including all legal costs and attorney fees, arising out of or in connection with the performance of this agreement,except for injuries and damages caused by the City's sole negligence. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115,then,in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, its officials,employees,agents and volunteers,the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITUTES THE CONTRACTOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSE OF THIS INDEMNIFICATION, THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this agreement. 11. CONSTRUCTION ZONE WORKER SAFETY. The CONTRACTOR will comply at all times with its Health and Safety Plan. The Health and Safety Plan must be received by the CITY prior to mobilization and comply with current OSHA and WISHA standards for the applicable work. Construction safety is the sole responsibility of the contractor and safety requirements are to be upheld PUBLIC WORKS AGREEMENT I Flexnet System Purchase and Install 5 by contractors and subcontractors on site, Minimum requirements for personal protective equipment at the work site include hard hat, safety glasses, type 2 vest or shirt, and sturdy work boots. Contractor acknowledges the CITY's designated Safety Officer is an agent of the Engineer. The Engineer or the designated Safety Officer may stop work on site for any condition deemed unsafe,until the condition is corrected. 12. INSURANCE. The Contractor shall procure and maintain for the duration of this agreement insurance of the types and in the amounts described below against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work by the Contractor,its agents,representative,employees,sub-consultants or sub-contractors. Before beginning work on the project described in this agreement,the Contractor shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit it per occurrence and $2,000,000 general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground(XCU);and employer's liability. 3. Excess Liability insurance with limits not less than $1,000,000 per occurrence and aggregate. Any payment of deductible or self-insured retention shall be the sole responsibility of the Contractor. The City, its officials, employees, agents and volunteers shall be named as an additional insured on the insurance policy,as respects work performed by or on behalf of the Contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The Contractor's insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought,except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies.It shall be an affirmative obligation upon Consultant to advise the City's Risk Manager by fax at(360)473-5161,or by certified mail,return receipt requested to City of Bremerton, attn. Risk Management, 345 6th Street, Suite 100, Bremerton, WA 98337 within 30 days of the cancellation or suspension of any insurance policy set out herein,and failure to do so shall be construed to be a breach of this Agreement. 13. MISCELLANEOUS. A. Nondiscrimination.In the hiring of employees for the performance of work under this Agreement or any sub-contract hereunder,the Contractor,its sub-contractors,or any person acting on behalf of such Contractor or sub-contractor shall not,by reason of race,religion,color, sex,national origin, or the presence of any sensory,mental,physical disability,or sexual PUBLIC WORKS AGREEMENT I Flexnet System Purchase and Install 6 orientation discriminate against any person who is qualified and available to perform the work to which the employment relates. B. Compliance with Laws.Contractor shall comply with all federal,state and local laws, rules and regulations throughout every aspect in the performance of this agreement. C. Work Performed at Contractor's Risk.Contractor shall take all precautions necessary and shall be responsible for the safety of its employees,agents,and subcontractors in the performance of this agreement.All work shall be done at Contractor's own risk,and Contractor shall be responsible for any loss of or damage to materials,tools,or other articles used or held for use in connection with the work. D. Nonwaiver of Breach.The failure of the City to insist upon strict performance of any of the terms and rights contained herein,or to exercise any option herein conferred in one or more instances,shall not be constructed to be a waiver or relinquishment of those terms and rights and they shall remain in full force and effect E. Governine Law.This agreement shall be governed and construed in accordance with the laws of the State of Washington.If any dispute arises between the City and Contractor under any of the provisions of this agreement,resolution of that dispute shall be available only through the jurisdiction,venue and rules of the Kitsap County Superior Court,Kitsap County, Washington. F. Attornev's Fees.To the extent not inconsistent with RCW 39.04.240,in any claim or lawsuit for damages arising from the parties' performance of this agreement,each party shall be responsible for payment of its own legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit;however,nothing in this subsection shall limit the City's right to indemnification under Section 10 of this agreement. G. Written Notice.All communications regarding this agreement shall be sent to the parties at the addresses listed on the signature page of this agreement,unless otherwise notified.Any written notice shall become effective upon delivery,but in any event three(3) calendar days after the date of mailing by registered or certified mail,and shall be deemed sufficiently given if sent to the addressee at the address stated on this agreement. H. Assignment.Any assignment of this agreement by the Contractor without the written consent of the City shall be void. I. Modification.No waiver,alteration,or modification of any of the provisions of this agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Contractor. J. Severability.If any one or more sections,sub-sections,or sentences of this agreement are held to be unconstitutional or invalid,that decision shall not affect the validity of the remaining portion of this agreement and the remainder shall remain in full force and effect K. Contract Documents.The contract documents that comprise the entire agreement between the City and the Contractor concerning the services,consists of this Contract and the following attachments to this Contract: I. The information required of the Contractor,and all required certificates and PUBLIC WORKS AGREEMENT J Plexnet System Purchase and Install 7 • affidavits,warranties and manufacturer's specifications. ii. Performance Bond iii. Payment Bond iv. Exhibits and Appendices v. Contract plans and drawings vi.SAAS agreement L. Entire Agreement.The written provisions and terms of this agreement,together with any attached Exhibits,supersede all prior verbal statements by any representative of the City,and those statements shall not be construed as forming a part of or altering in any manner this agreement.This agreement and any attached Exhibits contain the entire agreement between the parties. Should any language in any Exhibit to this agreement conflict with any language contained in this agreement,the terms of this agreement shall prevail. IN WITNESS WHEREOF,the parties below have executed this agreement. ERGUSON WA E WO S,INC. THE CITY OF BREMERTON �1V•�.XN' Print Name: ck \ t Le..tl Print Nate:Grea Wheeler Title 5 ►wdzs Oe e_le 4et.,I-- 61jr Title: Mayor_ DATE 3- 9 - DATE � �1`2020 Notices to be sent to: Notices to be sent to: CONTRACTOR: CITY OF BREMERTON: FERGUSON WATERWORKS,INC._ Attn:Melinda Monroe Contracts Administrator City of Bremerton FEL Silverdale#1604 th 11650 Clearcreek Rd NW 345 6 Street, Suite 100 Bremerton.WA 98337 Silverdale, W A 98383 _ (360) 473-5306___ _ melinda.monroe@ci.bremerton.wa.us APPROVED AS TO FORM: Roger A.Lubovich Bremerton City Attorney ATTEST: Ir I Angela Hoover,City Clerk PUBLIC WORKS AGREEMENT I Flexnet System Purchase and Install 8 • EXHIBIT A: Plans and Specifications We are pleased to quote the following labor,equipment,and materials in accordance with the plans and specifications listed above.This proposal is subject to exclusions that may be listed below. Scope of work for the project to be constructed as depicted in the plans and details as described herein: JOB A:NAME&LOCATION;Reservoir#20 Proposal Scope:Installation of Senses equipment on 100'Utility Pole 1. Provide and install 100' Utility pole 2. Crane to lift Pole and Digger derrick to drill 20'hole 3. Provide Tower crew with Vehicle and associated tools to perform work 4. Installation of Senses M400 Base Station cabinet at base of utility pole 5. Installation of 7/8 Coax and connectors at RAD Center(85') 6. Installation of 1 ground bar and Coax ground kits 7. Installation of Omni antenna and Chain Mount at top of utility pole 8. Hoisting grips and Misc.hardware for Coax installation on pole 9. Perform final sweep test 10. Provide closeout documents • Electrical excluded City to perform Grand Total:$35,000.00 JOB B:NAME&LOCATION:Reservoir#6 Proposal Scope:Installation of Senses equipment and Antenna on Water Tank 1. Provide Tower crew with Vehicle and associated tools to perform work 2. Installation of Senses M400 Base Station cabinet inside existing shelter 3, Band Climbing leg with banding and blocks every4' 4. Installation of 7/8 Coax and connectors at top of tower railing(Rad Center 140') 5. Installation of 2 ground bars and Coax ground kits 6. Installation of Omni antenna and Pipe to Pipe mount on existing handrail 7. Hoisting grips and Misc. hardware for Coax installation on tower 8. Perform final sweep test 9. Provide closeout documents a. Electrical excluded City to perform Grand Total:$24,450.00 PUBLIC WORKS AGREEMENT (Between City of Bremerton and Ferguson Waterworks • • EXHIBIT A: Plans and Specifications JOB C: NAME&LOCATION:Cheryl Street Self Support Tower Proposal Scope:Installation of Senses equipment on existing Self Support Tower 1. Provide Tower crew with Vehicle and associated tools to perform work 2. Installation of Senses M400 Base Station cabinet inside existing shelter 3. Installation of 7/8 Coax and connectors at top of tower railing 4. Installation of 2 ground bars and Coax ground kits 5. Installation of Omni antenna and Pipe to Pipe mount on existing handrail-183' 6. Hoisting grips and Misc.hardware for Coax installation on tower 7. Perform final sweep test 8. Provide closeout documents Electrical excluded City to perform Grand Total:$26,710.00 JOB D: NAME&LOCATION:Alexander North ATC Tower Proposal Scope:Installation of Senses equipment on existing Self Support Tower 1. Provide Tower crew with Vehicle and associated tools to perform work 2. Installation of Senses M400 Base Station cabinet inside existing shelter 3. Installation of 1-1/4 Coax and connectors at RAD Center(178') 4. Installation of 2 ground bars and Coax ground kits 5. Installation of Omni antenna and Pipe to Pipe mount on tower cross member 6. Hoisting grips and Misc. hardware for Coax installation on tower 7. Ice Bridge from H-Frame to Cable ladder 8. Perform final sweep test 9. Provide closeout documents Electrical excluded City to perform Grand Total:$27,075.00 All Sites Exclusions-Premium time, Permits, Inspection fees,delays by others, unforeseen conditions PUBLIC WORKS AGREEMENT (Between City of Bremerton and Ferguson Waterworks EXHIBIT A: Plans and Specifications We are pleased to quote the following labor,equipment,and materials in accordance with the plans and specifications listed above.This proposal is subject to exclusions that may be listed below. Scope of work for the project to be constructed as depicted in the plans and details as described herein: JOB A:NAME&LOCATION;Reservoir#20 Proposal Scope:installation of Senses equipment on 100'Utility Pole 1. Provide and install 100'Utility pole 2. Crane to lift Pole and Digger derrick to drill 20'hole 3, Provide Tower crew with Vehicle and associated tools to perform work 4. Installation of Senses M400 Base Station cabinet at base of utility pole 5. Installation of 7/8 Coax and connectors at RAD Center(85') 6. Installation of 1 ground bar and Coax ground kits 7. Installation of Omni antenna and Chain Mount at top of utility pole 8. Hoisting grips and Misc.hardware for Coax installation on pole 9. Perform final sweep test 10. Provide closeout documents • Electrical excluded City to perform Grand Total:$35,000.00 JOB B:NAME&LOCATION:Reservoir#6 Proposal Scope:Installation of Senses equipment and Antenna on Water Tank 1. Provide Tower crew with Vehicle and associated tools to perform work 2, Installation of Senses M400 Base Station cabinet inside existing shelter 3, Band Climbing leg with banding and blocks every 4' 4. Installation of 7/8 Coax and connectors at top of tower railing(Rad Center 140') 5. Installation of 2 ground bars and Coax ground kits 6, Installation of Omni antenna and Pipe to Pipe mount on existing handrail 7. Hoisting grips and Misc.hardware for Coax installation on tower 8. Perform final sweep test 9. Provide closeout documents a. Electrical excluded City to perform Grand Total:$24,450.00 PUBLIC WORKS AGREEMENT (Between City of Bremerton and Ferguson Waterworks EXHIBIT A: Plans and Specifications JOB C: NAME&LOCATION;Cheryl Street Self Support Tower Proposal Scope:Installation of Senses equipment on existing Self Support Tower 1. Provide Tower crew with Vehicle and associated tools to perform work 2. Installation of Senses M400 Base Station cabinet inside existing shelter 3. Installation of 7/8 Coax and connectors at top of tower railing 4. Installation of 2 ground bars and Coax ground kits 5. Installation of Omni antenna and Plpe to Pipe mount on existing handrail-183' 6. Hoisting grips and Misc. hardware for Coax installation on tower 7. Perform final sweep test 8. Provide closeout documents Electrical excluded City to perform Grand Total:$26,710.00 JOB D: NAME&LOCATION:Alexander North ATC Tower Proposal Scope:Installation of Senses equipment on existing Self Support Tower 1. Provide Tower crew with Vehicle and associated tools to perform work 2. Installation of Senses M400 Base Station cabinet inside existing shelter 3. Installation of 1-1/4 Coax and connectors at RAD Center(178') 4. Installation of 2 ground bars and Coax ground kits 5. Installation of Omni antenna and Pipe to Pipe mount on tower cross member 6. Hoisting grips and Misc. hardware for Coax installation on tower 7. Ice Bridge from H-Frame to Cable ladder 8. Perform final sweep test 9. Provide closeout documents Electrical excluded City to perform Grand Total:$27,075.00 All Sites Exclusions-Premium time, Permits, inspection fees,delays by others, unforeseen conditions PUBLIC WORKS AGREEMENT (Between City of Bremerton and Ferguson Waterworks Pii_hliitA Puns an pggificalinns • 1F 1 7 r.s -- GENERALNOth ikzi t INSTALLATION OF 100'UTILITY POLE BURIED 15' ^.S.., ?r" • LEAVING US WITH OVERALL HEIGHT OF 85' =� "Y..'Qmm antenna RAD ,r- :.i '' .•' 'y ..' RAD CENTER AT 85' '?, Center al 85 r '_ ,, - ay. ! *-; •I-,' '' 7/8 HELIAX COAX WITH GROUNDS AT TOP AND z -oF?", .4 � BOTTOM. � _ CENSUS CABINET ATTACHED TO POLE. ' .} ;y �, �� ;--0 POWER SUPPLIED BY OTHERS. j • O.4r . ifr 'Ss bittypp... yOWER -r` t • boned al tS total height •7.:; ' .. . Fyn POWER TO BE SUPPLIED BY CITY OF ilk BREMERTON �,r. 40. ` —r.aai�.-li!.". l : �' FIBER — _•.. PS FERGUSON -�. su nb ep oro•,, -.i i WATERWORKS height. • �. Ø &cTowEr t +yY ggaigia • v s - ;<� �;,"►% ` `-,ti -1 SITE ADDRESS: 400 Ridge Lane NE ✓ "• . ' " 5. "Y�I Bremerton,We - S,'.• -' i-i r r • • 1 nrn[imE:47.611714 F his t r. • y t n — rONGr1VDE•_122-542519 -- ', -y`�,-f - (' ��'.".a �,; F SCALY: rtwcmxa7xE Reservior#20 i ,N, Ij -t: 1 SHEET NAME: Drawing D l , Pshbit A Plans and Specifications ti _ GENERAL NOTES . ., r - INSTALLATION OF OMNI ANTENNA ON TOP OF Ink,, �.'•%,, EXISTING WATER TANK �"= RAD CENTER AT 140' •r' \, 718 HELIAX COAX WITH GROUNDS AT TOP y ►a°t "�t WATER TANK AND INSIDE EXISTING BUILDING_ OF A. •f►s• 'k •,r V' CENSUS CABINET INSIDE BUILDING LOCATION ,.-y // `. POWER SUPPLIED BY OTHERS. %S} ll . Y r ,t 5.- -r y!i,. ` 1+1- POWER - . 3i f,4 "•`�` .- ` _s. POWER TO BE SUPPLIED BY CITY OF } ! ;sue. Gill •-- a'.:- - .. . BREMERTON x t t ' ', Ct r., .i. ' ,ti .L� • • j 4' FISEA - - _ tit.--r_ .;.yL is� ` • " _ "' � ti AF FERGUSON ► 4 , . WATERWORKS 1 ;i Reservoir 6 ' —--- _• SITEiADDRESS: 5144 W.Francis Street • fi Bremerton,Wa j eI"k�,' 1 I', �L Lnrrrruna: 47.555836 r•Rr'- _ LONGITUDE: 122.684196 1 Drawing D-I i • - SHEET NAME: r • Exhibit Al Plans and Specifications —_._.. .. - - —• GENERAL NOTES INSTALLATION OF OMNI ANTENNA ON TOP OF EXISTING WATER TANK RAD CENTER AT 140' 1 .. 1 7/8 HELIAX COAX WITH GROUNDS AT TOP OF I ., , _,,�.r•- WATER TANK AND INSIDE EXISTING BUILDING. j tz .,..-— - 1 Iff JC CENSUS CABINET INSIDE BUILDING LOCATION Existing Bundin9tor - '11 POWER SUPPLIED BY OTHERS. new iotatian. t ' �,, �. ' fir• .. 1, i r as " POWER l'` L,F'� POWER TO BE SUPPLIED BY CITY OF _ r ,iCensus M400 cabinsl il ar BREMERTON _ r jmountedlovrall - - - . "-. FIBER .::ri,....... ::,& ' ' 11 W___ - • Census cabins! -- -- I .. . i .. C r .Power provided by V. ':A: - i " -,. i ,,T. 'others .1441.00 i t i'''1.1.; 7i ' 14 t 0 FERGusoN p - 7. _._ems WATERWORKS F. ;#4 - _ •;tea r, - ..- `#gam y, pp - .+��' - 7. —e,i ",�.. .z . — _ _ 7/6Whizcoaxrouted -r�v l""" t,+ct:. 7 He ' coax a . ;existing path on water ti ;• / - -' ` '� tank _ .;p-"' -!-�. > `*r '.' F -. .- _ _ .; t:, , Reservoir 6 • • d .. • fii '- ' *r ° 5144 W.Francis Street SIT F ADDRESS: _ � Bremerton, a arW LnrmvOE: 47 555836 LONcrruDE_122.684196 2 Drawing D-1 MEET NAME: Exhibit A:Plans and Specifications GENERAL NOTES INSTALLATION OF OMNI ANTENNA ON TOP OF EXISTING WATER TANK RAD CENTER AT 140' Omni Mterma; 7/8 HELIAX COAX WITH GROUNDS AT TOP OF WATER TANK AND INSIDE EXISTING BUILDING. mow. CENSUS CABINET INSIDE BUILDING LOCATION \ (718 coax attached to 4' Y 4"?`*, APOWER SUPPLIED BY OTHERS. r I ladder with blocks . Al h\ ;++19'7fat c 3. _ tom N,.; ! POWER POWER TO BE SUPPLIED BY CITY OF '„, a 7/8 coax attached to BREMERTON I P ✓ ` ladder and hand-railing . : -,• ►'y 4. •.oMh block. FIBER It �m:P� ''.. 4~' i g 1 . . L } ' rf ate- -.� Iit ` . _ : �d FERGUSON ;411pFr411,t IWA 1; t" I WATERWORKS it-�' jf _ ] r Reservoir 6 t I 4 I - ,yam ! }'.w l SITEEADDRESS: 5144 W.Francis Street 4t1I'''-'4" t N I Bremerton,Wa *a. +P- — LATtTIUDE: 47.555836 f A 1i•Y, '� LONG[TGDE: 4" -122.684196 3 5 Drawing D-1 F�T3'va�: It I p z 2Y O a. O U 0tt 3 Aon z • o .2 o tal• r w o Z �L1 W• E q w� Z v f� Om W m • m 1, • d d N co F.'S '�Z o a_ y z m 0. a co co {�Z±{ (� r• > ❑ Cn (D (y q b�Q Z W to L►N� �� o Owl O m 0. al mZ P4 cS1 y HIHH nh � rr �' ti m U a w a m u �� •giro tt, 41,4 Jr, ry�a r,*-,.....-''5",.,5.,,.?.-,;;Stt,4551jiy.,,,,,,;..5p, ...*.,,L151.115,:,d1 i ' ' ' •'..: °:' ".. , .. Alr',':4' !t.l'it-',1'°". ':, •-,t'i';',1:15-5 viV'':;'„ Lj itl,5.,1L'L,.:.'51""/°Ii °,4!5°.5', ,'°° a i,pfi ( AfT 1 ;S `a ra� . A� � •• 1�� , � ` �} r . ! ' . , ,,.' + ." x ;��i 41;4 Ar•. ' : S py cs , 11. ,. ..C.4,t.'.' L,;,-.•"-- : . ,.----- 1. . , ' I" 11V '',% ;,, ' ,,...,'.,,.".' ....,{,,, t. l ,,-,‘... ,,,;:,,y, i ii„!ac...:„.% • .,, ,_ , .. ill. .1.! :,,,,,,,::t.,,..,,,...,..„4,,-,.,,,,, . :,..,,:.•,,,,,,,,,y,,,p,,,,,,--- \‘, ‘„.. \ ,.. ; .• 17 nc i w An Exhibit A:Plans and Specifications GENERAL NOTES INSTALLATION OG OMNI ANTENNA ON TOP OF EXISTING SELF SUPPORT TOWER RAD CENTER AT 183' 4 t Po- 7/8 HELIAX COAX WITH GROUNDS AT TOP AND x ,� . ..> r — BOTTOM. _ CENSUS CABINET INSIDE BUILDING LOCATION , ` .rr , POWER SUPPLIED BY OTHERS. ( •,, . --- ':1, -• • ...... x �. POWER A.. ,. ~_ - '�%.. POWER TO BE SUPPLIED BY CITY OF +r _ — ... —_ BREMERTON �' ,_ EJdsting port hole for , ` .._I?s FIBER � __ `penetration trough ,.y.,, ": building rt �( _ A. 7!8 hello(wax ':is _.- x. ar h I r. "Cr..."'"'... 1 ii . •Censuscabinet t= '• ', fr7r,' r .�_ _.. coax onendIcg - - ._ - =. FERGUSON � _hangers end Ice bridge � . ' ri- Census for protection from l - - - - •r falling Ice - WATERWORKS t r n _ -r - I ` : '�_ •. 11 I. _ ..t 4* -.4 x .. ,'L '..`fir'.. 718 He Iax Coax -- m,.i t*-+r„'' tom,.:,,,. SITFAADDRESS: 1925 NE Cheryl Street , _____..---- I 1 "a,y Bremerton,Wa r., '°' ..' r a' ATrmmt' 47 60�179 :Sestina!try others s 4r * 22 17468-.-' _ ..._ ' ';••,i,Wa''C.'*^ - J ,. ' ,��r sc uE r O,TQIS7D -1 6 • �"—`... '___ x t c �C;,��• 4 441. t: Y PRO]ECi:7A.ME Cheryl Street sffrrrNt,Mare: 2 Drawing D-1 Sat-el t NAME' Exhibit A:Plans and Specifications I GENERAL NOTES INSTALLATION OG OMNI ANTENNA ON TOP OF EXISTING SELF SUPPORT TOWER RAD CENTER AT 183' ':Vi 7/8 HELIAX COAX WITH GROUNDS AT TOP AND BOTTOM. 'I f'- CENSUS CABINET INSIDE BUILDING LOCATION -`, \ff%. ,.: POWER SUPPLIED BY OTHERS. //s r ..:M.�I:. i POWER i``i! POWER TO BE SUPPLIED BY CITY OF -ii<��'AZ., BREMERTON 7 �I(��/. FIBER ' ..V Att N .,�1/eik��y.t: 7-- f . fr- 1, FERGUSON • , • 41 `�� Y may•" 4.7' WATERWORKS 4 d ' : i , -• -1 %►fir • _ ,t ,1 j ,'r Z Y /j .. _. \ 1925 NE Cheryl Street • , 1 SITFkADDRESS: ' Bremerton,Wa Jk 7 /'1 tArmvDE 47.602123 / 1 LONGI u°E:_122.617468 - SCALE I PROJECT NAME.Cheryl Street - r 1 f 3 Drawing D 1 SHEET NAME EXHIBIT A: Plans and Specifications American Tower Scope of Work ATG Tower Name: Alexander Lake North Tower site 83092 ATC Tower Number: 83092 Customer: City of Bremerton Colo Project#(if available): Approved for use by(Name and Title of ATC Employee): Jason Orrick APM Requested by(Your name and position): Melinda Monroe,Contracts Administrator (All information below needs to be completed in order for ATC to review) Please list all equipment that you will be installing on the tower site. Include the following for each piece of equipment; Elevation of equipment;Model and Manufacturer;Coax lines attached to the equipment and how you plan to run the coax to the antenna(list face if SS or Guyed)or inside/out(if monopole). If an ATC Structural has been performed on the site,make sure the coax information guidelines match your description below. - Elevation 1(#of Antennas/#of Lines): RAD Center 178'with 1 Amphenol Antel Omni antenna and 1 run of 1-1/4"Coax coax attached to existing wave guide ladder. - Elevation 2(#of Antennas/#of Lines): Elevation 3(#of Antennas/#of Lines): - Elevation 4(#of Antennas/#of Lines): - Additional Elevations(if necessary): COAX Description:1-1/4"Heliax Coax attached to existing Wave Gaulde Will you be removing any existing equipment off of the tower site? If so,please list the specific equipment you are removing. Include the following for each place of equipment: Elevation of equipment;Model and Manufacturer;Coax lines attached to the equipment. N/A Will you be removing any equipment from the existing footprint? If so,please list the equipment you will be removing and its current location. N/A Will you be adding any equipment in the existing footprint? If so,please list the exact size in feet and inches and please sketch the placement of the ground equipment below and any additions or changes to the electrical work(Please do a rough sketch of the compound in the space provided below or attach signed version of ATC's Compound Sketch): 1i . 10 Pmsidential Way Woburn,MA 01801 EXHIBIT A:Plans and Specifications American Tower Scope of Work I '_ exis o!8 pow e•enb u and pane 30zinp I .ensua:abniton hoo.nd.of&Alma Wray*._. *= 1 6n .40 I7ti coax b boron on existlrgalmedwaeopuhSr . J16�'j r.Titrore•0.62 E'er hstilforpass r3 ._� i r • e.�• •.rs l List all grounding work that needs to be completed on site and where you plan to install. Rad Center 178'Coax and Antenna ground to new Buss Bar on tower.Grounding at ground level will be Ground Rod for new Sensus cabinet and 1-1- Frame at lease area. 10 Presidential Way Woburn,MA 01801 AQG-10007-02 EXHIBIT A. Plans and Specifications M400B Cabinet Quick Start Installation Guide .- Description The M400B is designed for pole mounting applications and the mounting ( hardware will accommodate varying applications and pole types.Pole 4ilT installations should be on a minimum nine inch wood,metal,or concrete type pole,The pole mounting bracket can accommodate bolts,stainless `t I steel strapping or a combination of both. • Required Hardware/Equipment (for y Bolted Installations) • 17mm socket with extension for the bolts that attach the cabinet to 41 the mounting bracket. * i • Two 1/2"diameter machine bolts(UNC thread);SAE(Grade 5 or t I I better),length to suit the pole(not provided) I • Two 1/2"diameter(I.D.)zinc-plated flat washers • Two 1/2"diameter(I,D.)hex nuts(UNC thread) • Auger or drill for boring 9/16"diameter holes in the wood pole Installation REAR SIDE VlOOD POLE MOUNT THE CABINET 0=7, — e — — — — —t1❑ 1. Remove the mounting bracket from the enclosure and use it as a template to drill 2 holes into the pole.Follow local practices for drilling the holes. 2. Secure the mounting bracket to the pole with the specified machine bolts. ° 3. Hook the top of the mounting bracket under the enclosure attachment fitting, f — , a. — — 1 — — —I 4. Secure the cabinet to the mounting bracket. -� 5. As an option,you can use utility grade stainless steel pole straps to thread through the provided slots up to 2 1/2"wide with a minimum of 3(of the wide type)if this is the primary support. • ■ 1111.01 Mem 0 Figure 1:Cabinet Mounting 5Ef5U5 EXHIBIT A: Plans .:nd Specifications . AQG-10007-02 Page 2 of 4 ._ Installation cant. BONDING/GROUNDING 0 - - i Each M400B cabinet is equipped with a master ground bar(MGB)that should be used for all - .r,i A ancillary non AC type(lightning ground)bonding connections,along with three pre-cut conduit i.L �' r'� E ,4,t` openings(112,3/4,and 1")sized to accommodate industry standard seal-type conduit fittings, .iL . pt.*-. and three watertight plugs. g 0 1 ,.`. 1. After the cabinet is mounted,attach a#6 AWG minimum(#2 preferred)stranded or �,,�' p ','!'/ equivalent braided ground conductor to the master ground bar using a 3/8"diameter TM*4./ 7. • 'rf double hale lug on a 1"center with hex bolts.Torque securely. 2. Remove one of the three water tight plugs from the base of the cabinet and run the rl `# , 0 ;4', #6 AWG(#2 preferred)stranded or equivalent braided ground conductor through the 4 connector using the desired type and size of conduit as appropriate. 3. Connect the opposite end of the conductor running from the master ground bar to the _ -- 1° appropriate lightning ground system;a ground source of 5 ohms or less is recommended. Figure 2:Master Ground Bar 4. Connect another ground conductor to the 1/4"diameter double-hole lug on a 5/8"center located on the back of the cabinet at the lower rear and then connect it to the appropriate lightning ground system.The cabinet and the master ground bar connection must be attached to the same ground wire source. CONNECT AC POWER _ a 1. Make sure that all three AC breakers are in the OFF position. 2. Remove the water tight plug from the base of the cabinet for the intended conduit attachment;any unused plugs should remain in place. Install the conduit, using the desired type and size of conduit as appropriate. 3. Base the Input wiring size on voltage drop considerations and NEC Table 310-16 for copper wire.The AC power conductor size must be in the#10- #16 range.A 120 Volt, 15 Amp minimum circuit is required. - - .. — IIIP — II 4. Connect the AC feed to the AC Input terminal block. Attach to the lugs .r1512J marked L,N,and Gas appropriate. Figure 3:Plug Locations in the Cabinet Base CONNECT THE BACKHAUL&ANTENNA c 1. Connect the backhaul to the front of the transceiver using , the provided ethernet cable. O 0". LIGHTNING ARRESTOR (LOCATED ON BOTTOM TOWARDS FRONT OF 2. There are two bulkhead connectors located to the right 0 I I CABINET) of the battery shelf on the bottom of the cabinet. The 0 front connector is for the lightning arrestor for the FlexNet O O transceiver. Connect the antenna cable to this connector if not connected already. I Figure 4:Lighting Arrestor Location NOM SEnsus EXHIBIT A: Plans and Specifications AQG-10007-02 Page 3 of 4 Installation cont. 3. The rear connector is for optional use when connecting auxiliary equipment. If this is applicable to your installation,install the necessary lightning arrestor and any other hardware as needed. 4. Connect the antenna as appropriate. BATTERY NOTE:BATTERIES ARE TYPICALLY PRE-INSTALLED AND CONNECTED 1. Turn off the battery breaker if it is not off. 2. Connect the battery cables leading from the Anderson style quick disconnect to the corresponding battery terminals. 3. Torque all connections according to the battery specifications. 4. Connect the Anderson style quick disconnect. 5. Turn the battery breaker on. Battery temperature sensor Inter-unit connector Connect positive enclosure battery Connect negative enclosure battery cable to positive terminal cable to negative terminal Battery#1 Battery#2 • Figure 5:Battery Connections AC BREAKERS 1. Turn all three AC breakers to the ON position.The power supply should start up normally. 2. Turn on the transceiver,if desired,using the switch on the front panel. sEnsus EXHIBIT A: Plans and Specifications N AQG-10007-02 MOM Page 4 of 4 Compliance Statements t t ,Warning! &ttention! The antenna used for this transmitter must net be ce-located In conjunction with any other This radio is intended for use in occupational/controlled conditions,where users have full antenna or transmitter knovrledge of then exposure and can exercise control over their exposure to meet FCC limits. This radio device is NOT authorized for general population,consumer or any carer as*. A\Attention! ee For Class B•Unintentional Radiators: &RF Radiation Hazard! This device complies with Nall of the FCC Rules.Operation is subject to the following two in order to satisfy the FCC RFexpesure limit ler transmitting devices,a separation distance conditions:(!)this device may not cause harmful interference and this device west accept ct t.52m(5 it.)or more should be maintained while operating the Senses WOO Transceiver. any Interference received,including interference that may cause undesired operation. To ensure compliance,operations at closer than this distanso are not recornmendfed.This minimum safe distance is required between personnel and this antenna of this device. l S3 Warning! &Attention! Hazardous voltages are present:to reduce(he risk of electric shock and danger to persona! This device complies with industry Canada license-exempt RSS standard(s).Operation le heolh,follow instructions provided in the product manual. subject to the following two conditions:(1)this device may:tot cause interference,and(2) this device must accept any interference,including interference that may cause undesired &Attention! operation of the device. Any modifications made to this device that are riot approved by Senses may void file authority Le present apparel est confermeaux CNR&Industrie Canada appficebles aux appareils uranted to the user by the FCC to operate equipment, radio exempts de licence.L'exploifatlen est autor(see aux deux conditions suivantes:(1) Pepperell lie doff pas produire rle brouilage,et(2)i'utitisaleur de Pepperell doll accepter tout /�/�� brouilage radieelectrique suhi,mama si le breuiiiage est susceptible d'en compronrettre to t'...�?Attention! fonctionnement. ICES-003 Class B Notice—Avis Ne1B-003,Clause s � This Class B digits!apparatus complies with CaaadlanfCES-003.Cet apparel numerique do la C=(Attention! clause B est conforme a la normeNA1B•003 du Canada, This radio transmitter,MOO Transceiver,has been approved by Industry Canada to operate with the antenna types listed below with the maximum permissible gain and required antenna r v Warning! impedance for each antenna type indicated,Antenna types not included in this list,having a For products with multiple power cords,all power cords nisei be disconnected to completely gain greater than fhe maximum gain indicated for that type,are strictly prohibited for rise with remove power from the system. this device. Le present emetteur redi°,1dd00 Tranace from,a eta apprcuve par Ion/as the Canada pour /�, fonctlonnerevec les types d'an(enne enumeres ci-dessous et cyant tan gain admissible l +•Warningl maximal et l'impettance requise pour cheque type d'antenne,Les types d'ant vine non Moles There is danger of explosion if batteries are mishandled or incorrectly replaced. On systems dans core lisle,on dont le gain est superieur as gain maximal indique,sent stricfement with repteceable batteries,replace oak with the same manufacterer and type or equivalent intern/its pour!'esp!oitalion de l'émetteor, typo recommended per the instructions provided in the product manual. • DIPOLE1odbd Do not disassemble batteries or attempt to recharge them outside the system. Do not dispose batteries in fire. Disposeof batteries properly in accordance with the rnarrufacterer's instructions and local !Attention! regulations. Under Industry Canada regulations,this radio transmitter may only operate using en antenna of a type and maximum(or lesser)gain approved for the transmitter by Industry Canada. To reduce potential radio interference to other users,the antenna type and its gain should &Attention! be so chosen that the equivalent isotropically radiated power(e,l.r.p.)is not more than that Note:This equipment hes been tested end found to comply with the limits fore Class B digliel necessary for successful device,pursuant to Part 15 of the FCC Rules.These limits are designed to provide reasonable communication. protection against harmful inter/erence in a residential installation.This equipment generates, Conlormemenl a la reglementetien&Industrie Canada,to present emetteur radio pest uses,and can radiate radio frequency energy and,if not installed and used in accordance with fonctionneravec tine antenne dein type et d'un gain maximal(ou Interim)epprouvb the Instructions,may cause harmful interference to radio cornmunicatiens-However,there is pour Pemetteur Par lndsstrie Canada.Dans is but de reduire les risques de brouilage no guarantee that interference will no(occur in a particular installation. radioalectrique a!'intention des attires utlisateurs,II taut chile rle type d'antenne et son gain if this equipment does cause harmful interleronco to radio or television reception,which can tie sorte quo la puissance lsotrope rayonnee equivalente(p-l.r.ej ne de passe pas Pintensite be determined by turning the equipment of and on,the user is encouraged to try to correct the nacessalre a l'etabtissernent d'une communication satistaisante, interference by one or more of the following measures; f/ • Reorient or relocate the receiving antenna /4�,Warning! • Increase the separation between the equipment and receiver ANTENNAS:An outdoor antenna system should per be located in the vicinity of overhead • Connect the equipment into an outlet on a circuit different term that to which the power lines or other electric light or power circuits,or where It can come in contact with such receiver is connected power lines or circuits as death or serious injury can occur,Be sure the antenna ysstenr Is • Consult the dealer oran experienced radio/TV technician for help grounded so as to provide some protection against voltage surges and built-up static charges. Section 810 of the National Electric Codo(NEC)to the U.5.A,provides information with respect 1 to proper grounding of the mast and supporting structure,grounding of the lead-in wire to • ttention! en antenna discharge unit,Mae of grounding conductors,location of antenna discharge unit, Do net dispose in fire,mix with other battery types,charge above specified rate,connect improperly,arshort circuit,iohich may result in overheating,explsnlomr or tusks go of cell connection to grounding electordes andrequlrements for the grounding electrode,Antenna grounding shell be according to the National Electrlcel Code,ANSUNFFA T0. contents. ®Copyright 2013,Sensus.Al Rights Reserved, This document is for informational purposes only.No part of this publications may be reproduced,transmitted,stored in a retrieval system,or granulated into any language in any form try any means,without the written permission of Sensus. SENSUS MAKES NO EXPRESS WARRANTIES IN THIS DOCUMENT,FURTHERMORE,THERE ARE NO IMPLIED WARRANTIES,INCLUDING WITHOUT LIMITATION,WAR- RANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.ANY USE DI'THE PRODUCTS THAT IS NOT SPECIFICALLY PERMITTED HEREIN IS PROHIBITED. 8601 Six Forks Road,Suite 700MEM Raleigh,NC 27615 5 E l 5 U 5 1-800-638-3748 EXHIBIT A: Plans and Specifications DATA SHEET FlexNet M400B2 Base Station Compact Point-to-Multipoint Base Station The Sensus FlexNet® M400B2 Base Station offers a strategic communications option for public service providers with endpoints deployed in remote or densely populated areas. The efficient transceiver can transmit and receive in a 200kHz band of spectrum.200kHz enables more dedicated channels,resulting in higher network capacity,allowing more granular data and more channels of data.And the Sensus FlexNet communication network delivers double FEATURES the transmit power of competitive systems over primary-use licensed spectrum-ensuring reliability for mission critical applications. ■ GPS receiver for time synchronization The tower-based architecture enables reliable communication of status • Duplexer for single antenna ■ IP-addressable power supply with hot- and usage information with fewer access points than other network swap capability architectures.These compact,efficient base stations fit in space- s. 8-hour battery backup constrained environments and require no air conditioning. • Alarms and reporting capability Licensed Radio Spectrum • Backhaul via Ethernet/IP In North America,FCC/IC protected primary-use spectrum avoids • Heated battery for cold weather environ- competition with other wireless services,interference from other radio ments devices and the risk of being taken over by emergency service providers • Modular construction for easy serviceability Fewer Access Points Our point-to-multipoint architecture directly connects base stations to endpoints over large geographic areas-greatly reducing the number of APPLICATIONS network backhaul connections as well as O&M costs • Two-way Advanced Meter Infrastructure Resilient Network Design (AMI) Sensus Base Stations continue to provide real time data during outages • Distribution Automation(DA) and emergencies because of eight hour plus battery backup-enabling • Demand Response(DR) better workforce management and faster service restoration • Home Area Networks(HAN) • Sensus VantagePointe Lighting Control Small Footprint Flexible pole or wall-mounting options enable strategic deployment with a discreet appearance Industry Leading Security Sensus has achieved GE/Wurldtechte Achilles'communications certification for critical infrastructure security against cyber threats IMMO MONO sEnsus a xylem brand ADS-10009-01 EXHIBIT A: Plans and Specifications FlexNee M400B2 Base Station • Compact Point-to-Multipoint Base Station w i• t • Properties Receive hanov:idth 200 KHz Transceivers Single Spectrum licensed 900 MHz PCS/MAS Duplexing Single transmit Sixteen receivers simultaneous/dedicated Applications Single Expandability No Compatibility SNMP FlexNet Requires RNI 3.x or newer Enclosures-Outdoor- Pole/Wall Mount Height 22"(55.9 cm) Width x Depth 22"(55.9 cm)x 10.5"(26.7 cm) Capacity One transceiver Temperature •40°to+122*F C) Voltage 1201VAC Battery backup 8 hours NEMA rating 4 Air conditioned I No MOM 111.111111 5 E■ ■S U rdUlRSmua All1 nJutIc1[,ur.ts.edords Nriuspwfnm J nreavb)erttoSrnau le mstdvle.:cailvhle°t a xylem brand tidier heeprJluness eornr C,orl•S.0 S3R374E Seraurraxr`'o)henghttoimdfq•he,,t<rnua,,,,r,tints L•thaetrndta:rnin,teStsu)naic.stIlearol nta.2Mkn!ntL,,..isrtr4;iari,•AtMshPittLy.'Se,od. 8601 Six Forks Rd,Ste 700 l)rd^runrnlLfle aina.alinnnl psegoaaonl;and5ENSUSSIAl1F\OSXP7Ui15WANMN15$ INTHIS lNtcUhi5N1'.FUI5EIiER$IORE,TH REARENO1MPUED WAItIL\NTIPS-INCU/DJNC. Re'eig h,NC 27615 wITAOUT US)ITSUIOV,WARHANTIE'S AS TC)FEWESs FOR A PARTICULAR PURPOSE AND -800-638-3748 R IERCHAN I AulLrrY.ANV USE OF'I HE PRO:)UCT$THAT IS NOT SPECIFICALLT PERMITTED ED HEREIN It FROMM Ell Serlst!S CCfIT, EXHIBIT B: Warranty and Implementation Training Sensus Limited Warranty G-500 R22 1.General Product Coverage, Unless otherwise provided herein,Sensus USA Inc. Years _Replacement Price Years_ W Replacement Price ("Sensus")warrants Its products and parts to be free from defects in material and ._ 1-10 0% 16 55% workmanship for one(1)year from the date of Sensus shipment and as set forth below. - - -- - .- All products are sold to customer("Customer')pursuant to Sensus'Terms of Sale,avail- 11 30% 17 60%_ able at:sensus,com1TC('Terms of Sale`), 12 35% 18 65% 2.SR II°and accuSTREAMT0 518",3/4"&1" Meters are warranted to perform to 13 _ 40% 19 70% AWWA New Meter Accuracy Standards for live(5)years from the date of Sensus 14 45% 20 75% shipment or until the registration shown below,whichever occurs first.Sensus further 15 50% >20 100% warrants that the SR II and accuSTREAM meters will perform to at least AWWA — ---. . •-• ..-- - — - -- Repaired Meter Accuracy Standards for fifteen(15)years from the date of Sensus shipment or until the registration shown below,whichever occurs first: Footnote 2:Sensus will repair or replace non-performing: New Meter Accuracy _Repair Meter Accuracy • IPERL System Batteries,and/or the IPERL System flowlube,the flow sensing 518"SR II Meter and 500,000 gallons 1,5D0,000 gallons and data processing assemblies, and the register ("IPERL System accuSTREAM Meter Components')with hourly reads 314'SR II Meter and 750,000 gallons 2,250,DOD gallons • SmartPoint 510M/520M Modules (configured to the factory setting of six accuSTREA_M Meter __ transmissions per clay under normal system operation of up to one demand 1"SR II Meter and read to each SmartPoint Module per month and up to five firmware accuSTREAM Meter 1,000,000 gallons 3,000,000 gallons downloads during the life of the product)and batteries,unless the SmartPoinl — ----- - 510M/520M Module Is ever paired with en ally Meter, which event 3.ally°Meters that register water flow are warranted to perform to the accuracy level Immediately amends the warranty terns to those described In Section 11; set forth In the ally Data Sheet available at sensus.comlally/delasheel for fifteen(15) at no cost for the first fifteen(15)years from the date of Sensus shipment,and for the years from the Date of Installation,but no longer than sixteen(16)years from date of remaining five(5)years at a prorated percentage,applied towards the published list price in manufacture,not including the meters sensors,valve,and gear motor,which are effect for the year the product is accepted by Senses under the warranty conditions warranted under different terms described below.As used herein,"Date of Installation' according to the following schedule: means the date after which the ally Meter has been out of empty pipe for seven(7) consecutive days,as those days are measured by the ally Meter and stored In the Years Replacement Price meters nonvolatile memory. 1-15 0% 4, IPERL°Meters that register water flow are warranted to perform to the accuracy 16 _30_% levels set forth In the iPERL Data Sheet available at sensus,comlilred/datasheet or by 17 40%request from 1.800-METER-IT, for twenty(20)years from the date of Sensus sshipment. jg_.. -' _ 50% The IPERL System Component warranty does not include the external housing. - -- -- - ----- .. 19 60% 5.Malncuse of the SR II In both standard and low lead alloy meters arc warranted to be 20 70 , free from defects in material and workmanship for twenty-five(25)years from the date - >20 _100% of Sensus shipment.Composite and E-coaled maincases will bo free from defects In material end workmanship for fifteen(15)years from the date of Sensus shipment. 6.Sensus OMNI"Meters and Propeller Meters are warranted to perform to AWWA ' ally':Meter Batteries and Components,Including SmarlPolnt 510M1520M Modules New Meter Accuracy Standards for one(1)year from the date of Sensus shipment. are warranted In be free from defects In malarial and workmanship from the Date of Installation,as defined In Section 3,for the period stated below: 7.Sensus accuMAG-Meters are warranted to be free from defects in material and Batteries 15 years workmanship,under normal use and service,for 18 months from the date of Sensus shipment or 12 months from startup,whichever occurs first. Sensors �y�^--w ~-_ _ 5 years 8. Sensus Registers are warranted to be free from defects In material and Valve&Gear Motor 5 years" workmanship from the date of Senses shipment for the periods stated below or until the SmarlPolnt 510M/520M Modules and Batteries In service Wally_ _16 15 years' applicable reglstration for AWWA Repaired Meter Accuracy Standards,as set forth above,ere surpassed,whichever occurs first: Footnote 3:If applicable,any SnhartPOInt 510M/520M Modules ever paired with an ally 5/8'lhru 2'SR II,accuSTREAM Standard Registers 25 years Meter are warranted with the following limitations: 5/8'Um 2'SR II,accuSTREAM Encoder Registers 10 years o When configured to the default installation setting of six transmissions of -_ .__... - _ __.. . __ ____ metrology and pressure per day and one update of temperature per day,the All HSPU,IMP Contactor,R.E.R.Elec.ROFI 1 year SreartPolnl Is warranted to perform up to five(5)firmware upgrades for the Standard and Encoder Registers for Propeller Meters 1 year SmartPolnl Module and up to five(5)firmware upgrades for the ally Meter; OMNI Register with Battery 10 years o 2500 Operational Commands,where'Operational Commands'include on demand reads(such es consumption,pressure,temperature),an ally valve 9,Sensus Electric and Gas Meters are warranted pursuant to the General Limited command,or a configuration command;and Warranty available al seeeus.com/TC. o 15 Diagnostic Commands,which Includes two-way communications tests end Installations 10. Batteries, IPERL System Components, AMR and FlexNet° Communication for the first len(10)years from Date of Installation at no cost.for the remaining live(5) Network AMI Interface Devices are warranted to be free from defects in material and years,Customer will pay the reduced Replacement Price of the then-current list price In workmanship from the date of Sensus shipment for the period stated below: effect at the time the product is accepted for return in accordance with the following Electronic TouchPad 10 years schedule: .— Act-Pak Remote Remote Monitoring Instruments 1 year Years Replacement Price Years Replacement Price Gas SmartPolnl°Modules and Batteries 20 years' 1-10 0% 14 65% 6500 series Hand-Held Device 2 years _�_ - _ 15 — �.._-'_ _ _ _ - __ 11 35% 15 76% Vehicle Gateway Base Station(VGB)and other AMR_Equipment 1 year 12 • , - 45% >75 100% FlexNet Base Station(Including the RIOONAand M400 products) 1 year _---13 T•__- _--55%�� _' - IPERL System Battery and IPERL System Components 20 years* - -_ - ... " ." - ---- Footnote 4:Nsttted standind the foregoing,valve and gear motor components Of oily Meters 9 -_years' are not warranted beyond two thousand (2000)Valve Stale Operations, even If the Sensus°Smart Gateway Sensor Interface 1 year warranty period provided herein has not yet expired. As used herein, "Valve State Smar(Polril°510M/520M Modules and Batteries - 20 years° Operations'means adjustments of the Meter to open,close,or reduce flow. Footnote 1:Sensus will repair or replace non-performing: 12.IPERL and ally Connectors and Cables are warranted to be free from defects In materials and workmanship,under normal use and service,for ten(10)years from the date •Gas SmartPoint Modules(configured to the factory setting of six transmissions per of Sensus shipment. Nicer or Ilron connectors included with a Sensus product are day under normal system operation of up to one demand read to each SmarlPoint warranted according to the terms for Third-Party Devices in Section 13. Module per month and up to eve firmware downloads during the life of the product) 13. Third-Party Devices are warranted to be free from defects in materials and and ballades; workmanship,under normal use and service,for one(1)year from the date of Sensus •Sensus Electronic Register+with hourly reads shipment.As used In this Serious Limited Warranty,'Third Party Devices"means any for the first ton(10)years from the dale of Serious shipment,and for the remaining Ion product,device,or component part used with a Sensus product that is manufactured or (i0)years,et a prorated percentage,applied towards the published list prices In effect sold by any party that Is not Sensus.Failure of a Third Party Device which subsequently for the year product Is accepted by Sensus under warranty conditions according to the causes(allure to a Sensus device shall be the responsibility of the manufacturer of the following schedule: Third Party Device. 8601 Six Forks Road,Suite 700 Raleigh,NC 27615 sensus 1-800.63B-3748 a xylem brand EXHIBIT B: Warranty and Implementation Training 14.Software.Software supplied and/or licensed by Sensus is supported accordIng to BREAKAGE CAUSED BY FREEZING TERMPERATURES, WATER HAMMER the terms of the applicable software license or usage agreement.Sensus warrants that CONDITIONS,OR EXCESSIVE WATER PRESSURE. -IN/OUT COSTS"MEANS ANY any network and monitoring services shall be performed in a professional and COSTS AND EXPENSES INCURRED BY CUSTOMER IN TRANSPORTING GOODS workmanlike manner. BETWEEN ITS WAREHOUSE AND ITS END USER'S PREMISES AND ANY COSTS AND EXPENSES INCURRED BY CUSTOMER IN INSTALLING, UNINSTALLING AND 15.Return.Sensus'obligation,end Customers exclusive remedy,under this Sensus REMOVING GOODS. `END USER" MEANS ANY END USER OF Limited Warranty Is, at Senses'option, In either (I) repair or replace the product, ELECTRICITY/WATER/GAS THAT PAYS CUSTOMER FOR THE CONSUMPTION OF provided the Customer(a)returns the product to the location designated by Sensus ELECTRICITY/WATER/GAS,AS APPLICABLE. within the warranty period;and (b)prepays the freight costs both to and from such location;or(Ii)deliver replacement components to the Customer,provided the Customer The limitations on liability set forth In this Agreement are fundamental inducements to installs,at Its cost,such components In or on the product(as Instructed by Sensus), Senses entering Into this Agreement.They apply unconditionally and in all respects. They provided,that if Sensus requests,the Customer(a)returns the product to the location are to be Interpreted broadly so as to give Sonsus the maximum protection permitted under designated by Sensus within the warranty period;and(b)prepays the freight costs both law. to and from such location.In all cases,if Customer does not return the product within the lime period designated by Sensus.Sensus,will invoice,and Customer will pay t fthin thirty days of the Invoice date, for the cost of the replacement product and/or components. The return of products for warranty claims must follow Serious' Returned Materiels Authodzaton(RMA)procedures,Water meter mums must Include documentation of the Customer's test results. Test results must be obtained according to AWWA standards and must specify the meter serial number. The lest results will not be valid If the meter is found to contain foreign rnateriels. It Customer chooses not to test a Sensus water meter prior to returning it to Senses,Sensus will repair or replace the meter,at Sensus'option,after the meter has been tested by Sensus.The Customer will be charged Sensus'then current testing fee.All product must be returned in accordance with the RMA process. For all returns,Sensus reserves the right to request meter read- ing records by serial number to validate warranty claims, For products that have become discontinued or obsolete('Obsolete Product'),Sensus may,at Its discretion,replace such Obsolete Product with a different product model ('New Product'),provided that the New Product has substanUaily similar features as the Obsolete Product. The New Product shell be warranted as set forth in this Sensus Limited Warranty. THIS SECTION 15 SETS FORTH CUSTOMER'S SOLE REMEDY FOR THE FAILURE OF THE PRODUCTS,SERVICES OR LICENSED SOFTWARE TO CONFORM TO THEIR RESPECTIVE WARRANTIES. 16.Warranty Exceptions and No Implied Warranties. This Senses Limited Warranty does not Include costs for removal or installation of products,or costs for replacement labor or materials,which are the responsibility of the Customer. The wanantles in this Sensus Limited Warranty do not apply to goods that have been:Installed improperly or In non-recommended installations;Installed to a socket that is not functional,or is not in safe operating condition,or Is damaged,or is in need of repair; tampered with;modified or repaired with parts or assemblies riot certified in writing by Sensus,Including without limitation, communication parts and assemblies; improperly modified or repaired (Including as a result of modifications required by Sensus);converted;altered;damaged; road by equipment net approved by Senses;for wafer meters,used with substances other than water,used with non-potable water,or used with water that contains dirt, debris,deposits,or other Impurities;subjected to misuse,Improper storage,improper care,improper maintenance,or Improper periodic testing(collectively,"Exceptions'). If Sensus Identifies any Exceptions during examination,Troubleshooting or performing any type of support on behalf of Customer,then Customer shall pay for and/or reimburse Sensor for all expenses Incurred by Sensus in examining,troubleshooting,performing support actvlltes, repairing or replacing any Equipment that satisfies any of the Exceptions defined above. The above warranties do not apply In the event of Force Majeure,as defined In the Terms of Sale. THE WARRANTIES SET FORTH IN THIS SENSUS LIMITED WARRANTY ARE THE ONLY WARRANTIES GIVEN WITH RESPECT TO THE GOODS, SOFTWARE, SOFTWARE LICENSES AND SERVICES SOLD OR OTHERWISE PROVIDED BY SENSUS. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE,REGARDING ANY MATTER IN CONNECTION WITH THIS SENSUS LIMITED WARRANTY OR WITH THE TERMS OF SALE,INCLUDING WITHOUT LIMITATION, WARRANTIES AS 'TO FITNESS FOR A PARTICULAR PURPOSE,MERCHANTABILITY,NON•INFRINGEMENT AND TITLE. SENSUS ASSUMES NO LIABILITY Fos; COSTS OR EXPENSES ASSOCIATED WITH LOST REVENUE OR WITH THIS REMOVAL OR INSTALLATION OF EQUIPMENT. THE FOREGOING REMEDIES ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR THE FAILURE OF EQUIPMENT, LICENSED SOFTWARE OR SOFTWARE SERVICES,AND OTHER SERVICES TO CONFORM TO THEIR RESPECTIVE WARRANTIES. 17. Limitation of Liability. SENSUS' AGGREGATE LIABILITY IN ANY AND ALL CAUSES OF ACTION ARISING UNDER,, OUT OF OR IN RELATION TO THIS AGREEMENT, ITS NEGOTIATION, PERFORMANCE, BREACH OR TERMINATION (COLLECTIVELY "CAUSES OF ACTION,') SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO SENSUS UNDER THIS AGREEMENT. THIS IS SO WHETHER THE CAUSES OF ACTION ARE IN TORT,INCLUDING,WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY, IN CONTRACT, UNDER STATUTE OR OTHERWISE. AS A SEPARATE AND INDEPENDENT LIMITATION ON LIABILITY, SENSUS' LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES. SENSUS SHALL NOT BE LIABLE FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; NOR(II)ANY REVENUE OR PROFITS LOST BY CUSTOMER OR ITS AFFILIATES FROM ANY END USER(S),IRRESPECTIVE OF WHETHER SUCH LOST REVENUE OR PROFITS IS CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE; NOR (III) ANY IN/OUT COSTS; NOR (IV) MANUAL METER READ COSTS AND EXPENSES;NOR(V)DAMAGES ARISING FROM MAINCASE OR BOTTOM PLATE 6601 Six Forks Road,Suite 700 Raleigh,NC 27615 15 E n 5 U5 1-B00-638-3748 a xylem brand EXHIBIT B: Warranty and Implementation Training CF-C-TOS-00-00.0814-05-A Sensus Terms of Sate 1. DEFINITIONS. "Customer'shaft mean the party purchasing goods or services provided hereunder. "Intellectual Property"means patents and patent applications, pursuant to these Terms of Sale.'Sensus"shall mean Sensus USA Inc.,a Delaware Inventions (whether patentable or not), trademarks, service marks, Trade dress, corporation."Equipment"means the Sensus goods end services sold or otherwise copyrights,trade secrets, know-how,data rights,specifications, drawings,designs, provided pursuant to this Agreement.Software licenses are provided solely through maskwork rights,moral tights,author's rights,and ether intellectual property rights,as a separate Sensus software license. may exist now or hereafter come Into existence, and all renewals and extensions 2. CONTRACT OF SALE. All Sensus goods and services are offered for sale subject thereof,regardless of whether any of such rights arise under the laws of the United to the prices and other terms specified In(a)the applicable Sensus quotation, Stales or of any other state,country or jurisdiction,any registrations or applications proposal or pdcelist,and(b)these Terms of Sale,all of which are subject to the thereof,and all goodwill pertinent thereto. correction of clerical errors.A Customers purchase order or similar writing shall 14.LIMITATION OF LIABILITY. constitute an acceptance of the offer to sell;however,any Inconsistent,additional or (a) SENSUS'AGGREGATE LIABILITY IN ANY AND ALL CAUSES OF ACTION different terms contained in a Customer's request for quotation or purchase order ARISING UNDER, OUT OF OR IN RELATION TO THIS AGREEMENT. ITS ("Additional Terms')are hereby objected to and rejected by Senses,and will not NEGOTIATION, PERFORMANCE, BREACH OR TERMINATION become part of the contract of sale unless accepted by Sensus in a writing signed (COLLECTIVELY"CAUSES OF ACTION')SHALL NOT EXCEED THE TOTAL by a vice president of Sensus. AMOUNT PAID BY CUSTOMER TO SENSUS UNDER THIS AGREEMENT,THIS 3. ENTIRE AGREEMENT. These Terms of Sale, the General Limited Warranty, IS SO WHETHER THE CAUSES OF ACTION ARE IN TORT. INCLUDING, Customer's purchase order (except any Additional Terms), Sensus' WITHOUT LIMITATION,NEGLIGENCE OR STRICT LIABILITY,IN CONTRACT, Acknowledgement Form (If any), and Sensus' Invoice] constitutes the entire UNDER STATUTE OR OTHERWISE. agreement(`Agreement")between the parties hereto with respect to the subject (b) (b) AS A SEPARATE AND INDEPENDENT LIMITATION ON LIABILITY, matter hereof and supersedes any and all prior agreements,understanding or other SENSUS' LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES. SENSUS communications, whether written or oral,formal or informal,between them. No SHALL NOT BE LIABLE FOR:(I)ANY INDIRECT,INCIDENTAL,SPECIAL OR consent,waiver,alteration,amendment,or modification shell be binding unless In CONSEQUENTIAL DAMAGES;NOR(II)ANY REVENUE OR PROFITS LOST BY writing and signed by a vice president of Sensus, CUSTOMER OR ITS AFFILIATES FROM ANY END USER IRRESPECTIVE OF 4. PRICES. All prices are subject to change based on Sensus selling prices in effect WHETHER SUCH LOST REVENUE OR PROFITS IS CATEGORIZED'AS as of dale of shipment.Prices quoted for blanket orders are subject to review and DIRECT DAMAGES OR OTHERWISE;NOR(III)ANY IN/OUT COSTS;NOR(IV) retroactive adjustment,if necessary,based on actual quantities shipped. MANUAL METER READ COSTS AND EXPENSES.'IN/OUT COSTS'MEANS 5. TAXES. AI prices quoted are exclusive of federal, state and municipal taxes. ANY COSTS AND EXPENSES INCURRED BY CUSTOMER IN TRANSPORTING Customer shall be liable for all sales,use and other lazes(whether local,state or GOODS BETWEEN ITS WAREHOUSE AND ITS END USER'S PREMISES AND federal)Imposed on this Agreement or on the goods and/or services provided to ANY COSTS AND EXPENSES INCURRED BY CUSTOMER IN INSTALLING, Customer hereunder. UNINSTALLING AND REMOVING GOODS. 'END USER'MEANS ANY END is stripped Ex Works stepping USER OF ELECTRICITY/WATER/GAS THAT PAYS CUSTOMER FOR THE 8. TITLE AND RISK OF LOSS.All Equipment pp pp ng point, CONSUMPTION OF ELECTRICITY/WATER/GAS,AS APPLICABLE. prepay freight and add.Title to, end properly In, the Equipment shell pass to (c) The limitations err liability set forth in this Agreement are fundamental Inducements Customer upon shipment. Risk of loss of the Equipment shell also pass to to Sensus entering Into tits Agreement. They apply unconditionally and In ell Customer upon shipment. respects.They are to be Interpreted broadly so as to give Sensus the maximum 7. PAYMENT TERMS. Customer shall pay all Invoices within thirty(30)days of the protection permitted under few. Invoice date.Sensus reserves the right to establish credit limits for Customer and may require full or partial payment prior to shipment of any goods or (d) To the maximum extent permitted by law,no Cause of Action may be instituted by commencement of any services provided hereunder.All payments shall be made via Customer against Sensus more than TWELVE(12)MONTHS after the Cause of A electronic payment according to Instructions provided by Sensus.Any Invoices not disputed arose.In the calculation of any damages in any Cause of Action,no disputed in good faith by Customer which Customer does not pay within the time damages Incurred more than TWELVE(12)MONTHS prior.to the filing of the provided in this Agreement shall bear interest al the lower of(1)one and a half Cause of Action shall be recoverable. percent(1.5%)per month up to a maximum of eighteen percent(18%)per year;or 15.INDEMNIFICATION. Customer agrees to defenc, indemnify and hold harmless (if) the highest rate permitted by applicable law, Should Customer become Sensus from and against ell claims,liabilities,demands,damages,losses,costs and delinquent in payment of sums due hereunder, Seller shall not be obligated to expenses, in law or In equity, of every kind and nature whatsoever(collectively, continue performance. 'Losses"),to the extent arising out of Customer's use of the Equipment„except to the 8. PACKAGING.Sensus reserves the right to select die manner in which Equipment is extent such Losses arse out of a breach of ells Agreement by Seller. packaged.Quoted prices include regular packing.Special requirements for packing 16. CONFIDENTIALITY.Customer shall(and shall cause its employees and contractors will be subject to extra charges. to)keep all Sensus Confidential Information strictly confidential and shall not disclose it 9. DELIVERY.Shipping dates and completion dales quoted by Sensus are made In to any Third party or use II,except to the extent reasonably required to perform end good faith but are not guaranteed;Sensus reserves the right to extend shipping enforce this Agreement or as required under applicable law,court order or regulation. dales as It deems necessary in its sole discretion,without liability to Customer.In As used herein, 'Sensus Confidential Information' means any and all non-public the absence of shipping Instructions from Customer,Sensus will use its discretion information of Sensus,Including the terms of this Agreement,all technical Information as to the selection of shipping services and routings.Installation of Equipment Is the about products or services, pricing information, marketing and marketing plans, responsibility of the Customer unless otherwise agreed In writing. Equipment performance, Equipment architecture and design, other business end financial information,software and ell trade secrets. Sensus Confidential Information 10.FORCE MAJEURE, If Sensus becomes unable,either wholly or in part,by en event maybe transmitted wally,In veiling,electronically or otherwise obse'ved by Customer. of Force Majeure,to fulfill Its obligations under this Agreement, the obligations Notwithstanding the foregoing,"Sensus Confidential Information"shall not Include:(i) affected by the event of Force Majeure will be suspended during the continuance of any information that Is in the public domain other than,due to Customer's breech of this that inability. Sensus will take reasonable steps to mitigate the Force Majeure, Agreement:(it)any Information In the possession of the Customer without restriction 'Force Majeure' means an event beyond the reasonable control of Sensus, prior to disclosure by Senses;or(IL)any information Independently developed by the Including acts of God,hurricane,flood,volcano,tsunami,tornado,storm,tempest, Customer without reliance on or access to the Information disclosed hereunder by mudslide,vandalism,Illegal or unauthorized radio frequency Interference,strikes, Sensus. lockouts,or other industrial disturbances,unavailability of component pads of any 17.RETURNS.No Equipment maybe returned for credit or repair without the prior written goods provided hereunder,acts of public enemies,wars,blockades,Insurrections, riots,epidemics,earthquakes,fires,restraints or prohibitions by eny court,board, authorization of Sensus. Authorized return shipments must be returned In good department,commission or agency of the United Stales or any States,eny arrests condition to Sensus'designated receiving point,must be accompanied by a packing and restraints,civil disturbances and explosions. slip,Inducting Sensus'Return Authorization Number,and must have transportation charges prepaid. Correspondence concerning all returned Equipment must be 11.CANCELLATION. Orders submitted to Sensus may trot be canceled or amended, addressed to the appropriate Senses office. Sensus reserves the right to deduct an or deliveries deferred,by Customer except with Sensus'prior nelSen consent,and adequate service charge to cover all inspection,testing and handling from eny credit, then only upon such terms as shall be acceptable to Sensus. 18.ASSIGNMENT.Customer may not assign,transfer o•delegate this Agreement or any 12.WARRANTIES. Sensus'sole warranty and remedies associated therewith era set part of Customers tights or duties without prior written consent of Sensus. Any forth in the General Limited Warranty found at:n a_o or available el 1.800- attempted assignment in violation of this section shall be null end void. METER-IT,which General Limited Warranty is hereby Incorporated herein by This 19 GOVERNING LAW AND DISPUTE RESOLUTION.Tele Agreement shall be governed reference,All repairs are made on an Ex Works factory basis. All transportation charges for goods returned for repairs must be prepaid by the Customer.THE by,construed end enforced in accordance with the laws of the State of Delaware, WARRANTIES IN THIS SECTION ARE THE ONI.Y WARRANTIES GIVEN WITH without regard to conflicts of law principles.Any and all disputes arising under,out of, RESPECT TO EQUIPMENT SOLD OR OTHERWISE PROVIDED BY SENSUS. or In relation to this Agreement or Its performance("Disputes')shell first be resolved by SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, the Parties attempting mediation In Delaware.If the Dispute is not resolved within sixty WARRANTIES, CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR (60)days of the commencement of the mediation,It shall be litigated In the state or OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THESE federal courts located In the Stale of Delaware. TO THE MAXIMUM EXTENT TERMS OP SALE,INCLUDING WITHOUT LIMITATION,WARRANTIES AS TO PERMITTED BY LAW, THE PARTIES AGREE TO A BENCH TRIAL AND THAT FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON- THERE SHALL BE NO JURY IN ANY DISPUTES. INFRINGEMENT AND TITLE. 20.SEVERABILITY. In the event any provision of this Agreement Is held to be void, 13. INTELLECTUAL PROPERTY. No Intellectual Property is assigned to Customer unlawful or otherwise unenforceable,that provision will be severed from the remainder hereunder.Sensus shall own or continue to own all Intellectual Property used or of the Agreement and replaced automatically by a provision containing terms as nearly created in the course of performing this Agreement. To the extent,If any,that any like the void,unlawful,or unenforceable provision as possible;and the Agreement,as ownership Interest In and to such Intellectual Property does not automatically vest In so modified,will continue to be in full farce and effect. Sensus by virtue of This Agreement or otherwise,and Instead vests in Customer, 21.NON•WAIVER. Failure or delay of Sensus to exercise a right or power under this Customer agrees to grant end assign and hereby does grant end assign to Sensus Agreement shall not operate as a waiver thereof,nor shall any single or partial exercise all right, tide, end Interest that Customer may have In and to such Intellectual of a right or power preclude eny other future exercise thereof. Property.Customer agrees not to reverse engineer any Equipment purchased or 0001 Six Forks Road,Suite 700 IMMO Raleigh,NC 27616 S E I-15 U 5 1-800-G38.37411 1 EXHIBIT B:Warranty and Implementation Training FERGUSON AN>,;;, ion' �«.i' n«r7u • Class Descriptions h''e can:to du:Snows Lirlrlcrgiim and'Training: Description page. I'hr:Stn=us Laitretio!:Calai.tt:onrrrs a list afcerrert wine:ie+n .r E•;:C•;S :he customer !t tncled".5 the itd.S5 n'.:la d,cE:irlil)ddnI Ett:d Iiii 4C fi}y t!kz:l topics F ertnint,:,:i 5 Fettttelni:°aka. f•cst`cl:§!lntroditctory Series inirtt:luctury dudes fhv FtexhictIV lntrodu(tttry5cries irtrtt;luecs otsir C75t0^.trri to tar San;us Ff.al:ill.,conimunitatIci network I:in:fades a ocei Y i ur of I•lettN:tal features and Mills,u:.;r roles aril res>•o ii bihiies It Vt syslc romper::4S.SenSus Lewitt 1'ad applications,rind the `rnsus Anelriiesl I application(ondorlall. A'udieoce:New(:usionters flu:ulinn.4 antra Medlin!:Icairuetnr •Ic(t,clstrm}:g Meter lingftilutIon Aictcr listella:ion Ctrs Descilpt:ons The him Instollation ram mthut mid nainiag solution ten-oduces tevi custoincrs to sofiv,are conftFo ration and geld information leyudeJ not r afut winter installation.it includes croann instnitrtien hurdles preparing handheld devices for tied use,as tie:t as inst:.la;irr.rece emendations for bunt IlIC err andStrttttiPoinci Audtet:cc.New Customs:: L}uta:Ion:a hoots Nfr3od:histtuctor'lea,el eurniri. 02012 Sensus.All rights reserved. PUBLIC WORKS AGREEMENT (Between City of Brernerton and Ferguson Waterworks EXHIBIT B:Warranty and Implementation Training FE.GUSON • • :T, RTI START Rlok-Nettg Adtninisirator KNI 4.4 Class Description I he FlexiNeile Adniinistsatar cltris provides guidance and instruction Jo new customers in the administrator role in water,gas,and'or electric service utilities,on performing daily monitoring and maintenance t to en For a FlexNet®communication,network•it:eluding thpsc for securing the network:enatigui Mg and managing RNI system operation,and riesNel®componenrs. Audience.f lesNet.)Adminisirotors Duration:4 hours Method.resin clnr-led,ei.earnine f IexNettle Operator RNI 4.4 IN a , Provides guidance and instruction to new customers in the operator Me lit water,gas,and'or clec.trie utilities,on pet forui rig daily monitoring and maintenance tasks for a Flexiset -communication netv,urk,including meters,base stations,and itNI systcer components,when used to an Advanced Metering Inlinetructitre(AMI)environment. Audience:i'lexNet0 Operators Duration:B hotun Method.insin:ctor—led,ei.earning Sensus Analytics Class Description Educates utility personnel on irow to use the Senses Analytics software to prepare and export validated ureter reading data to their billing system.monitor consumption and device status.perfrnri remote actions on two-way devices. Autlienee!New Customers Duration:self-paced Method:cLearning hit s't/www_sensus-trainlnc 1.corr,t Ces3 20S 9 Sensus. PUBLIC WORKS AGREEMENT (Between City of Bremerton and Ferguson Waterworks Exhibit C:Pricing 0 FERGUSON* FEL-SILVERDALE WW#1604 Deliver To: 11650 CLEARCREEK RD NW From: Todd Mitchell WATERWORKS SILVERDALE,WA 98383.0000 Comments: Phone:360.697.1510 Fax:360.698.4729 19:18:18 AUG 28 2019 Page 1 of 2 FERGUSON WATERWORKS#3011 Price Quotation Phone:360-697-1510 Fax:360-698-4729 Bid No: B339907 Cust Phone: 360-473-5296 Bid Date: 08/26/19 Terms: NET 10TH PROX Quoted By: TRM Customer: CITY OF BREMERTON Ship To: CITY OF BREMERTON METER ACCOUNT METER ACCOUNT 100 OYSTER BAY AVE N 100 OYSTER BAY AVE N BREMERTON,WA 98312 BREMERTON,WA 98312 Cust PO#: Job Name: Item Description Quantity Net Price UM Total SENSUS ANALYTICS SAAS YR1 /l/I//!d//d111111/Illll/ SP-SSX4OXXXXXXXXXX ANNUAL RNI SAAS FEE 1 22245.000 EA 22245.00 SP-S5396383700535D WTR ANALYTICS ST B 15-25K ANUAL FEE 1 17500.000 EA 17500.00 SENSUS ANALYTICS SAAS YR2 ///IIIII////lll/l///II/ll SP-SSX40XX)(XXXXXXX ANNUAL RNI SAAS FEE 1 22912.350 EA 22912.35 SP-S5396383700535D WTR ANALYTICS ST B 15-25K ANUAL FEE 1 17750.000 EA 17750.00 SP-SPMM400WAR M400 EXT BASE STATION WARRANTY 4 2060.000 EA 8240.00 SENSUS ANALYTICS SAAS YR3 IIIIIIII/I1lllllll/Alllll SP-SSX40XXXXXXXXXX ANNUAL RNI SAAS FEE 1 23599.720 EA 23599.72 SP-S5396383700535D WTR ANALYTICS ST B 15-25K ANUAL FEE 1 18565.750 EA 18565.75 SP-SPMM400WAR M400 EXT BASE STATION WARRANTY 4 2121.800 EA 8487.20 SENSUS ANALYTICS SAAS YR4 IIIIIIIIIIIIIl1III1/11111'l SP-SSX40XXXXXXXXXX ANNUAL RNI SAAS FEE 1 24307.710 EA 24307.71 SP-55396383700535D WTR ANALYTICS ST B 15-25K ANUAL FEE 1 19122.720 EA 19122.72 SP-SPMM400WAR M400 EXT BASE STATION WARRANTY 4 2185.450 EA 8741.80 SENSUS ANALYTICS SAAS YR5 SP-SSX40XXX)0XXXXX ANNUAL RNI SAAS FEE 1 25036.940 EA 25036.94 SP-S5396383700535D WTR ANALYTICS ST B 15-25K ANUAL FEE 1 19696.400 EA 19696.40 SP-SPMM400WAR M400 EXT BASE STATION WARRANTY 4 2251.020 EA 9004.08 Net Total: $245209.67 Tax: $22068.86 Freight: $0.00 Total: $267278.53 HOW ARE WE DOING? WE WANT YOUR FEEDBACK! : 0 Scan the QR code or use the link below to complete a survey about your bids: 0 •Od https//survey.medallia.comfbidsorder&fc=3156&on=57329 Exhibit C: Pricing 0 FERGUSON® Page 2 of 2 ]� FERGUSON WATERWORKS#3011 WATERWORKS Price Quotation Fax:360-698-4729 19:18:15 AUG 28 2019 Reference No: B339907 Quoted prices are based upon receipt of(he total quantity for immediate shipment(48 hours), SHIPMENTS BEYOND 48 HOURS SHALL BE AT THE PRICE IN EFFECT AT TIME OF SHIPMENT UNLESS NOTED OTHERWISE.QUOTES FOR PRODUCTS SHIPPED FOR RESALE ARE NOT FIRM UNLESS NOTED OTHERWISE. CONTACT YOUR SALES REPRESENTATIVE IMMEDIATELY FOR ASSISTANCE WITH DBE/MBEANBE/SMALL BUSINESS REQUIREMENTS. Seller not responsible for delays,lack of product or increase of pricing due to causes beyond our control,and/or based upon Local,State and Federal laws governing type of products that can be sold or put Into commerce. This Quote is offered contingent upon the Buyer's acceptance of Seller's terms and conditions,which are Incorporated by reference and found either following this document,or on the web at https:llwww.ferguson.com/content/website-info/terms-of-sale Govt Buyers: All items are open market unless noted otherwise. LEAD LAW WARNING:It is illegal to Install products that are not"lead free"in accordance with US Federal or other applicable law in potable water systems anticipated for human consumption.Products with*NP in the description are NOT lead free and can only be installed in non-potable applications.Buyer is solely responsible for product selection. HOW ARE WE DOING? WE WANT YOUR FEEDBACK! M Scan the QR code or use the link below to cap complete a survey about your bids: 13:"qt: https://survey.medallia.com/?bidsorder&fc=3156&on=57329 Exhibit C:Pricing 0 FERGUSON' FEL-SILVERDALE W W#1604 eliver To: WATERWORKS 11650 CLEARCREEK RD NW -ram: Todd Mitchell SILVERDALE,WA 98383.0000 omments: Phone:360-697-1510 Fax:360-698-4729 19:17:41 AUG 28 2019 Page 1 of 1 FERGUSON WATERWORKS#3011 Price Quotation Phone:360-697-1510 Fax:360-698-4729 Bid No: B339906 Cust Phone: 360-473-5296 Bid Date: 08/26/19 Terms: NET 10TH PROX Quoted By: TRM Customer: CITY OF BREMERTON Ship To: CITY OF BREMERTON METER ACCOUNT METER ACCOUNT 100 OYSTER BAY AVE N 100 OYSTER BAY AVE N BREMERTON,WA 98312 BREMERTON,WA 98312 Cust PO#: Job Name: Item Description Quantity Net Price UM Total SENSUS FLEXNET SYSTEM SET UP COST Illlllllllllllll//Null/!/ SP-SMSSURNISAASI RNI SAAS SETUP FEE 1 16500.000 EA 16500.00 SP-S5396383700521D ANLYTCS SYS SETUP WATER 15-25K RNI 1 10625.000 EA 10625.00 SP-SPSSASTANDARD SENSUS ANAYLYTICS BASIC INTEGRATION 1 3500.000 EA 3500.00 SP-SEDVAREUTRNG AMI FLEX NETCORE EDUCATION BY VAR 1 5000.000 EA 5000.00 SET UP COST YR 1 35625.00 Net Total: $35625.00 Tax: $3206,25 Freight: $0.00 Total: $38831.25 Quoted prices are based upon receipt of the total quantity for immediate shipment(48 hours). SHIPMENTS BEYOND 48 HOURS SHALL BE AT THE PRICE IN EFFECT AT TIME OF SHIPMENT UNLESS NOTED OTHERWISE.QUOTES FOR PRODUCTS SHIPPED FOR RESALE ARE NOT FIRM UNLESS NOTED OTHERWISE. CONTACT YOUR SALES REPRESENTATIVE IMMEDIATELY FOR ASSISTANCE WITH DBE/MBE/WBE/SMALL BUSINESS REQUIREMENTS. Seller not responsible for delays,lack of product or increase of pricing due to causes beyond our control,and/or based upon Local,State and Federal laws governing type of products that can be sold or put into commerce. This Quote is offered contingent upon the Buyer's acceptance of Seller's terms and conditions,which are Incorporated by reference and found either following this document,or on the web at https://wwwSerguson.cornlcontentlwebsite-info/terms-of-sale Govt Buyers: All items are open market unless noted otherwise. LEAD LAW WARNING:It is illegal to install products that are not"lead free"in accordance with US Federal or other applicable law in potable water systems anticipated for human consumption.Products with*NP in the description are NOT lead free and can only be installed in non-potablo applications.Buyer is solely responsible for product selection. HOW ARE WE DOING? WE WANT YOUR FEEDBACK! of* C7 Scan the QR code or use the link below to complete a survey about your bids: V?�" https://survey.medallia.com/?bidsorder&fc=3156&on=57329 Exhibit C:Pricing 0 FERGUSON. FEL-SILVERDALE WW#1604 Over To: 11654 CLEARCREEK Rp NW rom: Todd Mitchell WATERWORKS SILVERDALE,WA 98383.0000 omments: Phone:360.697-1510 Fax:360-698.4729 14:53:20 SEP 06 2019 Page 1 of 2 FERGUSON WATERWORKS#3011 Price Quotation Phone:360-697-1510 Fax:360-698-4729 Bid No: B339900 Cust Phone: 360-473-5296 Bid Date: 08/26/19 Terms: NET 10TH PROX Quoted By: TRM Customer: CITY OF BREMERTON Ship To: CITY OF BREMERTON METER ACCOUNT METER ACCOUNT 100 OYSTER BAY AVE N 100 OYSTER BAY AVE N BREMERTON,WA 98312 BREMERTON,WA 98312 Cust PO#: Job Name: Item Description Quantity Net Price UM Total COLLECTORS&INSTALLATION 11/////I0II/llllllllll/ SP-SM400B SENSUS M4008 BASESTATION UNIT 4 24500.000 EA 98000.00 INSTALLATION&PROJECT MANAGEMENT 111111/II//ll111110//IN! SP-SM400INSTALL M400 BASE STATION INSTALLATION 1 26710.000 EA 26710.00 CHERYL STREET RESERVOIR#15 SP-SM400INSTALL M400 BASE STATION INSTALLATION 1 35000.000 EA 35000.00 RESERVOIR#20 SP-SM400INSTALL M400 BASE STATION INSTALLATION 1 24450.000 EA 24450.00 RESERVOIR#6 SP-SM400INSTALL M400 BASE STATION INSTALLATION 1 27075.000 EA 27075.00 ALEXANDER NORTH PROJECTMGTFEE PROJECT MOT FEE 1 5200.000 EA 5200.00 SP-MATERIALS&MOB MATERIALS&MOB COST 1 8000.000 EA 8000.00 YEAR ONE TOTAL 224435.00 Net Total: $224435.00 Tax: $20199.15 Freight: $0.00 Total: $244634.15 _ HOW ARE WE DOING? WE WANT YOUR FEEDBACK! Scan the QR code or use the link below to • complete a survey about your bids: p,`4?4= https://survey.rnedaliia.com/?bidsorder&fc=3156&on=57329 Exhibit C: Pricing PSFERGUSON® FERGUSON WATERWORKS#3011 Page 2 of 2 WATERWORKS Price Quotation Fax:360-698-4729 14:53:20 SEP 06 2019 Reference No: B339900 Quoted prices are based upon receipt of the total quantity for Immediate shipment(48 hours). SHIPMENTS BEYOND 48 HOURS SHALL BE AT THE PRICE IN EFFECT AT TIME OF SHIPMENT UNLESS NOTED OTHERWISE.QUOTES FOR PRODUCTS SHIPPED FOR RESALE ARE NOT FIRM UNLESS NOTED OTHERWISE. CONTACT YOUR SALES REPRESENTATIVE IMMEDIATELY FOR ASSISTANCE WITH DBE/MBE/WBE/SMALL BUSINESS REQUIREMENTS. Seller not responsible for delays,lack of product or increase of pricing due to causes beyond our control,and/or based upon Local,State and Federal laws governing type of products that can be sold or put into commerce, This Quote Is offered contingent upon the Buyer's acceptance of Seller's terms and conditions,which are incorporated by reference and found either following this document,or on the web at https:/lwww.ferguson.comlcontent/website-info/terms-of-sale Govt Buyers: All items are open market unless noted otherwise. LEAD LAW WARNING:It is illegal to install products that are not"lead free"in accordance with US Federal or other applicable law in potable water systems anticipated for human consumption.Products with*NP in the description are NOT lead free and can only be installed in non-potable applications.Buyer is solely responsible for product selection. HOW ARE WE DOING? WE WANT YOUR FEEDBACK! Scan the QR code or use the link below to complete a survey about your bids: © fi:t?�= https://survey.medallia.com/?bidsorder&fc=3156&on=57329 Exhibit C:Pricing County Trade Job Classification Wage Holiday Overtime Notes Kitsap Telecommt.ourney Level $51.07 7E 1E Kitsap Laborers Erasion Control Worker $41.09 7A 4V BY Kitsap Laborers Air,Gas Or Electric Vibrating Screed $41.09 7A 4V BY Kitsap Laborers Alrtrac Drill Operator $42.30 7A 4V BY Kitsap Laborers Ballast Regular Machine $41.009 7A 4V BY Kitsap Laborers Batch Welghman $38.59 7A 4V BY Kitsap Laborers Brick Pavers $41.09 7A 4V BY Kitsap Laborers Bruch Cutter $41.09 7A 4V BY Kltrap Laborers Brush Hog Feeder $41.09 7A 4V BY Kitsap Laborers Burner $41.09 7A 4V BY Kitsap laborers Caisson Worker $42.90 7A 4V 8Y Kitsap Laborers Carpenter Tender $41.09 7A 4V BY Kitsap Laborers Cement Dumper-paving $41.79 7A 4V BY Kitsap Laborers Cement Finisher Tender $41.09 7A 4V BY Kitsap Laborers Change House Or Dry Shack $41.09 7A 4V BY Kitsap Laborers Chipping Gun(30 lbs.And Over) $41.79 7A 4V BY Kitsap Laborers Chipping Gun(Under 30 Lbs.) $41.09 7A 4V BY Kitsap Laborers Choker Setter $41.09 7A 4V BY Kitsap Laborers Chuck Tender $41.09 7A 4V BY Kitsap Laborers Clary Power Spreader $41.79 7A 4V BY Kitsap Laborers Clean-up Laborer $41.09 7A 4V BY Kitsap Laborers Concrete Dumper/Chute Operator $41.79 7A 4V BY Kltsap Le borers Concrete Form Stripper $41.09 7A 4V BY Kitsap laborers Concrete Placement Crew $41.79 7A 4V BY Kitsap Laborers Concrete Saw Operator/Core Driller $41.79 7A 4V 8Y Kitsap Laborers Crusher Feeder $38.59 7A 4V BY Kitsap laborers Curing Laborer $41.09 7A 4V BY Kitsap Laborers Demolition:Wrecking&Moving(intl.Charred Material) $41.09 7A 4V BY Kitsap Laborers Ditch Digger $41.09 7A 4V BY Kitsap Laborers Diver $42.30 7A 4V 8Y Kitsap Laborers Drill Operator(Hydraulic,Diamond) $41.79 7A 4V BY Kitsap Laborers Dry Stack Walls $41.09 7A 4V 8Y Kltsap Laborers Dump Person $41.09 7A 4V BY Kitsap Laborers EpoxyTechnician . $41.09 7A 4V 8Y Kitsap Laborers Faller&Bucker Chain law $41.79 7A 4V BY Kitsap Laborers Fine Graders $41.09 7A 4V BY Kitsap Laborers Flrewatch $38.59 7A 4V BY Kitsap Laborers Form Setter $41.03 7A 4V 8Y Kitsap Laborers Gabler'Basket Building $41.09 7A 4V BY Kitsap Laborers Gaurdrall Erector $41.03 7A 4V BY Kitsap Laborers General laborer $41.09 7A 4V BY Kitsap Laborers Grade Checker&Transit Person $42.90 7A 4V BY Kitsap Laborers Grinders $41.09 7A 4V BY Kitsap Laborers Grout Machine Tender $41.09 7A 4V BY Kitsap Laborers Groutmcn(Pressure)Including Post Tension Beams $41.79 7A 4V BY Kitsap Laborers Hazardous Waste Worker(Level A) $42.30 7A 4V BY Kitsap Laborers Hazardous Waste Worker(Level B) $41.79 7A 4V BY Kitsap Laborers Hazardous Waste Worker(Level C) $41.09 7A 4V BY Kitsap Laborers High Scaler $42.30 7A 4V BY Kltsap Laborers Jackhammer $41.79 7A 4V BY Kllsap Laborers Laserbeam Operator $41.79 7A 4V SY Kltsap Laborers Maintenance Parson $41.09 7A 4V BY Kitsap Laborers Manhole Bulider-Mudman $41.79 7A 4V BY Kitsap Laborers Material Yard Person $41.09 7A 4V BY Kitsap Laborers Motorman-Dinky Locomotive $41.79 7A 4V BY Kllsap Laborers Nozzleman(Concrete Pump,Green Cutter When Using Combination Of High Pressure Air&Water C $41.79 7A 4V BY Kitsap Laborers Pavement Breaker $41.79 7A 4V BY Kllsap Laborers Pilot Car $38.59 7A 4V BY Kitsap laborers Pipe Later Lead $42.30 7A 4V BY Kitsap Laborers Pipe Leyer/Tallor $41.79 7A 44 BY Kltsap Laborers Plpe Pot Tender $41.79 7A 4V BY Kitsap Laborers Pipe Rellner $41.79 7A 4V BY Kitsap Laborers Pipe Wrapper $41.79 7A 4V BY Kitsap Laborers Pot Tender $41.09 7A 4V SY Kitsap Laborers Powderman $42.30 7A 4V BY Kitsap Laborers Powderman's Helper $41.09 7A 4V BY Kitsap Laborers Power lacks $41.79 7A 4V BY Kitsap Laborers Railroad Spike Puller-Power $41.79 7A 4V BY Kitsap Laborers Raker-Asphalt $42.30 7A 4V BY Kitsap Laborers Re-timberman $42.30 7A 4V BY Kilsnp Laborers Remote Equipment Operator $41.79 7A 4V BY Kitsap Laborers Rigger/Signal Person $41.79 7A 4V BY Kitsap Laborers Rip Rep Person $41.09 7A 4V BY Kitsap Laborers Rivet Buster $41.79 7A 4V BY Kitsap Laborers Rudder $41.79 7A 4V 8Y Kitsap Laborers Scaffold Erector $41.09 7A 4V BY Kitsap laborers Scale Person $41.09 7A 4V BY Kitsap Laborers Sloper(Over 20)" $41.79 7A 4V SY Kitsap Laborers Sloper Sprayer $41.09 7A 4V BY Kitsap Laborers Spreader(Concrete) $41.79 7A 4V BY Exhibit C:Pricing County Trade Job Classification Wage Holiday Overtime Notes Kitsap Laborers Stake Hopper $41.09 7A 4V BY Kitsap Laborers Stock Filer $41.09 7A 4V BY Kitsap laborers Tamper&Similar Electric,Alr&Gas operated Tools $41.79 7A 4V BY Kitsap Laborers Tamper(Multiple&Self•propelled) $41.79 7A 4V BY Kitsap laborers Timber Person Sewer(Lagger,shiver&Cribber) $41.79 7A 4V BY Kitsap Laborers Toolroom Person(atlobslte) $41.09 7A 4V BY Kitsap Laborers Topper $41.09 7A 4V BY Kitsap Laborers Track Laborer $41.09 7A 4V BY Kitsap Laborers Track Liner(Power) $41.79 7A 4V BY Kitsap Laborers Traffic Control Laborer $40.90 7A 4V 9C Kitsap Laborers Traf is Control Supervisor $4090 7A 4V 9C Kitsap Laborers Truck Spotter $41.09 7A 4V SY Kitsap Laborers Tugger Operator $41.79 7A 4V BY Kitsap Laborers Tunnel Work-Guage and Lock Tender $42.40 7A 4V BY Kitsap Laborers Tunnel Work-Guage and Lock Tender $42.40 7A 4V BY Kitsap Laborers Vibrator $41.79 7A 4V 8Y Kitsap Laborers Vinyl Seamer $41.09 7A 4V BY Kitsap Laborers Watchmen $35.20 7A 4V SY Kitsap Laborers Welder $41.79 7A 4V 8Y Kitsap Laborers Well Point Laborer $41.79 7A 4V BY Kitsap Laborers Window Washer/Cleaner $35.20 7A 4V BY i Exhibit D:SAAS Agreement fireMerl it'd 9Efl Us Advanced Metering Infrastructure(AMI)Agreement between City of Bremerton ("Customer") and Sensus USA Inc. ("Sensual IN WITNESS WHEREOF, the parties have caused this AMI Agreement ("At regiment") to be executed by their duly authorized representatives as of the day end year written below.The date of the last party to sign is the"Effective Date." This Agreement shell commence on the Effective Date and continue forluntil:5 Years ("Initial Term"). At the end of the Initial Term,this Agreement shall automatically renew for an additional term of 6 years("Renewal Terre"). The`term"shall refer to both the Initial Term end the Renewal Term. Sensus USA Inc. Customer: City of Bremertgn/.~ By: J-mot,- i, By: ��C � .-� � 'te 4 Name; S t. H\ 1,44 RR t G'R Name:V 1f 1amilton Title: V P Sy(e s (1)4 u f yr I.el- Title: Litili /Facilities Manacles Date: / /8 /a al 7 Date: 5/1 1/2oi 7 Contorts of this Agreement: AM Agreement Fadslbit A Software Exhibit S Technical Support liW sf°lib s E n s u s AM!Agreement 1. Equipment. A Purchase of Equipment Customer theft purchase el Field Devices,RF Field Equipment,and other goods(oolledivety.'Eaubmerd")from Sonsus' authorized distributor pursuant to the terms and conditinne(including any warranties on such Equipment)agreed by Customer end Senses'authorized dlstnTruior.This Agreement shell not effect any terms and condition°,tnduditg any warranty terms,agreed by Customer and Senses'authorized d Wier. It Customer elects to purchase any equipment or eeMces d!ecfty from Sonata,or If Customer pays any foes or other costa to Senses,then Senses'Terms of Sale shall apply.The'Terms of Sate'are evalabie at ettoeinesensus.comtfCffom> ond1ona ndt or 1430040EIER4T. 13. THERE ARE NO WARRANTIES iN THIS AGREEMENT, EXPRESS OR iMPtJED. SENSUS EXPRESSLY DtSCLAIN ANY AND ALL REPRESENTATIONS,WARRANTIES ANDKOR CONDITIONS,EXPRESSED,IMPLIED,STATUTORY OR OTHERWISE,REGARDING ANY MATTER IN CONNECTION WiTH THIS AGREEMENT,INCLUDING WfNHOUT UMITATION,WARRANiES AS TO FITNESS FOR A PARTTCU(AR PURPOSE, MERCHANTABILITY,NON.INFRDIGR8ENTAND TITLE. 2. Services, A. Installation of Equipment Installation services wit be es agreed between the Customer end Senses'authorized distributor. Some will not provide installation services pursuant to this Agreement B. Software implementation.Sams shad metal end configure the Software on the Server Hardware. C. IT Systems in egrtUon Services. Inbgration of the Software into Customer's new or existing Internal iT systems Is not included h this Agreement My integration work shall be subject to a separate agreement which detentes the scope end pricing for such work D. Technical Support Senses stall provide Customer the teotullcal support sot forth in Exhibit B. E. Project Management Project management of the AMI System Is not included In this Agreement.My project management Mal be subject to a separate agreement which describes the scope and pndng for such weak. F. Training.Training on the use of the ANTI System is na1 included in this Agreement My training strati be subject to a separate agreement vfikh deacnex+s the scope end pricing for such work. 3. Software. A. Seitwan es a Service(Sea).Senses shall provide Customer with Software as a Service,as dsinod in Exhibit A,only ao long as Customer is current In its payments for such services. B. UCiTA.To the maximum extent permitted by law,the Parties egret that the Uniform Computer IMormatot Transaction Act as enacted by any state shall not apply,in whole or in pad,to this Agreement 4. Spectrum A. Spectrum Lane. The parties previously entered into a spectrum manager lease on 3f24t2010(the"Soedrrxn Leese),which is hereby specifically incorporated by reference. 5. General Terns and Candliora. A. Mentionely Omitted B. Lhniteton of liability. i. Senses'aggregate liability in any and aft causes c1 action arising under,out of or In relation to this Agreement its negotiation,performance,broach or to urination(collectively'C, s of Acme')shall not exceed the greater of(a)the total°mount paid by Customer tircedty to Senses under this Agreement or(b)ten thousand US dolam(USD 10,000.00).This is so whether the Causes of Action era in tort,including,Aleut limitation,negligence or strict fabity,in contract,under statute or otlwrwdse. As separate end independent lenhations on lability,Serious'rmbti ty shall be limited to direct damages.Senses shall not be liable far,(I)any indkeet,Incidental,special or consequential damages;nor(II)any revenue or profits last by Customer or its Afrtiates from any End User(s),irrespective whether such lost revenue or profits Is categorized es direct damages or otherwise;nor(It)any intOut Costs;nor(iv)manual meter read costs end expenses;nor(v)dawns made by a third party;nor(a)damages arises from makes)or bottom plate breakage caused by freezing temperatures,water hammer comdlione,orenoeasive water pressure.The imitations on liabldy eat forth in this Agreement ere fundamental Inducements to Senses entering into this Agreement They apply unconditionaly and in all respects. They are to be interpreted broadly so as to give Senses the maximum protection permitted under tow. fi. To the maximum extent pemhitted by law,no Cause of Action may be kstltuted by Customer against Senses mare than TWELVE(12)MONTHS after the Cause of Action lust arose.In the ceku$5tiOn of any damages in any Cause of Acton,no damages Inwrred more than TWELVE(12)MONTHS prior to the Ming oftho Cause of Action shell be recoverable. C. Termination. Either party may laminate this Agrementearlier If the other party commits a msk>rial broach of this Agreement end such material breath is not cured within forty4tve(45)days of wrtten notice by the other party.Upon any expiration or term aton of this Agreement,Senses'and Customer's obligations hereunder shaft cease and the software as a service end Spectrum tease shall irmnediately cease. D. Force Majeure. It either party becomes unable,tither wholly or in pad,by en event of Force Majeure,to fulfil Its obligations under this Agreement,the obligations effected by the event of Force Majeure VA be suspended during the continuance of that inanity.The party affected by the force rrajeum will take reasonable steps to mitigate the Force Majeure. E Intelisstuel Property. No inteledarat Property is assigned to Customer hereunder.Senses shall own or continua to awn all hhte0arteal Property used, created,andlor derived In the course of performing the Agreement To the extent,if any,that any menthe,interest In and to such Intalettal Property does not automatically vest in Senses by virtue of this Agreement or otherwise,and instead vests in Customer,Customer agrees to grant and assign and hereby does grant end assign to Senses all right,title,and Interest that Customer may have in and to such Intellectual Property.Customer agrees not to reverse engineer any Equipment purchased or provided hereunder. F. ConfltMrtNaRty. Both parties shall(and shall cause their employees and contractors to)keep oil Confidential InfornatIon strictly confidential and shall net diadem it to any third party,except to the extent reasonably required to perform and enforce this Agreement or as required under spprscebb law,court order or regulation. The Confidential Information may be transmitted arafy,In writing,eledmnicelly or otherwise observed by either party. Notwit hstandi g the fooregoing,'Confidential Information'ghee not indude;(i)any information that is in the public domain other than duo to Recipient's breach of this Agreement(le any information in the possession of the Recipient without restriction prior to disclosure by the Discloser,or(E)any Information hdependontfy developed by the Recipient without relenoe en the Information disclosed hereunder by the Discoser.'Di>r ef'means ether party that discloses Confidential Information, and'Redolent'means either party that receives It G. Compliance with Lt v's. Customer shall comply with all eppioable country,federal,state,end local laws and regulations,as set forth at the time of acceptance end as may be amended,changed.or supplemented.Customer seal not take any action,or pormd the telling of any action bye third party.which 5 n 5 may render Senses liable for a violation of applicable laws. I. Export Control Laws. Customer shall;()comply with all epplkeble U.S.end local laws and regulations govern'eig the use,export,import,reexport, and transfer of products,technology,end services,and(t)obtain all required authorizations,permits,and licenses.Customer shall immediately notify Senses,and immediately cease all activities with regards to the applicable transaction,if the Customer knows or has a reasonable suspicion that the equipment,software,or servioes providod hereunder may be deeded to countries in violation of any export control laws.By ordering equipment, software or services,Customer certifies that it is not on any U.S.government export exclusion fret ii. Anti-Corruption larva.Customer shall comply with the United Steles Foreign Cmupt practices Act(FCPA),15 U.S.C.§78dd-1,et seq.;laws end regulations implementing the OECD's Convention on Combating Bribery of Foreign Public Officials In international Business Transactions;the U.N. Convention Against Corruption;the inter-American Convention Against Comuption;end any other applicable laws and reputations relating to anti. comrphon in the Customers county or any country where perfomurnoe of this Agreement,or delivery or use of equipment,software or services will owur. H. Non-Waiver of Righto.A waiver by either party of any bread!of this Agreement or the leen or delay of Whet party to edam any of the articles or otter provisions Pities Agreement will not in any way affect,limit or waive that partyrs right to enforoe and compel strict compliance with the same or other articles or provisions. I. Assignment and Sub-contractIng, Either party may essign,transfer ordelegate this Agreement without requiring the otrerpertyrs consent()to an AitUiate; (i)es part of a merger,or(ill)to a purheser of ell or substantially all of its wets.Apart from t e foregoing,neither party may assign,transfer or delegate this Agreement without the prior written consent of the other,which consent shall not be unreasonably withheld. Furthermore,Customer acknowledges Senses may use subcontractors to perform RF Field Equipment installation,the systems integration work(if applicable),or project management(f applicable),without requiring Ceetomere consent J. Amendments. No alteration,amendment or other modification shall be binding therms in writing end signed by both Customer and by a vice president(or higher)of Boners. K. Governing Law and Dispute Resolution. This Agreement shall be governed by,construed and enforced in accordance with the laws of the State of Delaware. Any and all disputes arising under,out of,or in relation to this Agreement,Its negotiation,performance or termination Pewees)shaft first be resolved by the Parties attempting mediation in Delaware.lithe Dispute in not resolved within sixty(60)days of the co mnencernent of the mediation,It shall be litigated In the state or Morel courts located in Delaware. TO THE MAXIMUM EXTENT PERMITTED BY LAW,THE PARTIES AGREE TO A BENCH TRIAL AND THAT THERE SHALL BE NO JURY IN ANY DISPUTES. L Restrictlon on Discovery. The Parties acknowledge the abundance of documents,data,and other information stored in an chthonic manner and the time end costs associated with retrieving relevant electronic data from the Parties during the Discovery portion of a dater.Accordingly,the Parties shad Weize only printed or hard-copy documents,data,and other information in Discovery and that not use or request electronic or e.Discovery methods for any Calm, demand,arbitration or frtigation subject to this Agreement. All relevant and unpnvieged printed or hard-copy materials shalt be subject to Discovery,but neither Party has an obligation to maintain printed or hard-copy files in anldpation of a claim,demand,litigation,or arbitration proceeding. M. Survival The provisions of this Agreement that are applicable to circumstances arising Mery its termination or expiration sha0 survive such termination or expiration. N. Severablity. n the event any provision of this Agreement is held to be void,unlawful or otherwise unenforceable,that provision wet be severed horn the remainder of the Agreement and replaced automatically bye provision containing terms as neatly like the void,unlawful,or unenforceable provision as possible;and the Agreement,es so modified,wel continue to be in tut force and effect O. Four Comers. This written Agreement Including all of its extibis,and the Spectrum Lease represents the entire understanding between arid obligations of the parties and supersedes en prior understandings,agreements,negotiations,and proposals,whether written or oral,formal or informal between the parties. Any additional writings shall not modify any limitations or remedies provided in the Agreement There are no other terms or conditions,oral,written,electronic or otherwise. There are no implied obligations.All obligations are specifically set forth in this Agreement Further,there are no representations that induced this Agreement that ere not included in it. The ONLY operative provisions ere set forth in writing In this Agreement Without limiting the generality of the foregoing,no purchase order placed by or an behalf of Customer shall alter any of the terns of this Agreement The parties agree that such documents are for administrative purposes only,even if they have terns and conditions printed on them and even if end when they are accepted andlor processed by Senses. Any goods,software or services delivered or provided in anticipation of this Agreement(for e.g.,ea pad of a plot or because this Agreement has not yet been signed but the parties have begun the deployment)under purchase orders placed prior to the execution of this Agreement are governed by this Agreement upon Its execution and it replaces and supersedes any suds purchase orders, P. Counterparts.This Agreement may be executed in any number of counterparts,each of whirls shall be deemed an original,but all of which together shag consfihute one and the same instrument Additionally,this Agreement may be executed by facsimile or electronic copies,at of which shall be considered an original for all purposes. 6. De6nttona.As used it this Agreement,the following terms shalt have the following meanings: A. "AAfyete"of a petty means any other entity controing,mnbdled by,or under common centre(with suds party,where'contra of an entity means the ownership, directly or ndirediy,of 50%or more of ether,(1)the shares o other equity in such entity;or(i)the voting rights it such entity. B. "Adt1 System"Identifies the Senses FlexNet Advanced Meter Infrastructure System comprised of the Snsrtloht Modules,RF Field Equipment Server hardware, s oftwere tektites,FCC licenses,and other equipment provided to Customer hereunder.The AMI System onty includes the foregoing,ea provided by Senses. The AM1 System does nth indude goods,equIpmait software,licenses or rights provided by a third party or parties to this Agreement. C. 'ConNderrttal infonnalbrr whams army and all ran-public Information of ether party,including the terms of this agreement a0 technical tnforrneton abort either party's products or services,pricing nformation,markeing and marketing plans,Customer's End Users'data,Mil System performance,AMI System arthiecture and design, Mil System software,other business and financial htrnnaton of either party,and all hate secrets of either party. D. 'Echo Transcehet identifies the Senses standalone,mounted May device ehat takes the radio frequency readlrhes from the SmsrtPoht Modulus and Ways them by radio frequency to the relevant Fleeted Base Station. E. "End Useemeans any end user of electricity,water,endlor gas(as appOc sale)that pays Customer for the conarnplion of electricity,water,and/or gee,as applicable. F. TM!Device?means the meters and SmertPolnt Modules and VentagePc nt Devices. G. 'FiexMet Base Steffan'Identifies the Senses mmrutactrred device consisting of one fronsoelvor,to be located on a tower that tecatvea readings from the SmeuPoirt Modules(either dtrediy or via an Echo Transceiver)by radio frequency and passes those Feedings to the RNI by TGPAP baddhaul communication.For deity,MedNet Base Stations Include Metro Base Stations. H. 'Force Meieuro'means er avant beyond a Pottle roasornblo control,tnthrdng,without'irritation,ads of God,Nmkorre,!hod,volcano,tsunami,tornado,storm, tempest,nhudsl'de,vandalism,Regal a unauthorized radio frequency interference,strikes,lockouts,or other industrial deturbanoes,unevalabtty of component parts of airy goods provided hereunder,ads of public enemies,wars,bloreades,Insurrections,riots,epidemics earthquakes,fires,restates or prohibitions by any court,board, department,corm'lsnton or agency of the Untied Steles or any States,any annals end restrains,evil detufimces and explosion. I, 'Hosted Soften!'means those hems listed es an Apptoaton in Erdntbyt A J. 'MADuf Coate means any wets and expenses Incurred by Customer n traisporeng goods between is warehouse end is End Users premises rod any costs and eo pensee homed try Customer in Waling,unkstatkrg end removing goods. r._ S f U5 K 'lblslbctral PrvpQdV means patents end pubnt epplcalons.inventions(whe w patentable or not),bedemroks,aeries marks,trade dress,copyrights,We mends, know♦aw,data rights,sped6oedona,drewhngs,designs,rroakwark rights,moral rights,author's rights,and other intelectual property rights,hdudhg any dedvatione ondror dahalve works,as may edit now or homier come Into exdslenoo,end if renewals and extensions thereof,regardless of vArethat any of such rights arise under the lave of the United Sfataa or of any other slab,country orjudirdidion,any roglabalona or spoked=bereol,and el goodwf{preemie thereto. L 'LOX identities the bed corr*d modulo. M "Owing Fos"meets the annual or monthly Foos,es amicable,b be petal by Customer b Senate out laded dlabbubr dui g the Term of the Agreemet N. 'Patches'means pakhee or other mekienaaoe releases of the Software that cared processing errors and other faults and defects brad pnrwtous versions of to Software,For ckdty,Pathes an not Updates or Upgrades. 0. Permklsd Uae'means only for reading and s a z�bp data from Customer's Field Mikes in the Service Territory.The Painted Use does not hdude reading third party meets or reedYg MA NI outside the Service Taribry. P. 'Waste maane both Updates end Upgrades. Q. 'Remab llaoscsl'W idenflea the Sensus etendaione,mounted relay device that takes the radio frequency readkpe tram the Smar Pont Modules and relays them directly b the RIB byTCPAPbeckl eulcarmrehfcadon. R. IV Raid Equlpaurf maene,colectvefy,F lehdtet Base Mons,Echo Transceivers and Remote Transceivers. S. 'fUd identies the regional nitwit YMerfeces oonshslbg of hardware end Wavers used to gather,shim,and report data cofoded by the Flatlet Base Stations tan the SmmlPokht Modutss./be MI hardware epoctibeions v+91 be pranced by Sonsus upon within request from Customer. T. 'RAl Software identities the Sams proprietary software used h the RNI end any Petdhes,Updebs,and Upgrades that are provided to Cotner pursuant b the firma of this Agreement. U. tarok*Terribryr h urtles the geographic area where Custom groveler aldtidty,victor,mike gas(as applicable)sehours to End Users or of the Elldke Date, This we ail be described on M prop prim shay In the pales'Spodnam teen iakg with the FCC. V. 'Saw*Omer moans to Rill tirecleare. W. "Smard'Olte Mar*V klatiies the Serous bensnie ion devices insisted at de lea such as seem,distribution aubmelon eserVment and demandhespanse devk as located at Cusbnwr s End Users'promises that take le readngs of the meters and transmit those readings by radio frequency hi the meant Flatlet Base Stefan,Rennie Tramplveror Echo Trensoeiver. X. '&aMe ne means al lee Sensus proprietary software provided pursuant to fhb Agreement end any Patches,Updates,awn Upgrades that are provided to Customer penitent le the Wins of the Agreemeltt The Software does not incdda any third party software. Y. TorrofCoopler task'iderdfla an Inductive couple:oaaadbn ism a veer register to the Bme Pant ibdufo. Z "Uptelee 1111618 releases of the Sohnao that constufe a minor impramant In functionality. M. •Lppade meets of the Software which constrrte a sign went knprovemam In km t:Sprally or ertheecase of the Software. 8B. •Vardegenik "'Swims"means Ming=trot modules Warmed.le e tint party*Ping device. CC. 'WANdat#sel"means the co mh rhkaton ink between%diet Base Stators and Remote Traarsed were end RNI. 5 11211 ;i1 Exhibit Software Software es a S.Ma Description of Swvica This exhibit contains the details of the Software as a Service that Senses shall provide to Customer if both;(1)pricing for to application of Software as a Service has been provided to the Customer,end(ii)the Customer is current in its payments for such application of Software as a Service. A. Software ass Service Generally. Software as a Service is a managed service In which Senses wftl be responsible for the day-to-day monitoring,maintenance,management,and supporting of Customer's software applications.In a Software as a Service solution,Senses owns et components of the solution(server hadware,storage, network equipment,Senses software,end all third-party software)required to run and operate the appli ation.These software applications consist of the following(each an"AnoIi ation"): • Regional Network Interface(RNI)Software • SensusAnalytics o Enhanced Package • VantagePoird Software The managed application systems consist of the hardware,Senses Software,and other third-party software that Is required to operate the software applications. Each Application will have a production,and Disaster Recovery(as described below)environment Test environments aro not provided unless otherwise spedfioatiy agreed by Senses In writing.Senwia wit manage the Applications by providing 24 x 7 x 365 monitoring of the availability and performance of the Applcetions. B. Usage License. Subject to al/the tones and conditions of this Agreement,&ensus hereby gives Customer a license under Senses'intellectual property rights to use the Senses Applications for the Permitted Use for so long as Customer is current in Its payments for the Applications("U acre License"). This Usage License scat commence on the Effective Data and that terminate upon the earlier at(I)the w peahen or termination of this Agreement for any reason;(i)if Customer uses the Applications provided henenderother than for the Permitted Use;and(hti)the Application is terminated as set forth below. C. Termination of Software as a Service. Customer shall hare the option at any time after full deployment but before the end of the Term to terminate any Application by giving Senses one hundred twenty(120)days prior written notice, Such notice,once delivered to Senses,is irrevocable. Should Customer elect to terminate any Application,Customer acknowledges that(a)Customer shall pay all applicable fees,including any unpaid Software as a Service fees;end(b) Software as a Service for such Application strati immediately cease.If Customer elects to terminate the RNI Application in the Sofiwate as a Service environment but does not terminate the Agreement generally,then upon delivery of the notice to Senses,Customer shall purchase the necessary(a)RNi hardware and(b) RNI software license,each at Senses'then-current pricing.No portion rf tea Software as a Service fees shall be applied to the purchase of the RNI hardware or software license. D. "Software y a Service*miens mte the following services: i. Senses will provide the use of required hardware,located at Senses'or a thtrd.padits data center facility(as determined by Sensus),that is necessary to operate the Application. a. Senses will provide production and disaster recovery environmerria for Application, Sanaus will provide patches,updates,and upgrades to latest Senses Hosted Software release. iv. Senses w3 configure and manage the equipment(server hardware,routers,switches,lirewalls,etc)In the data centers: a. Network addresses and virtual private networks(VPN) b. Standard time source(NTP of GPS) a Security moss points d. Respond to relevant alarms and notifications v. Capacity and performance management Senses a, Monitor capacity and performance of the Application server end software applcations 24x7 ushg KPI metric,thresholds,end alerts to proactively identify any potential Issues rotated to system capacity and/or performance(I.e.database,badkspool,togs,message broker sterna,etc.) b. If an Issue Is identified to have a potmntial impact to the System,Senses we open an incident lidoet and manage the ticket through resolution per Exttebt B,Technical Support c. Manage and maintain the performance of the server and perform any change or configuration to the server,in accordance to standard configuration and change management policies and procedures, d. Manage and maintain the server storage capacity and performance of the Storage Area Network(SAN), in accordance to standard configuration and change management policies and pocedums. e. Exceptions may occur to the system that require Senses to take Immediate action to maintain the system capacity and performance levels, and Senses has authority to make changes without Customer approval as needed,in accordance to standard configuration end change management policies and procedures. vi, Database management Senses welt a. Define data retention plan and policy. b, Monitor space and capacity requirements, c. Respond to database alarms and notiecatons. d. Install database software upgrades end patches. e. Perform routine database maintenance end cleanup of database to improve capacity end performance,such as rebating Indexes,updating indexes,consistency checks,run SQL query/agent jobs,etc, vii. incident and Problem Management. Senseswil: a. Proactively monitor managed systems(24x7x365)for key events and thresholds to proactively detect and identity incidents. b. Respond to trident and problems that ninny occur to the Application(s). c. Maintain polities and procedures for responding to incidents and performing root cause analysis for ongoing problems, d, Correlate incidents and problems where applicable. a. Senses personnel wit use the Salosforce Self Service Portal to document and back incidents, f. In the event that a Senses personnel Is unable to resolve an issue,the issue will be escalated to the appropriate Subject Matter Expert (SME), g. Maintain rasponstbluty for managing incident and problems through resolution end vet coordinate With Customer's personnel andlrr any required third-party vendor to resolve the issue. h. Provide telephone support consistent with Exhibit B,Technical Support In the case of undetected events. vill. Security Management Sensuswil: a. Monthx the physical end cybor security of the server and Application(e)24xT to ensure system le highly secure h accordance with Nisi Security Standards. b. Perform active intrusion prevention and detection of the data center network and lrewals.and monitor logs end alerts. a Conduct period penetration tesHrp of the network and data center fades. d. Conduct monthly wkierebiay scanning by both internal staid and external vendors. e. Perform Anti-Virus end Malwere patch management on el systems. f. Instal updates to aims protection soottware and related flies(Including Virus signature files and similar flees)on all servers from the update being generally available from the anti-virus collvraro provider. g_ Respond to any potential throat found on the system and work to etiaUnte Yrrus or Malware found. h. Sanwa adheres to and submits certification to NERGCIP C7ber Security standwds. I. Senses actively participates/monitors industry regulationfstandards regarding security—NERC,FERO,NISi,OponSG,etc.through the dedicated Sensus Security teem. j. Provide secure web portal access(SSL)to the Applicetion(s). a. Badaup and Disaster Recovery Management Sen sue wg: a. Perform deity backups of data providing one(1)year of history for auditing end restoration purposes. b. Badc-up and store data(on tapes or other nonage media es appropriate)of elte to provide protection against disasters and to meet file recovery needs. c. Conduct 6muementai and full badeups to capture data,end ctse ages to data,on the Appbcation(a). d. Somaus we replicate the Application(s)environments to a geographically separated data center location to provide a RS disaster recovery environment for the Appiation production system. o. Provide disaster recovery environment and perform fakeer to DR environment within forty-elght(48)hours of declared event f. Generate a report folowirg each and any disaster renewing performance agalnaf the disaster recovery plan and Identification of problem areas end plans for resolution. g. Maintain a disaster recovery plan.In the event of a disaster,Senses shalt provide the services In accordance with the disaster recovery peen. h. h the case of a disaster end loss of access to or use of the Application,Senses would use eommeraafy reasonable efforts per the Recovery Tie Object*and Recovery Point Objectives specified herein to restore operations at the same location of at a badsrp location within forty-eight(48)hours. The Application shall have a Recovery Time Objective(RTO)of forty-eight(48)hours. j. The Recovery Point Objective(RPO)Mel be a fin rocvvory of the Application(s),volt an RPO of one(1)hours,using no mare than a twenty- four(24)hour oid backup. AI meter-related data steee be pushed from each Base StebonfrGB restoring the database to reel-time minus external interfaced systems from the day prior. It Data from eddemai Interfaced systems that be recreated within a forty lght(48)hour period with the assistance of Customer personnel and staff,as needed. E. Customer R eponalbi9Ws: i, Coordnate and schedule any changes submitted by Sonsus to the system in accordance with standard configuration and change management a. Participate in all required canfiunstion and change management procedures. ei. Customer will log incidents related to the managed Application with Senses personnel via email,web portal ticoot entry,or phone call, Iv. Responsible for periodic processing of acoot to or readings(.e.being flies)for Customer's being system for being Grottier analysis purposes. v. Responsible for any field tabor to troubleshoot any SmartPohnt moddes or smart meters in the field in populations that have been previously deployed and accepted, vi. First response labor to troubleshoot FlexNet Base Station,Edo Transceivers.Remote Transceivers or other field network equipment tit. Responsible for local area network configuration,management,and support viii. Money and research problems with meter reads and meter read performance. Ix. Oreele end manage user accounts. x. Customize application configurations. xi. Support application users. O. Investigate application operational issues(e.g.meter reads,reports,slams,etc.). AL Respond to alarms and notifications. xiv, Perform firmware upgrades over-theak,or delegate and monitor field personnel for on-alte upgrades. F. "Software is aSerena"dons Dd><Include any of du fatlowing aervlcas: i. Parts or tabor requited to repair damage to any field network equipment that is the result of a Force Majeure event ii. My Iritagration between eppficetions,such as Harris MeierSense.would require a Professional Services contract to be seeped,submitted, and agreed in a signed writing between Senses end al the applicable parties. if an item is not ended In subparagraphs In Item(D)above,such Item is excluded from tin Software as a Service and Is'abject to addWonal pricing. IL FurtherAgreemerts A. System Upturns Rate I. Sensus(or its contractor)shall manage and Maintain the Application(s)on computers owned or condoled by Sensua(or its contractors)end shall ss use), ccenting to the below.Sonars endeavors to maintain an average System Uptime Rate equal to ninety n )mer access to the managed Aopfeetion(s)vie Internet or point to poktt comection(per Month(as de�finedd below). SystemUptlme Rate,cumulative across aE Applications,dial be calc sled as folows: System Uptime Rate a 100 x lTAAO—Total Non,Bchechilp all mltlt s(iLm►aioMhtl TMO I. CakutaUonn a. •Tmgsiad Khufu of Operation"or' MO"means total minutes arrxaslive amose ell Applications in the applicable month("Ilorttly") I gnu minus the Scheduled Downtime in the Month. b, "Scheduled Downtime"means the number of minutes during the Month,as measured by Sensus,In which access to any Application is scheduled to be unavailable for use by Customer duo to planned system maintenance. Senses shall provide Customer notice(via email or otherwise)at least seven(1)days in advance of commencement of the Scheduled Downtime. a "Non-Scheduled Downtlmd'means the number of minutes during the Mont,as measured by Somas,in which a000ss to any Application is unavailable for use by Customer due to reasons other than Scheduled Downtime or the Exception,as defined belay(mg,due toe need for unplanned matntanence orrepolr). ii. Exaaptlona."Exceptions"mean the following events: a. Force Majeure; b. Emergency Work es defined below;and c. Lack of Internet Avaiabitdy,as described be ow. i. Emergency Work. In the event that Force Majeure,emergencies,dangerous oondieons or other exceptional dcumstrmces arise or continue during TfAO,Sinus shall be entitled to take any actions that Semis,in good faith,determines is necessary or advisable to prevent,remedy,mitigate,or otherwise address actual or potential harm,Interruption,toss,throat,security or like concern to any of the Apptication(s)("Emergency Work"). Such Emergency Work may include,but is not limited to:analysis,leafing,repair,maintenance,ra.aetlhig and other servidng of the hardware,rabbling, netwod%software end other devices,materials end systems through which access to smeller use of the Appllcetion(s)by the Customer is made available(the"Maraoed seem").Senses shall endeavor to provide advance notice of such Emergency Work to Customer when practicable end pile. II. Lack of Internet Availabitky.Sinus shall not be responsible for any deterioration of performance attributable to latencies In the public Internet or point-to-point networkconnecdon operated by a third party.Customer expressly odcnowiedgaa end agrees that Senses does not and cannot control the Row of date to or from Senses'networks and other portions of the Internet,and that such Sow depends In part on the performance of Internet services provided or contoSed by third parties,and that at times,actions or Inactions of such thief parties can impair or disrupt date transmitted through,andlor Custornees connections to,the Internet or point togwint data connection(or portions thereof).Although Senses wit use ceremonially reasonable efforts to take actions Senses may deem appropriate to mitigate the effects of any such events,Sensors cannot guarantee that such events we not ocour.Accordingly,Senses disclaims any and all fiabiityr resulting from or relating to such events. B. Data Canter Slta..Secudty. Although Senses may modify such security arrangements without conic or notice to Customer,Customer ecknowkedgoa the following we the current arrangements regarding physical access to sod support of the primary heniware components of the Managed Systems: i, The computer roorn(s)in which the hardware la installed is accessible only in authorized individuals. ii. Power infrastructure includes one or more unintemuptibie power supply(UPS)devices end diesel generators or other alternative power for back-up ele:Meal power. Air-conditioning facilities(for heredity and temperature controls)are provided in or for such computer room(s)and can be monitored and adjusted for humidity and temperature setlinga and control.Such air systems are supported by redundant,back-up andlcr watch-over environmental unite. tv. Such electrical and A/C systems are monitored on an ongoing basis and personnel are available to respond to system emergencies(if any)in real time. v. Dry pipe proecton fee detection and suppression systems ere provided. vi, Data drcuttsare available via multiple providers and diverse paths,giving access redundancy. C. Responelbltttks of Customer I. Customer shot promptly pay all Software ea a Service foes. ill, Customer may not(I)comers*,knowingly,intentionally or rrnaliciousty threaten,disrupt,harm,abuse or interfere with the Application(s),Managed Systems or any of their fundianaiity,performance,security or integrity,nor attempt to do so;II?impersonate any person or entity,Gtduding,but not limited to,Sensus,a Senate employee or another user,or(h)fore,falsify,dsgufse or otherwise manipulate any identification information associated with Customer's access to or use of the Application(s). IS The provisioning,compatibility,operation,soculty,support,and maintenance of Customer's herdwware and software("Customer's Systems")is exclusively the responsiblity of Customer.Customer is also responsible,in particular,for c rre,cty configuring and meintaling(i)the desktop environment used by Customer to access the Appllcatba(s)moused by Senses;and n Customer's network router and firmest',ifepplicable,to al ow data to flow between the Customer's Systems end Senses'Managed Systems in a secure manner via the public Internet. iv. Upon receiving the system administrator account from Senses,Customer shall create username and passwords for oath of Customer's authorized users and complete the applicable Senses registration process("Atdh.wieni Users").Such usemannes and passwords will slaw Authorized Users to access the Application(s).Customer shall be solely responsible for rrabntabing the security end confidentiality of each user ID and password pal associated with Customer's account,and Senses will not be liable foreny loss,damage or liability arising from Customer's account or any user ID end password pairs associated with Customer.Customer Is fully responsible for all acts and omissions that occur through the use of Customer's account and any user ID end password pairs.Customer agrees(i)not to allow anyone other than the Authorized Users to have any access to,or use of Customer's account or any user ID and password pairs at any time;(ii)to notify Sensus lnmedlatey of any actual or suspected unauthorized use of Customer's account or any of such user if)and password pairs,or any other breech or suspected breath of security,restricted use or confrdentiaffiy; end ill)to take the Sonars-recommended v to log out from end otherwise exit the Appiicalon(s)and Managed Systems at the end of each session. Customer agrees that Senses shaft be entitled to rely,without inquiry,on the validity of the user accessing the Application(s)application through Customers account,account ID,usemames or passwords. v, Customer shall be responsible for the day-today operations of the Application(s)and AMI System. This includes,without limitation,(I)researching problems with meter reads and system performance,(I)seating and managing user accounts,(ill) customizing application configurations,(iv) supporting application users,(v)Investigating appiketion operational iasues,(vi)naponding to alarms and notifications,and(v1)perfomning over-the-air commands(midi as firmware updates or configuration changes). III, Senses Anatytics A. Essentist Package. The Essential Package of the Senses AnalytIcs Application shall consist of the following modules: I. Device Access e. Allows search for meter details by using data Imported from the Baling system or the Senses Device ID or AM1 ID. b, Allows a view of the meter interval or register reeds, c. Meter dab is available to be copied,printed,or saved to certain user programs or file formats,specifically CSV,PDF,and Spreadsheet d, Allows the current and historical data to be viewed. o, Allows the current usage to be compared to historical distribution averages. f. Allows the user to see Ow motor loretlon on a map view. g. Allows notifications for en event on a single ureter to be forwarded to a customer employee. h. Allows clothes to be viewed abort a meter—(dependent on the date integrated from other systems). I l ii. Meter lnsig t(provides the following) a. id active meters. b. #of orphaned meters with drib down b the list of meters. a #of Inactive meters with drill down b the fat of meters. d. #ofstab meters with tit doom to the fist Of meters. a. #of eirrost stele meters with drwdown b the fiatof meters. 1. #of metes where no reed is avaaable with dri down to the lot or meters. g. #of meters will high threshold exceptions with civil dorm to the fist of meters. h. #or unknown radios with dridamto the list ofmetro. ii. Report Access a. Mows the user to see motet alarms and choose a report from a list of standard reports. b. Master Route Ragister Roads:Shows the Latest reads for al meters wihin specified limo window. c. Meter Route Intervals Reads:Mows users b inspect intervals of ehgio snider over a period of time, d. Master Route No Reedbga list all meters that are active in the system,but have not been sending reads within the pealed time%window. e. Consumption Report List meters'consumption based on motor reaadngs within the specified time window. I. Zero Ccrhsnrpton for Period:List meters whose readings do not merge over a period of time. g. Negative Consumption: Shows the number of ocaxrences and readings of negative consumption for the last 24hr,48hr and 72hr from the entered rot up date. h. High tow Exoeplion Report Displays meters whose roads exceed minimum ortannd naxdnxun threshold,with a time range. G Consumption vs Previous Reported Reed:Comperes latest reading(from RNI)with last known read received bum CIS. j. Consumption Exception 24 hour Report This report shows molars that satisfy these two cessations:(1)The defy average cons rptione exceed entered"day consumption treshold f(2)The number of days when daily thresholds aro exceeded aro greater than the entered' exception per day threshold" k Endpoint DeWitt Shows the caned stele of meters that am created witn the specified Ume WOO- L Orphaned Meters:List meters that ere marked as orphaned',which are credal seal entered"Created es or parameter. m. Bring Request Mismatch:Displays meters in a brig request that have different AMR hot with the cries sent by RNI,It eho shows AMR id in bring request that have different motor Id in the RNI. n. Users need In enter which bring request fie prior b running the report o. Alarms Report List el derma occurred during a time window.Users can select which alarm to show. lv. Billing Access a, Initiate the creational bang export Nes formatted to t o inport needs of the bang system. b. Receive btfiirg request flees from the bung system to kletrtify what meters to Include in the brig export fie in the case where bang request No option Is used. c. Provides a repository of past bring Iles that were either used for biting preparation or actually send to the brag system. d, w,n atom created bring files fora period of three years unitise otherwise denoted. a. The system wa allow creation of test ties before wort ort to the Mang system. v. Being Adaptor a. The underlying confgurelor and tools mapping the esdracton of biting data to enable integration to the utility's bring system. vt. Dale Sore a. Mows storage of meter reading data including Intervals,Registers,end Alarms to be stored. b. Stored data Is avabble online for reports and analysis. a Date wit be retained for 3 years.Additional duration can be purchased. B. Enhanced Package.The Enhanced Package shot consist of the modules listed above in the Essential Package,as well as the following additional modules: I. Alarm Dashboard a. Moves the user to summarize end Neer darns bye date range, b. Mows the user b review d alarm types on a single omen, a The usercan liter out the alarms not wanted on the screen. d. Alarm totals can be visualized. e. Adds a view of trending alarms over time. f. CGdk to drill down en en elan to gain mom information on specific events. g. Click to analyze a specific event on a particular device. ii. Alarm Console a. Folow real time monitors Ale dorms coming from Customer's motors. b. Provides a single view for el alarms across the entire networtc. c. Mows the user to view trending death alarm over time, GI. Alert Manager a. Mows creation of alert groups who Mt be notified when an alarm occurs. b. Users con manage alert groups by ridding and r troop►members. a Alois selection of notfioation method for how end users In the group wiz be notified;east or SMS(text message). d. Mows creation of en alert from the available system events from smart points end assign toe group, re. Monitors the systems meters for events.When en event fa triggered al users In the group vol be notified. D. Integration of Senses Anafytics.Senses shot provide integration support services to Customer only to the extent spedficafy provided bebw: I. Senses shall provide Customer with a simple let file specification known as VFiex for the integration of the Customer's back office system to the Senses Anatyli s nodules.This fiat fie may be delimited or feed width.This specification slows Customer to transmit etch day or as needed:the devices and end users in the system,end user status,end user amount Information,end user name,and other end user details. When sent to the Senses FTP terrors,this file exchange wit enable the system to become operational with the Customer's systems. Customer shall produce this Se and bansmit it to the FTP bastion designated by Senaus.Sensus wiz provide reasonable support to explain to Customer the required vs.optional fields that era in the specification,testing and validation of the Ito format and content a. In scope of the included!Migration efforts Is the mapping tie Customer's fields to the VFlex spotacation. b. Out of scope and subject to additional charges wiz be the transformation of data where business logic inducing code must be written to modify the bald content or format of the data to meet the VF1ex spedficetlon. ii, Senses'integration services consists of four(4)hours of assistance(remote or on-site,as determined by Senses), If additional time Is nooded to complete the integration efforts,Senaua shall invoice Customer for additional fees an en actual time and materials basis, iIL If en Item 11 not gated In subparigraphs(I)or(ii)above,such Item Is excluded from the Integration of Senses Analytics Support and Is subject to additional pricing. E. Data knport The Senses Analytics Application costae adapters for the import of data from;(a)Customer's FlexNet AMI System;andlor(b)AutoRoad application for handheld and drive by systems,as applicable. F. CustomerAoknowtodgenents. Customeradawviedges that the Senses Analytics Application provides up to fEty(5D)user login for Customer's use. ii, Customer acknowledges and agrees the Senses A.nstytics Application is based upon the actual number of End Users within Customer's Service Territory. Pricing may Increase if Customer's Service Territory or actual number of End Users expands. Ili. Customer acknowledges that all data related to the Senses Analytics Applications is geographically hosted within the United States of America. Customer aosepte the geographic location of such hording,and inderenifioa Senses for any claims resulting therefrom. iv. Customer acknowledges and agrees that the Intellectual Property provisions of this Agreement apply in all respects to Customer's access to and use of the Senses Anatytrs Applications. v. Customer is responsible for validating the data analyzed by the Senses Analytics Applications. Senses makes no promises of improving Customer's operations or saving Customer money,nor is Sensors liable for any damages resulting from decisions made by Customer related to Customer's use of Sensus Analytics. IV. Third Party Softwuv. A. RadHet tlnux.If Senses is providing Customer with a license to use RedHat Linux Software,Customer agrees to the following: By entering into this Agreement Customer agrees to abide by and to be legally bound by the tame and conditions of the Red Hat End User License Agreements Identified below,each of which am Incorporated into this Agreement by reference and are available at the websites idontrTied beimv. Please read the Red Hat End User License Agreements and Incorporated references cerehngy. Subscription: End User Uoenso Agreement: Red Hat Enterprise Unux httpAirww.redhatcomticenseshbel_tha._eufa.html Boss Enterprise Middleware httplNnvw.redhatconwicenses!base.euta.html Mkt ._a 111111111111111, liMIMIIIIIM Exhibit S Tecfnkal Support 1. Introduction Senses Todnkel Services provides utility a stoners with a single point of coated far Merl support of technical issues as well as any coorfiretion of eddMonnl resources required to resoAe the issue.Requests that require apeaafizad slits are to be forwarded is a eerier support engineer or Technical Advisor within the team for further enaiysis.B Tactaiial Services has exhausted al troubleshooting efforts for the product type,the issue wi escalate to the Fagineering Support Team.Occasionally,on.eife boubteshootcrgfanatysia may be roquked.The preferred order'gonads support is a) The Customer(for assistance with the easiest and lowest time'conawtdng activities such as power onfpower off). b) The local dicbtulor. c) Sense employees or calendar personnel,if required to fulfi a rwntmct commitment 2. Support Geese oree 1 2.1. General questions regarding functionality,use of product,hovwb,and retreats for assistance on Senses AMR,AMI,RF Network Equipment,Metering Products end Sonars Lighting Control. 2.2, Proactive reporting end resolution of problems, 2.3. Reactive repotting b isolate,document,and solve reported hardware/software defects. 2.4. Responding to service requests end product changes. 2 5. Addreadrrg customer inquiries with printed o eleceanic doasmMation,examples,or additional mxianatlarldarificatian. 3. Support Hours 3.1. Standard SQport Hours:Totefree biephone support(1.800.63&3748 option 62)Is avalable Monday Eve Friday from 8::0OAM EST to&OOPM EST.After- hours,hosdey end weekend support forSeverity 1 and Save*2 issues is avaliabio by caring 1.80O83&3748,option ale. 4. Support Procedures 4.1. Customer iden6fes an Issue or potential problem and cafe Technical Services at 1.80083843748 Option f12.The Customer Saute Associate or Technical Support Engineer wit submit a Support tidcat 42. Tire Customs Service Associate or Technical Support Engineer wilt identify the cater name and utility by the assigned software serial number,city,and state it which the cal ariginatad.The nature of the problem and severity levels sop be egreed upon by both parties(either at the time the issue Is entered or prior to upgrading or downgrading en existing issue)using the severity definitions below as a guideline.The severity level Is then captured bib a support tided for creation and resolution processing.Any limo during the processing of this tidaet,if the seventy level is charged by Sensus,the xustomer eel be updated. Severely Levels Desaiption: Seel Customer's production system is dove).The system is unusable resulting in total disruption of work No workaround Is avalable and requires Immediate attention. Example:Network mass outage,al reading oorkedon devious Inoperable,Inoperable head end software(e.g.,RNI Software,Sensus MUM). 8ev2 Major system base/function failure.Operations are severely restricted;them Is a major disruption of wok,no acceptable woric-eround Ls avalable,and fame requires immediate gotten. Examples:Network equipment failure(e.g.,Flevdiet Echo,Flexe et Remote,Base Station transceiver,or VGB);Inoperable reading devices(e.g., AR5500,10(11,VGB,or CommaMLhk);hoed end software application has important hmaionafq not working and cannot create export fie for being system operations. Sava The system is usable and the Issue doesn't t aPed critical morel operation. Example:Minor network equipment failure(o.g.,Echo/Remote false alarms or Base Station transceiver false alarms);heed end software application operable but reports ate not nursing properly,modification of view or some non•aticol function of the sotMtane is not running. Savo Minor system issues,questions,new features,or enhancement requests to be corrected in future versions, Examples:Minor system Issues,general questions,aM'tbw-To'quotient. 4.3, The Customer Service Associate or Technical Support Engineer Identifies whether or not the**tenter is on support.If the customer le not en support,the customer is advised of the service options as well as any appecabie charges that may be biled. 4.4. strains are placed in a queue tom which they are accessible to Technical Support Engineers on a fesl-cornetist-serve basis.A first levee Customer Service Associate may assist the customer,depending on the difficulty of the cat and the representative's technical btmvledge.Tedunkal Support Engineers(Tier 1 support)typicely respond/resolve the majority of cols based on their product knee/edge and experience.A cal history for the partiarar account to researched to note any existing pattern or if the cat is a new report This research provides the representative a basis and umkrretaMarg of the account as well as any associated problems andlor resolutions that have been commuakeled. a. Technical Services coolie ice that there is en Issue or problem that needs fernier analysis to determine is cause.The fatvvirg information must be collected a deleted description of the Issue's symptoms,details on the soflwarofnardware product end version,a description of the environment In which the issue arises,end a list of any corrective action already taken. b. Technnical Services wi check the Internal database end product detect tracking system,to sec 11 reports of a eimter problem exist,and if any werkhg solutions were provided.if an existing resolution Is bend that wi address the reported Issue,it shell be communicated to the customer,Once it Is coniented that the issue has been resolved,the ticket Is used. c. If there Is no krewn defect or support that defines the behavior,Technical Services will work wee the customer to reproduce the issue,litho issue can be reproduced,either at the*returner she or within support center tail tab,Technical Services we escalate the ticket for further investigation/resolution. If the Issue involves units that are considered to be defective with no known reason,the representative we open a Special Investigation RMA through the Support system.If it Is determined that a sanette is required for further analysts,the customer will be provided with instructions that detail where to send the product eampi(*)fora root cause analysts.Once it Is detem ened that the Issue cannot be resolved by Tier 1 resources,be ticketwlt be escalated to Tier 2 support for coninthabon/woriseronds to resolve immediate issue.Technical Services we irnma lately corded the customer to advise of the escalation.The response end escalation times aro listed in Section 6.At this limo,screen shots,log ties,configuration Nes,and database badnfps we be created end attached to the tidal n r..r.n.'YR.�. h h •n ram♦ arm NNW __ s nsus 6. Response and Resolution Targets. Senses Technical Support sell make every reasonable effort to moot the following response and resolution targets: Tingat Severity SZa�td�ardPa Standard Target Resolution Raaolution(one or More oftit*following) *nodiately assign trained and qualified • SatisfactoryworlcwOund Is provided. Services Staff to correct the error on en ° Proyrem patch is provided. 1 30 Minutes expedited basis. Provide ongoing • Fa incorporated into future release. communication on the staters of a • Fix or workaround incorporated Into the Support correction. Knowledge Base. • Satisfactory workaround is provided. Assign trained and quelfhed Services • Program patch is provided. 2 4 trouts Staff to convict the error, Provide o Fix inaorporeted into future release. comma nicetionas updatesoow. • Far or*workaround incorporated into the Suppot Knowiedge . • Answer b question is provided. • Satisfactory workaround is provided. 3 1 Business Ray 00 business days • Fix er workarokmd incorporated Into the Support Knowledge Base. — — • Fix incorporated inb future release, • Answer to question is provided. 4 2 Business Days 12 months • Fix or workaround incorporated into the Support Kroh: ,:Base. 8. Problem Escalation Precast. 0.1. If the normal support process does not produce Bur dsairod results,or if the severity has changed,the issue may be escalated as follows to a higher level of authority. 6.1.1.Sevenly 1 issues are escalated by Sales or Technical Services to a Supervisor If not resolved within 2 hours;to the Manager level If not resolved within 4 hours;to the Director level if not revived within the some business day;and to the VP level If not resolved within 24 hours. 8.12.A Cr/gainer may escalate an issue by calling 1-B00 fr38-3748,Option 2.Please pertly the Support Ecket number and the reason why the issue is being escalated. 6.1.3.In the event that a customer is not satisfied with the level of support or continual problem with their products,they may escalate a given Support ticket to Manager of Tedmleal Services(1.800.6383748,Option 2). 7. General Support Provisions and Exclusions, 7.1. Sensus provides nine documentation for Sensua producin through the Senses U er Forma(http9lmyfex netoyatam.00m/ModuWtiserlLogin).AM Sanwa =tamers are provided access to this online database,which indkxfes operation,configuration and technical manuals.Senses also hosts periodic user group teleconferences to faalrtate the interchange of product ideas,product enhancements,and overall customer experienoes.The customer shall provide names and emelt accounts to Sensus so Sensus may provide access to the Portal. 7.2. Spedatrred support from Senses is available one fee basis to address support issues outside the scope of this support plan or if not covered under another specific maintenance contract For example,specialized systems integration services or out of warranty network equipment repair that is not covered under a separate maintenance contract. • I • O%001T O:500010.00Y VN.UGS CONTRACTOR __ 'Pot&SamA.,, ' _ ADOSESS I _ 1 'Mod PMI.4 ..-_... ..__ ►.of.d Mow IENROItou$. - ..-__.�..,_....._.}. SMSOUI[OFOAMS -. $AVIaIS CUARSM►E000 TO DATA "" la ,i.M 06CM/SON: 00AIAilY UNIT � YIIRf1110E ' AMMO_ art f uaNSD 01Y...., E1111NE0 OArtMfi tomer OW• � AIAOU NW 4.....�� s- 000 $ 000 MO }01 -•.�__�. • 0000 S • ON {Om SOLO • COO S OM __. MO, '-'- - 000 $ 000 SOW - —- -1 $ 0m SOW . 0.Z0r S 000 SOW 10.01 _.--- S 000 - • +. 5 _ .__A..£ • �� MS __ A. ........ • 00 S I °m f IOW i_.__- _._ - ono S - 000 Fey .-----"_.--y. .,I_:.... to _ -_om 1$ • 000 . .-. ak -.._. _..._- _ F00 :s OOO-+r Om Sow S0W 1 I • Om FS - e)iL So00 ._ ._....._ _.....1 So01 'I __... • OLO S • _OLO-• KR _...- -.. I SOW t - ._- t OW Tom -_ Om , S008 1 _ 1 S • - 0 S - 000 _ ._.. ... _.___ .I • S - Om �__ SOW IOW } • owT__. - ..0m SOW }Opl I O S OW I 7OID I S000 f _.._.. .-- 0 S • 000 Sa00 f• f. _ WO_...{dud- .- $ / 0 I 0m ../oOO — Taro $ O S OOO SaODSOLO-T- NM } eno S o000fa tam • .. ; 0 i ono SOW • I :.._• 0m • Om MS_ ` .----- A A - ate /MI Seca • ON JAR . *AOO , 0 _. OW -6K. - — __— }a�p S .._• ._0.r om tom S _ o } onoSODS —.. law Chows wPro Ramat ._. - SOm - -- ---- S • onoS ono Soso ---- SuOTOTAu Amowol.rr Mi ..._ "" Sam sato SSCO•_-... _---iOo'. l.-.. saw — "iiwhn 00 $ $ i S i" 1 s F $ S _..._ MMrw(r:410.411p.•4 0wnwie' S Sr$ S __•_ -- Cho*A.004 0, 10Y..UM -.. 1 $ $• 1S .-...•.r._._. • toTKwvo10EO MOUNT DOS UMW Sodom-'. 1 PUBLIC WOO=A006EM@ST Oh vre•CiO.5Snra bo00R.0a.040r.000.1s) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Willis Towers Watson Northeast, Inc. fka Willis of Pennsylvania, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 372305191 USA Ferguson Enterprises, LLC and Subsidiaries (See Attached Named Insured Schedule) 12500 Jefferson Avenue Newport News, VA 23602 Store #3653 Workers Compensation Policy WLRC66921402 provides coverage for AL, AK, AR, AZ, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, ME, MD, MI, MN, MO, MS, MT, NC, NE, NH, NJ, NM, NV, NY, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WV. SEE ATTACHED City of Bremerton Attn: Melinda Monroe 345 6th St., Suite 100 Bremerton, WA 98337 04/24/2020 1-877-945-7378 1-888-467-2378 certificates@willis.com Liberty Mutual Fire Insurance Company 23035 ACE American Insurance Company Liberty Insurance Corporation 22667 42404 Indemnity Insurance Company of North Ameri 43575 W16302005 A 2,000,000 1,000,000 10,000 2,000,000 5,000,000 2,000,000 Y TB2-691-468654-010 05/01/2020 05/01/2021 B 5,000,000 05/01/202105/01/2020 Self-Insured Physical Damage Y ISAH25301055 C 1,000,000 TH7-691-468654-020 05/01/2020 05/01/2021 1,000,000 WLRC66921402D 2,000,000No05/01/2020 05/01/2021 2,000,000 2,000,000 B Workers' Compensation & Employers Liability- CA/MA E.L. Each AccidentWLRC6692136005/01/2020 05/01/2021 E.L. Disease -Pol Lmt Per Statute E.L. Disease-Each Emp 165959019536192SR ID:BATCH: $2,000,000 $2,000,000 $2,000,000 Willis Towers Watson Certificate Center Page 1 of 2 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Ferguson Enterprises, LLC and Subsidiaries (See Attached Named Insured Schedule) 12500 Jefferson Avenue Newport News, VA 23602 City of Bremerton is included as Additional Insured under General Liability as required by written contract but only with respect to liability arising out of Named Insured's operations. City of Bremerton is included as Additional Insured as respects to Auto Liability. INSURER AFFORDING COVERAGE: ACE American Insurance Company NAIC#: 22667 POLICY NUMBER: RWCC66921281 EFF DATE: 05/01/2020 EXP DATE: 05/01/2021 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers' Compensation & E.L. Each Accident $2,000,000 Employers Liability - WI E.L. Disease -Pol Lmt $2,000,000 Per Statute E.L. Disease-Each Emp $2,000,000 2 2 Willis Towers Watson Northeast, Inc. fka Willis of Pennsylvania, Inc. See Page 1 See Page 1 See Page 1 See Page 1 25 Certificate of Liability Insurance W16302005CERT:1659590BATCH:19536192SR ID: As of 3/16/2020 Entity Name Entity Name AC Wholesalers Ferguson Valve & Automation Action Automation, a Wolseley Industrial Group company (eff 8/20/2018)Ferguson Waterworks Action Plumbing Supply (effective 7/15/2019)Ferguson Waterworks - Municipal Pipe ADL (effective 7/16/2018)Ferguson Waterworks - Red Hed Alaska Pipe & Supply Ferguson Waterworks EPPCO Andrews Lighting & Hardware Gallery Ferguson Waterworks International The Ar-Jay Center Galleria Bath & Kitchen Showplace Atlantic American Fire Equipment Company Grand Junction Pipe (effective 9/24/2018) Avallon Global HM Wallace, Inc. BAC Appliance Center H. P. Products Corporation Bath + Beyond HP Logistic, Inc. Bayport Partners, LLC Improvement Brands Holdings, Inc. Blackman Plumbing Supply, LLC (effective 12/11/2018)Industrial Hub of the Carolinas Brock-McVey (effective 7/30/2018)Innovative Soil Solutions LLC (effective 7/29/2019) Bruce-Rogers Company James Martin Signature Vanities, LLC (effective 1/28/2019) Build.com, Inc. (fka Improvement Direct, Inc.)J&G Products Cal-Steam Jones Stephens Corp. (effective 8/13/2018) Capital Distributing (effective 10/29/2018)Jones Stephens Global Sourcing (Wuxi) Ltd. (effective 8/13/2018) City Lights Design Showroom J.D. Daddario Company CFP Joseph G. Pollard Co. Clawfoot Supply, LLC JWIT Hydrotherapy Bath Solutions (effective 3/16/2020) Cline Contract Sales Karl’s Appliances Custom Lighting & Hardware Kitchen Art (effective 2/4/2019) Davies Water Lakeland Plumbing Supply, LLC DBS Holdings, Inc. Lighting Design Center Dealernet Lighting Unlimited Duhig Stainless (effective 3/12/2018)Lincoln Products Energy & Process Corporation Linwood Pipe and Supply Equarius Waterworks, Meter & Automation Group Living Direct, Inc. Factory Direct Appliance Louisiana Utilities Supply Company Ferguson Bath & Kitchen Gallery LUSCO Ferguson Bath, Kitchen & Lighting Gallery Mahwah Realty, LLC Ferguson.com Maskir Properties Inc. Ferguson CESCO, Inc.Matera Paper Company, Inc. Ferguson Direct Max Industries, Ltd. (effective 1/28/2019) Ferguson Enterprises, Inc. McFarland Supply Ferguson Facilities Supply (FEI)Michigan Meter Ferguson Facilities Supply (for Matera Paper -TX only)Millennium Lighting, Inc. (effective 8/27/2018) Ferguson Facilities Supply, Dogwood Building Supply Division (eff 10/22/18)Mission Valley Pipe (effective 6/3/2019) Ferguson Fire & Fabrication, Inc.Mississippi Utility Supply Co. (MUSCO) Ferguson Fire & Fabrication International Myers HVAC Supply Ferguson Heating & Cooling National Fire Products Ferguson Hospitality Sales New Jersey Plumbing Group, LLC Ferguson HVAC – Air Cold New York Plumbing Designs, LLC Ferguson HVAC – EastWest Air North Point Plumbing Supply, LLC Ferguson HVAC – Lyon Conklin Orange County Plumbing Group, LLC Ferguson Integrated Services Palm Designs LLC Ferguson International PCS Industries Ferguson Panama, S.A.PL Sourcing Ferguson Parts & Packaging Plumb Source FERGUSON ENTERPRISES, LLC ACTIVE DBA SUBSIDIARY LIST As of 3/16/2020 FERGUSON ENTERPRISES, LLC ACTIVE DBA SUBSIDIARY LIST PAGE 2 - DBA & SUBSIDIARY LIST Entity Name Entity Name Plumbing Décor Wolseley NA Finance, Inc. Plumbing Holdings Corp.Wolseley Staffing de Mexico S.A. de C.V. Pollardwater WPCC Forwarding Powell Pipe & Supply Co.Wright Plumbing Supply Power Equipment Direct Inc. Process Instruments & Controls, LLC (effective 9/9/2019) Professional's Bath Source PV Sullivan Supply Ramapo Wholesalers RB Huntington Realty, LLC Robertson Supply (effective 11/19/2018) Rocky Hollow Realty, LLC Renwes Sales Redlon & Johnson Reese Kitchen, Bath & Lighting Gallery S.W. Anderson Sales Corporation (effective 11/11/2019) Safe Step Walk in Tub, LLC (effective 7/31/2018) SG Supply Co. Ship-Pac Signature Hardware SimplyPlumbing, LLC SOS Sales Southhampton Realty Corp. Stock Loan Services, LLC Supply.com Tarpon Wholesale Supplies The Davidson Group The Plumbing Source The Stock Market Tinkar Realty, LLC TotalFab, LLC TPW Kitchen & Bath Wallwork (effective 12/10/2018) Wanlyn Realty Corp. Waterworks Industries Webb Distributors Western Air Supply Westfield Lighting Wholesale Group Wholesale Group Operations, Inc. Wolseley (Barbados) Ltd Wolseley de Puerto Rico, Inc. Wolseley Financial Services Wolseley Industrial Group Wolseley Integrated de Mexico S.A. de C.V. Wolseley Investments North America, Inc. Wolseley Investments, Inc. Wolseley NA Construction Services, LLC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Willis Towers Watson Northeast, Inc. fka Willis of Pennsylvania, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 372305191 USA Ferguson Enterprises, LLC and Subsidiaries (See Attached Named Insured Schedule) 12500 Jefferson Avenue Newport News, VA 23602 City of Bremerton, its officials, employees, agents and volunteers are included as Additional Insureds under General Liability as required by written contract but only with respect to liability arising out of Named Insured's operations. General Liability policy shall be Primary and Non-contributory with any other insurance in force for or which may be purchased by City of Bremerton. City of Bremerton Attn: Risk Management 345 6the Street, Suite 100 Bremerton, WA 98337 04/24/2020 1-877-945-7378 1-888-467-2378 certificates@willis.com Liberty Mutual Fire Insurance Company 23035 ACE American Insurance Company Liberty Insurance Corporation 22667 42404 W16302006 A 2,000,000 1,000,000 10,000 2,000,000 5,000,000 2,000,000 Y Y TB2-691-468654-010 05/01/2020 05/01/2021 B 5,000,000 05/01/202105/01/2020 Self-Insured Physical Damage ISAH25301055 C 1,000,000 TH7-691-468654-020 05/01/2020 05/01/2021 1,000,000 165959019536192SR ID:BATCH: Willis Towers Watson Certificate Center Page 1 of 2 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Ferguson Enterprises, LLC and Subsidiaries (See Attached Named Insured Schedule) 12500 Jefferson Avenue Newport News, VA 23602 Waiver of Subrogation applies in favor of City of Bremerton with respects to General Liability as per written contract or agreement. 2 2 Willis Towers Watson Northeast, Inc. fka Willis of Pennsylvania, Inc. See Page 1 See Page 1 See Page 1 See Page 1 25 Certificate of Liability Insurance W16302006CERT:1659590BATCH:19536192SR ID: As of 3/16/2020 Entity Name Entity Name AC Wholesalers Ferguson Valve & Automation Action Automation, a Wolseley Industrial Group company (eff 8/20/2018)Ferguson Waterworks Action Plumbing Supply (effective 7/15/2019)Ferguson Waterworks - Municipal Pipe ADL (effective 7/16/2018)Ferguson Waterworks - Red Hed Alaska Pipe & Supply Ferguson Waterworks EPPCO Andrews Lighting & Hardware Gallery Ferguson Waterworks International The Ar-Jay Center Galleria Bath & Kitchen Showplace Atlantic American Fire Equipment Company Grand Junction Pipe (effective 9/24/2018) Avallon Global HM Wallace, Inc. BAC Appliance Center H. P. Products Corporation Bath + Beyond HP Logistic, Inc. Bayport Partners, LLC Improvement Brands Holdings, Inc. Blackman Plumbing Supply, LLC (effective 12/11/2018)Industrial Hub of the Carolinas Brock-McVey (effective 7/30/2018)Innovative Soil Solutions LLC (effective 7/29/2019) Bruce-Rogers Company James Martin Signature Vanities, LLC (effective 1/28/2019) Build.com, Inc. (fka Improvement Direct, Inc.)J&G Products Cal-Steam Jones Stephens Corp. (effective 8/13/2018) Capital Distributing (effective 10/29/2018)Jones Stephens Global Sourcing (Wuxi) Ltd. (effective 8/13/2018) City Lights Design Showroom J.D. Daddario Company CFP Joseph G. Pollard Co. Clawfoot Supply, LLC JWIT Hydrotherapy Bath Solutions (effective 3/16/2020) Cline Contract Sales Karl’s Appliances Custom Lighting & Hardware Kitchen Art (effective 2/4/2019) Davies Water Lakeland Plumbing Supply, LLC DBS Holdings, Inc. Lighting Design Center Dealernet Lighting Unlimited Duhig Stainless (effective 3/12/2018)Lincoln Products Energy & Process Corporation Linwood Pipe and Supply Equarius Waterworks, Meter & Automation Group Living Direct, Inc. Factory Direct Appliance Louisiana Utilities Supply Company Ferguson Bath & Kitchen Gallery LUSCO Ferguson Bath, Kitchen & Lighting Gallery Mahwah Realty, LLC Ferguson.com Maskir Properties Inc. Ferguson CESCO, Inc.Matera Paper Company, Inc. Ferguson Direct Max Industries, Ltd. (effective 1/28/2019) Ferguson Enterprises, Inc. McFarland Supply Ferguson Facilities Supply (FEI)Michigan Meter Ferguson Facilities Supply (for Matera Paper -TX only)Millennium Lighting, Inc. (effective 8/27/2018) Ferguson Facilities Supply, Dogwood Building Supply Division (eff 10/22/18)Mission Valley Pipe (effective 6/3/2019) Ferguson Fire & Fabrication, Inc.Mississippi Utility Supply Co. (MUSCO) Ferguson Fire & Fabrication International Myers HVAC Supply Ferguson Heating & Cooling National Fire Products Ferguson Hospitality Sales New Jersey Plumbing Group, LLC Ferguson HVAC – Air Cold New York Plumbing Designs, LLC Ferguson HVAC – EastWest Air North Point Plumbing Supply, LLC Ferguson HVAC – Lyon Conklin Orange County Plumbing Group, LLC Ferguson Integrated Services Palm Designs LLC Ferguson International PCS Industries Ferguson Panama, S.A.PL Sourcing Ferguson Parts & Packaging Plumb Source FERGUSON ENTERPRISES, LLC ACTIVE DBA SUBSIDIARY LIST As of 3/16/2020 FERGUSON ENTERPRISES, LLC ACTIVE DBA SUBSIDIARY LIST PAGE 2 - DBA & SUBSIDIARY LIST Entity Name Entity Name Plumbing Décor Wolseley NA Finance, Inc. Plumbing Holdings Corp.Wolseley Staffing de Mexico S.A. de C.V. Pollardwater WPCC Forwarding Powell Pipe & Supply Co.Wright Plumbing Supply Power Equipment Direct Inc. Process Instruments & Controls, LLC (effective 9/9/2019) Professional's Bath Source PV Sullivan Supply Ramapo Wholesalers RB Huntington Realty, LLC Robertson Supply (effective 11/19/2018) Rocky Hollow Realty, LLC Renwes Sales Redlon & Johnson Reese Kitchen, Bath & Lighting Gallery S.W. Anderson Sales Corporation (effective 11/11/2019) Safe Step Walk in Tub, LLC (effective 7/31/2018) SG Supply Co. Ship-Pac Signature Hardware SimplyPlumbing, LLC SOS Sales Southhampton Realty Corp. Stock Loan Services, LLC Supply.com Tarpon Wholesale Supplies The Davidson Group The Plumbing Source The Stock Market Tinkar Realty, LLC TotalFab, LLC TPW Kitchen & Bath Wallwork (effective 12/10/2018) Wanlyn Realty Corp. Waterworks Industries Webb Distributors Western Air Supply Westfield Lighting Wholesale Group Wholesale Group Operations, Inc. Wolseley (Barbados) Ltd Wolseley de Puerto Rico, Inc. Wolseley Financial Services Wolseley Industrial Group Wolseley Integrated de Mexico S.A. de C.V. Wolseley Investments North America, Inc. Wolseley Investments, Inc. Wolseley NA Construction Services, LLC CG 20 10 04 13 © ISO Properties, Inc., 2012 Page 1 of 2 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. POLICY NUMBER: TB2-691-468654-010 CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 2 of 2 SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations Any person or organization to whom you become obligated to include as an additional insured under this policy as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of your operations or premises owned by or rented by you. However, the insurance provided will not exceed the lesser of: .The coverage and/or limits of this policy, or .The coverage and/or limits required by said contract or agreement. All locations. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 20 37 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Location And Description Of Completed OperationsOr Organization(s) Any person or organization to whom you become obligated to include as an additional insured under this policy as a result of any contract or agreement you enter into. All locations. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. POLICY NUMBER: TB2-691-468654-010 The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1)The additional insured is a Named Insured under such other insurance; and (2)You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. © Insurance Services Office, Inc., 2012 Page of 1 1CG 20 01 04 13 PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement modifies insurance provided under the following: OTHER INSURANCE CONDITION PRIMARY AND NONCONTRIBUTORY – THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 01 04 13 COMMERCIAL GENERAL LIABILITY Policy Number: TB2-691-468654-010 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule below because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule below. SCHEDULE Name Of Person Or Organization: As required by written contract or agreement entered into prior to loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. © Insurance Services Office, Inc., 2008 Page of 1 1CG 24 04 05 09 POLICY NUMBER: TB2-691-468654-010 III STARE w oy_ 7889 STATE OF WASHINGTON DEPARTMENT OF LABOR AND INDUSTRIES PO Box 44274 Olympia, Washington 98504-4274 November 17, 2020 CITY OF BREMERTON 345 6TH STREET, SUITE 100 BREMERTON WA 98337 w CERTIFICATE TO RELEASE L&I'S HOLD ON RETAINAGE 0 o The Washington State Department of Labor& Industries is granting approval to release our hold on the CD retained amount for FLEXNET INSTALLATION, Contract 6088, Affidavit 945133 to the following c, contractor: 0 O O o FERGUSON ENTERPRISES LLC 3171201 601 650 231 We have determined that all workers' compensation premiums, increases, and penalties for this contractor have been paid in full or are readily collectible without recourse to the retained funds, per chapter 60.28 RCW. The contractor may still be liable for payment if we later determine they owe additional premiums related to this contract or other activities. Before final payment can be made to the contractor, you will also need to receive releases from the Departments of Revenue and Employment Security Department in addition to ensuring: • All liens against retainage have been satisfied • All Affidavit of WagesPaid forms have been filed Thank you, Jordan Guerra Contract Release Specialist 360-902-6752 HOGO235@LNI.WA.GOV cc: FERGUSON ENTERPRISES LLC 12500 JEFFERSON AVE ATTN: LEGAL DEPARTMENT NEWPORT NEWS VA 23602 Page 2 1V State of Washington DEPARTMENT OF LABOR AND INDUSTRIES -- PO Box 44274 Olympia WA 98504-4274 CITY OF BREMERTON 345 6TH STREET, SUITE 100 BREMERTON WA 98337 N v, 0 0 w 0 0 0 a) 0 O_ O 0 0 0 0 O 0 0 RECEIVED 1 NOV 23 2020 ENGINEERILgG DIVISION Page 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 372305191 USA Ferguson Enterprises, LLC and Subsidiaries (See Attached Named Insured Schedule) 12500 Jefferson Avenue Newport News, VA 23602 Store #3653 Workers Compensation Policy WLR C67806943 provides coverage for AK, AL, AR, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, MD, ME, MI, MN, MO, MS, MT, NC, NE, NH, NJ, NM, NV, NY, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WV. SEE ATTACHED City of Bremerton Attn: Melinda Monroe 345 6th St., Suite 100 Bremerton, WA 98337 04/30/2021 1-877-945-7378 1-888-467-2378 certificates@willis.com ACE American Insurance Company 22667 ACE Property & Casualty Insurance Company Indemnity Insurance Company of North Ameri 20699 43575 ACE Fire Underwriters Insurance Company 20702 W20813937 A 5,000,000 5,000,000 5,000 5,000,000 10,000,000 10,000,000 Y HDO G72497466 05/01/2021 05/01/2022 A 5,000,000 05/01/202205/01/2021 Self-Insured Physical Damage Y ISA H25550018 B 1,000,000 XOOG72519802 001 05/01/2021 05/01/2022 1,000,000 WLR C67806943C 2,000,000No05/01/2021 05/01/2022 2,000,000 2,000,000 A Workers' Compensation & Employers Liability - AZ/CA/MA E.L. Each AccidentWLR C67806980 05/01/2021 05/01/2022 E.L. Disease -Pol Lmt Per Statute E.L. Disease-Each Emp 207773521028556SR ID:BATCH: $2,000,000 $2,000,000 $2,000,000 Willis Towers Watson Certificate Center Page 1 of 2 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Ferguson Enterprises, LLC and Subsidiaries (See Attached Named Insured Schedule) 12500 Jefferson Avenue Newport News, VA 23602 City of Bremerton is included as Additional Insured under General Liability as required by written contract but only with respect to liability arising out of Named Insured's operations. City of Bremerton is included as Additional Insured as respects to Auto Liability. INSURER AFFORDING COVERAGE: ACE Fire Underwriters Insurance Company NAIC#: 20702 POLICY NUMBER: RWC C67807029 EFF DATE: 05/01/2021 EXP DATE: 05/01/2022 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers' Compensation & E.L. Each Accident $2,000,000 Employers Liability - WI E.L. Disease -Pol Lmt $2,000,000 Per Statute E.L. Disease-Each Emp $2,000,000 2 2 Willis Towers Watson Northeast, Inc. See Page 1 See Page 1 See Page 1 See Page 1 25 Certificate of Liability Insurance W20813937CERT:2077735BATCH:21028556SR ID: As of 1/29/2021 Entity Name Entity Name AC Wholesalers Ferguson HVAC – EastWest Air ACF Environmental (effective 11/16/2020)Ferguson HVAC – Lyon Conklin Action Automation, a Wolseley Industrial Group company (eff 8/20/2018)Ferguson Integrated Services Action Plumbing Supply (effective 7/15/2019)Ferguson International ADL (effective 7/16/2018)Ferguson Panama, S.A. Alaska Pipe & Supply Ferguson Parts & Packaging Amerock, LLC (effective 1/11/2021)Ferguson Valve & Automation Amerock Holdings, Inc. (effective 1/11/2021)Ferguson Waterworks Andrews Lighting & Hardware Gallery Ferguson Waterworks - Municipal Pipe The Ar-Jay Center Ferguson Waterworks - Red Hed Atlantic American Fire Equipment Company Ferguson Waterworks EPPCO Avallon Global Ferguson Waterworks International BAC Appliance Center Galleria Bath & Kitchen Showplace Bath + Beyond Grand Junction Pipe (effective 9/24/2018) Bayport Partners, LLC HM Wallace, Inc. Blackman Plumbing Supply, LLC (effective 12/11/2018)H. P. Products Corporation Brock-McVey (effective 7/30/2018)HP Logistic, Inc. Bruce-Rogers Company Improvement Brands Holdings, Inc. Build.com, Inc. (fka Improvement Direct, Inc.)Industrial Hub of the Carolinas Cal-Steam Innovative Soil Solutions LLC (effective 7/29/2019) Capital Distributing (effective 10/29/2018)James Martin Signature Vanities, LLC (effective 1/28/2019) City Lights Design Showroom J&G Products CFP Jones Stephens Corp. (effective 8/13/2018) Clawfoot Supply, LLC Jones Stephens Global Sourcing (Wuxi) Ltd. (effective 8/13/2018) Cline Contract Sales J.D. Daddario Company Columbia Pipe & Supply LLC (eff 3/13/2020)Joseph G. Pollard Co. Custom Lighting & Hardware JWIT Hydrotherapy Bath Solutions (effective 3/16/2020) Davies Water Karl’s Appliances DBS Holdings, Inc. Kitchen Art (effective 2/4/2019) Dealernet Lakeland Plumbing Supply, LLC Duhig Stainless (effective 3/12/2018)Lighting Design Center Energy & Process Corporation Lighting Unlimited Equarius Waterworks, Meter & Automation Group Lincoln Products Factory Direct Appliance Linwood Pipe and Supply Ferguson Bath & Kitchen Gallery Living Direct, Inc. Ferguson Bath, Kitchen & Lighting Gallery Louisiana Utilities Supply Company Ferguson.com LUSCO Ferguson CESCO, Inc.Mahwah Realty, LLC Ferguson Direct Maskir Properties Inc. Ferguson CeSCO, Inc.Matera Paper Company, Inc. Ferguson Enterprises, Inc. Max Industries, Ltd. (effective 1/28/2019) Ferguson Enterprises, LLC McFarland Supply Ferguson Enterprises of Virginia, LLC MFP Design (effective 3/25/2020) Ferguson Facilities Supply (FEI)Michigan Meter Ferguson Facilities Supply (for Matera Paper -TX only)Millennium Lighting, Inc. (effective 8/27/2018) Ferguson Facilities Supply, Dogwood Building Supply Division (eff 10/22/18)Mission Valley Pipe (effective 6/3/2019) Ferguson Fire & Fabrication, Inc.Mississippi Utility Supply Co. (MUSCO) Ferguson Fire & Fabrication International Myers HVAC Supply Ferguson Heating & Cooling National Fire Products Ferguson Hospitality Sales New Jersey Plumbing Group, LLC Ferguson HVAC – Air Cold New York Plumbing Designs, LLC FERGUSON ENTERPRISES, LLC ACTIVE DBA SUBSIDIARY LIST As of 1/29/2021 FERGUSON ENTERPRISES, LLC ACTIVE DBA SUBSIDIARY LIST PAGE 2 - DBA & SUBSIDIARY LIST Entity Name Entity Name Wolseley de Puerto Rico, Inc. North Point Plumbing Supply, LLC Wolseley Financial Services Orange County Plumbing Group, LLC Wolseley Industrial Group Palm Designs LLC Wolseley Integrated de Mexico S.A. de C.V. PCS Industries Wolseley Investments North America, Inc. PL Sourcing Wolseley Investments, Inc. Plumb Source Wolseley NA Construction Services, LLC Plumbing Décor Wolseley NA Finance, Inc. Plumbing Holdings Corp.Wolseley Staffing de Mexico S.A. de C.V. Pollardwater WPCC Forwarding Powell Pipe & Supply Co.Wright Plumbing Supply Power Equipment Direct Inc. Process Instruments & Controls, LLC (effective 9/9/2019) Professional's Bath Source PV Sullivan Supply Ramapo Wholesalers RB Huntington Realty, LLC Rencor Controls (effective 3/16/2020 Robertson Supply (effective 11/19/2018) Rocky Hollow Realty, LLC Renwes Sales Redlon & Johnson Reese Kitchen, Bath & Lighting Gallery S.W. Anderson Sales Corporation (effective 11/11/2019) Safe Step Walk in Tub, LLC (effective 7/31/2018) SG Supply Co. Ship-Pac Signature Hardware SimplyPlumbing, LLC SOS Sales Southhampton Realty Corp. Stock Loan Services, LLC Supply.com Tarpon Wholesale Supplies The Davidson Group The Plumbing Source The Stock Market Tinkar Realty, LLC TotalFab, LLC TPW Kitchen & Bath Wallwork (effective 12/10/2018) Wanlyn Realty Corp. Waterworks Industries Webb Distributors Western Air Supply Westfield Lighting Wholesale Group Wholesale Group Operations, Inc. Wolseley (Barbados) Ltd Page 1 of 2 CERTIFICATE OF LIABILITY INSURANCE D04/05/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES. BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER CONTACT Nillis`Towers Watson Certificate Center Willis Towers Watson Northeast, Inc. NAME: c/o 26 Century Sled PHONEEgllt 1-877-545-7378 IXN 1-B88-467-2378 P.O. Box 305291 certificates@aillis.corn Nashville, TN372305191 USA ,Ncuaearst Aeenoniur_ rnumnarec uA,r w INSURED Ferguson Enterprises, LLC and Subsidiaries (See Attached Named Insured Schedule) 12500 Jefferson Avenue Newport News, VA 23602 NNSURERA: ACE American Insurance Company 22667 INSURERS: ACE ProPerty & Casualty Insurance Company 20699 INSURER C : Indemnity Insurance Company of North Ameri 43575 INSURERD: ACE Fire Underwriters Insurance Company 20702 E. F: COVERAGES CERTIFICATE NUMBER! W24475814 REVISION NUMRFR! THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH P_OLICIE_S. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF IIVBURANCE A ] L'1181' FOLI%Y EFF MMI.[ DW POLICY NUMBER MMI ODWY MMIDD/YYW LIMITS X COMMERCIAL GENERAL LIABILITY EACHOCCURRENCE $ 5,000,000 CLAIMS -MADE X OCCUR AM AG+. TO RENTE-0 PREMISES r.Ea occurrence)_, $ 5,000,000 A MED EXP (Any one person) $ 5,000 Y BDO G72489494 05/01/2022 05/01/2023 PERSONAL & ADV INJURY $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10, 000, 000 I 7X PRO- POLICY JECT t•`aLOC PRODUCTS -COMNOPAGO $ 101000,000 OTHER: Is AUTOMOBILE LIABILITY _ COMBINED SINGLE LIMIT s 5,000,000 Ea accidents _ X ANY AUTO BODILY INJURY (Per person) $ A qCEDULED Y ISA H25564637 OS/01/2022 D5/Ol/2023 BODILYINJURY(Peraccident) $ AUTOS ONLY Fx` XpH�IRED NON-OWNED��yRr1 PROP RTY AMAGE $ NLY Bal£—IeQnrud Ph�ye3Sa1 s X %� Damace i X UMBRELLA LIAR X I OCCUR _ 13 EACH OCCURRENCE $ 1,0a0,000 105/01/2022 S EXCESS LIAB CLAIMS -MADE XOOG72519802 002 05/01/2023 AGGREGATE $ 1,000,000 DED RETENTION $ $ WORKERS COMPENSATION j X. AND EMPLOYERS' LIABILITY Y! N STATUTE ERA _ C ANYPROPRIETORrPARTNEF/EXECUTIVE No N/A I E.L. EACH ACCIDENT $ 2,000,000 OFFICERIM EMBER EXCLUDED? (Mandatory In NH) I WLR. C68925289 05/01/2022 05/01/2023--"-'------ - ----- E.L. DISEASE - EA EMPLOYEE $ 2,000,000 II es, describe under DESCRIPTION OF OPERATIONS below i E.L. DISEASE - POLICY LIMIT $ 2,000,000 A Workers' compensation a WLR C68925320 05/01/2022 05/01/2023 E.L. Each Accident $2,000,000 Employers Liability - AZ/CA/KA E.L. Disease -Pol Lmt- $2,000,000 Per Statute E.L. Disease -Each Emp$2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS l VEHICLES (ACORO 101,.Additional Remarks Schedules, may be attached N more space is required) Store #3653 Workers Compensation Policy NLR C68925289 provides coverage for AK, AL, AR, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, ICY, LA, NO, ME, MI, MN, NO, MS, MT, NC, NE, NH, NJ, NM, NV, NY, OK, OR, PA, RI, SC, 3D, TN, TX, UT, VA, VT, NV SEE ATTACHED in R a t17Lsr_i 1 a City of Bremerton. Attn: Melinda Monroe 345 6th St., Suite 100 Bremerton, WA 98337 CANULLLATION SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 9)1988.2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD aR rD: 22420995 skrcx: 2476376 203 3770 AGENCY CUSTOMER ID: LOC #: AC40RV ADDITIONAL REMARKS SCHEDULE AGENCY NAMEDINSURED Millis Towers 'Watson Northeast, Inc. Ferguson Enterprises, LLC and Subsidiaries (Sae Attached Named Insured Schedule) POLICY NUMBER 12500 Jefferson Avenue 9ee Page 1 Newport News, VA 23602 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page I Page 2 of 2 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance City of Bremerton is included as Additional Insured under General Liability as required by written contract but only with respect to liability arising out of Named Insured's operations. City of Bremerton is included as Additional Insured as respects to Auto Liability. INSURER AFFORDING COVERAGE: ACE Fire Underwriters Insurance Company POLICY NUMBER: RWC C68925368 EFF DATE: 05/01/2022 EXP DATE: 05/01/2023 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers' Compensation 5 E.L. Each Accident $2,000,000 Employers Liability - WI E.L. Disease -Pol Lmt $2,000,000 Per Statute E.L. Disease -Each Emp $2,000,000 NAIC#: 20702 ACORD 101 (2008/01) ® 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 22420995 BATCH:2476376 CERT. W24475814 As of 04/04/2022 FERGUSON ENTERPRISES, LLC ACTNE DBA SUBSIDIARY LIST Entity Name Entitv Name AC Wholesalers Ferguson Facilities Supply (for Matera Paper -TX only) ACF Environmental (effective 1111.6/2020) Ferguson Facilities Supply, Dogwood Building Supply' Division ('eff 10122118) Action Automation, a Wolseley Industrial Group company (eff 8120/2018) Ferguson Fire & Fabrication, Inc. Action Plumbing Supply (effective 7/ 1512019) Ferguson Fire &Fabrication lnlernational Adirondack Piping Solutions (effective 2n/2022) Ferguson Heating & Cooling ADL (effective 7/16/2018) Ferguson Hospitality Sales Alaska Pipe & Supply Ferguson HVAC - Air Cold Amerock,LLC (effectivel/1.1/2021) Ferguson .HVAC-hastWestAir Amemck Holdings, Inc. (effective I/I IPM21) Ferguson HVAC - Lyon Conklin AMSSteam Products (effective 12/13/2021) Ferguson Industrial (eflective3/15/2022) Andrews Lighting & Hardware Gallery Ferguson Integrated Services The Ar-Jay Center Ferguson International Atlantic American Fire Equipment Company Ferguson Panama, S.A. Avallon Global Ferguson Parts &Packaging BAC Appliance Center Ferguson Valve & Automation Bath + Beyond Ferguson Waterworks Bayport Partners, LLC Ferguson Waterworks - Municipal Pipe Blackman Plumbing Supply, LLC (effective 12/1.1/2018) Ferguson Waterworks - Red Hed Brock -McVey (effective 7/30/2018) Ferguson Waterworks EPPCO Bruce Rogers Company I 'erguson Waterworks International Build.com, Inc. (fka Improvement Direct. Inc.) { ailleria Bath & Kitchen Showplace Cal -Steam Grand. Junction Pipe (effective 9/24/20.18) Canyon Pipe & Supply (effective 7/2612021) Wallace, Inc Capital Distributing (effective 10/29/2018) Hot Water Products (effective 12/13/2021) City lights Design Showroom Hot Water Sales and Associates (effective 12/13/2021) CFP H.P. Products.Corporalion Clawfoot Supply, LLC HP Logistic, Inc. Cline Contract Sales Improvement Brands Holdings, Inc. Columbia Pipe & Supply LLC (efi'3/13/2020) Industrial.Hub of the Carolinas Custom Lighting & Hardware Innovative. Soil Solutions LLC (effective 7/29/2019) Davies Water James Martin Signature Vanities, LLC (effective 1./28/20.19) DBS Holdings, lac, J&G Products Dealernet Jones Stephens Corp. (effective 8/13/2018) Duhig Stainless (effective 311212018) Jones Stephens Global Sourcing (Wuxi) Ltd. (effective 8/13/2018) Energy & Process Corporation J.D. Daddario Company Equarius Waterworks, Meter & Automation Group Joseph G. Pollard Co. Factory Direct Appliance JW1T Hydrotherapy Bath Solutions (effective 3/1612020) Ferguson Bath & Kitchen Gallery Karl's Appliances Ferguson Bath; Kitchen & Lighting Gallery Kitchen Art (effective 2/412019) Ferguson.com Lakeland Plumbing Supply, LLC Ferguson CESCO, Inc. Lighting Design Center Fergu>nn Direct Lighting Unlimited Ferguson CeSCO, Inc. Lincoln Products Fer_,u4nn Enterprises, Inc. Linwood Pipe and Supply Ferguson Enterprises, LLC Living Direct, Inc. Ferguson Enterprises LLC dba Henry Plumbing Kitchen & Bath Galleries (eff 2/9/2022) Louisiana Utilities Supply Company Ferguson Enterprises LLC dba Henry Plumbing Supply (effective 2/90022) LUSCO Ferguson Enterprises LLC dba Henry Kitchen & Bath (effective 2/16/2022) Mahwah Realty, LLC Ferguson Enterprises LLC dba Plumbers Supply Company of St. Louis (eff 2/16/2022) MaskirProperties Inc. Ferguson Enterprises of Virginia, LLC Matera Paper Company, Inc. Ferguson Facilities Supply (FEI) Max Industries, Ltd. (effective 1/28/2019) 3 of 3 3770 As of 04/04/2022 PAGE 2 — DBA & SUMMARY LIST Lutht—'N= McFarland Supply Meyer Appliance (effective 9/2012021) MFP Design (effective 3/25/2020) Michigan Meter Millennium Lighting. Inc. (effective 8/27/2018) Mission Valley Pipe (effective 6/3/2019) Mississippi Utility Supply Co. (MUSCO) Moore Industrial Supply (effective 7/12/2021) Myers HVAC Supply National Fire Products New Jersey Plumbing Group, LLC New York Plumbing Designs. LLC North Point Plumbing Supply, LLC Old Dominion Supply. Inc. (effective 1012612020) Orange County Plumbing Group, LLC Palm Design% LLC PCS Industries PL Sourci ng Plumb Source Plumber SupplyCnmpany (effective I/24/2022) Plumbing Ddcor Plumbing Holdings Corp. Pollardwater Powell Pipe & Supply Co. Power Equipment Direct Inc. Process Instruments & Controls, LLC (effective 9/9/2019) Professional's Bath Source PV Sullivan Supply Ramapo Wholesalers RB Huntington Realty, LLC Rencor Controls (effective 3/16/2020 Robertson Supply (effective 11/19/2018) Rocky Hollow Realty. LLC Renwes Sales Redlon & Johnson Reese Kitchen, Bath & Lighting Gallery Royal Pacific Limited (effective 11/22/2021) S.W. Anderson Sales Corporation (effective 11/1112019) Safe Step Walk in Tub (effective I1/I/2021) Safe Step Walk in Tub. LLC (effective 7131/2018) SG Supply Co. Ship-Pac Signature Hardware SimplyPlumbing, LLC SOS Sales Southhampton Realty Corp. FERGUSON ENTERPRISES, LLC ACTIVE DBA SUBSIDIARY LIST "smith Name iunstate Meter & Supply, Inc, (effective 10/2512021) iupply.com Tarpon Wholesale Supplies Che Davidson Group Che Kitchen Showcase (effective 6/2112021) .be Plumbing Source Che Stock Market Cinkar Realty. LLC CotalFab. LLC CPW Kitchen & Bath. Jncle Sam Piping Solutions (effective 2/7/2022) Nallwork (effective 12/1012018) Nanlyn Realty Corp. Waterworks Industries Nebb Distributors Western Air Supply Nestfield Lighting Wholesale Group Nholesale Group Operations, Inc. Nolseley (Barbados) Ltd Nolseley de Puerto Rico, lac. Nolseley Financial Services Nolseley Industrial Group Nolseley hrtegrated de Mexico S.A. de C.V. Nolseley Investments North America, Inc. Nolseley hnvestments, Inc. Nolseley NA Constriction Services, LLC Nolseley NA Finance, Inc. Nolseley Staffing de Mexico S.A. de C.V NPCC Forwarding Nrieht Plumbing Suoolv