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2497 ITN Number 20/21-35R Agrmnt betw COS & Core & Main LPa�� AGREEMENT BETWEEN THE CITY OF SANFORD AND CORE & MAIN LP ITN NUMBER: 20/21-35R ADVANCED WATER METER SYSTEM THIS AGREEMENT (hereinafter the "Agreement") is made and entered into this 'e"6' 2 My of February, 2023, by and between the City of Sanford, a Florida municipality, (hereinafter referred to as the "City" or "Client"), whose mailing address is 300 North Park Avenue, Sanford, Florida 32771, and Core & Main LP, a Florida limited partnership whose principal address is 590 Ferguson Dr., Orlando, FL 32805, (hereinafter referred to as "Core & Main" or "Vendor"). The City and Core & Main hereinafter may be referred to collectively as "Parties" or singularly as "Party." WITNESSETH. WHEREAS, the City issued its Invitation To Negotiate No. ITN 20/21-35R dated August 26, 2021, entitled "ADVANCED WATER METER SYSTEM" (the "ITN") pursuant to terms of which the City was seeking to establish a new solicitation for Vendors; and WHEREAS, in response to the ITN, Core & Main submitted a proposal to provide the Advanced Water Meter System as described in the ITN; and WHEREAS, the City has accepted the proposal submitted by Core & Main to provide the services as described in the Scope of Services outlined in the ITN and both Parties have agreed to enter into this Agreement setting forth the conditions, terms and agreements pursuant to which Core & Main will provide goods and services related to the installation of an Advanced Water Meter System as described and detailed in the ITN and the Proposal of Core & Main to and for the City. IN CONSIDERATION of the mutual covenants, promises, and representations contained herein and other Rood and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: Section 1. Recitals. The above statements are true and form a material part of this Agreement upon which the Parties have relied. Section 2. Authority. Each Party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement, and that it has the legal authority to enter into this Agreement and to undertake all obligations imposed on it. The persons executing this Agreement for each Party certify that they are authorized to bind the Party fully to the terns of this Agreement. Section 3. Scope of Agreement; Direction of the Provision of Goods and Services. This Agreement is for the provision of an Advanced Water Meter System across the City's entire potable water service territory as set forth in the provisions of the City's ITN, the proposal of Core & Main submitted in response to the ITN, which response is incorporated herein by this reference, the documents relating thereto, and the Exhibits to this Agreement. Core & Main agrees to accomplish/ complete the Project as identified and set forth in the ITN and the Proposal of Core & Main and as more particularly described and provided for in this Agreement, including all Exhibits and attachments hereto, and for the compensation specified in the Exhibit D. The following Exhibits attached hereto and incorporated herein described in detail the Standard Contractual Terms and Conditions, the Project Scope, the Project Summary, the Project Pricing, the agreed upon Statement of Work, the Metering Structure and method to be utilized, the Warranties to be provided by Core & Main, the Sensus Advanced Metering Infrastructure (AMI) Agreement and the Project Schedule. The Exhibits attached hereto and by this reference incorporated herein and made a part of this Agreement, are described as follows. Exhibit A - Standard Contractual Terms and Conditions as negotiated and agreed by the Parties Exhibit B - Project Scope Exhibit C - Invitation to Negotiate (ITN) Term Contract — Advanced Water Meter System, and Proposal of Core & Main LP Exhibit D - Project Pricing/Core & Main Compensation 21Pa,c Exhibit E Sensus Ndtwork as a Service and Spectrum Lease Agreement Exhibit F - Statement of Work Exhibit G - Warranties Provided by Core & Main Exhibit G -I - Manufacturer's Warranty Exhibit H Project Schedule Exhibit I Self -Insured Retention Bond Form B. Any changes in the Scope of Work shall be accomplished by the issuance of a work/purchase order to Core & Main. Any change in the Compensation to be paid to Core & Main (Project Pricing) shall be required to be Mutually agreed to by both Parties and be memorialized by the issuance of work/purchase order from City to Core & Main which is executed by both the City and Core & Main. C. It is recognized that Core& Main shall provide services as directed by the City and Core & Main shall be required to review the progress of the installation of the Advanced Water Meter System upon request from the City D. The City's contact/project manager for all purposes under this Agreement shall be the following named individual or his designee: William Marcous Utility Support Services Manager Public Works Department City of Sanford Post Office Box 1788 Sanford, Florida 32772-1788 Phone: 407-688-5105 E. Prior to the execution of this Agreement by, or on behalf of the City, Core & Main shall provide the City with a revised project schedule for review and approval. Upon approval by the City, the revised project schedule shall be attached hereto as Exhibit H. 3 11-1 n ,i c Section 4. Effective Date: Term of Agreement: Renewal; Annual Review. This Agreement shall take effect on the date that this Agreement is ftilly executed by the Parties hereto. This Agreement shall be in effect for a term of two (2) years with the opportunity for additional I - year renewal periods when in the best interest of the City upon mutual agreement of the Parties. However, the total length of this Agreement, including all renewals, shall not exceed 5 years, except to the extent of any extensions of time permitted by the terms of this Agreement In any event, this Agreement shall remain in effect until the goods and services to be provided by Core & Main to the City under each purchase order have been fully provided in accordance with the requirements of the City; provided, however, that, the indemnification provisions and insurance provisions of the standard contractual terms and conditions referenced herein shall not ten-ninate and the protections afforded to the City shall continue in effect subsequent to such goods and services being provided by Core & Main. Core & Main shall review the quality and status of the goods and services pertaining to the provision of an Advanced Water Meter System with the City on an at least an annual basis. Section 5. Compensation. The Parties agree the compensation to be paid to Core & Main shall be as set forth in Exhibit "D" — Project Pricing/Core & Main Compensation, with the initial purchase of goods and services being in the amounts set forth in the attachments or Exhibits hereto. Subsequently, the City will issue purchase orders for goods and services to be provided by Core & Main. No goods, services or actions have been provided prior to the execution of this Agreement that would entitle Core & Main for any compensation therefor. Section 6. Standard Contractual Terms and Conditions. The "Standard Contractual Terms and Conditions," as negotiated and agreed to by both Parties are attached hereto as Exhibit "A", shall apply to this Agreement. The Parties shall also be bound by the purchasing policies and 4 1 P,,l e procedures of the City as well as the controlling provisions of Florida law. Work orders or purchase orders shall be used, in accordance therewith, in the implementation of this Agreement to the extent deemed necessary by the City in its sole and absolute discretion. Section 7. Core & Main's Mandatory Compliance with Chapter 119, Florida Statutes, and Public Records Requests. A. In order to comply with Section 119.0701, Florida Statutes, public records laws, Core & Main must: 1. Keep and maintain public records that ordinarily and necessarily would be required by the City in order to provide goods or perform services. 2. Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter I 19, Florida Statutes, or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 4. Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of Core & Main upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. B. If Core& Main does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. 5 1 11a g e C. Failure by Core & Main to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. Core & Main shall promptly provide the City with a copy of any request to inspect or copy public records in possession of Core & Main and shall promptly provide the City with a copy of Core & Main's response to each such request. D. IF THE CONTRACTOR/VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI HOUCHIN, CMC, ECRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACI. H 0 UC H I N@SANFORDFL.GOV. Section 8. Time is of the Essence. Time is hereby declared of the essence as to the lawful performance of all duties and obligations set forth in this Agreement. Section 9. Entire Agreement/Modification. This Agreement, together with all Exhibits and attachments hereto (including, but not limited to, the documents relative to the procurement activity of the City leading to the award of this Agreement — the ITN and Core & Mains' response thereto), constitute the entire integrated agreement between the City and Core & Main and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements whether written or oral in connection therewith and all the terms and provisions contained herein constitute the full and complete agreement between the Parties hereto to the date hereof. This Agreement may only be amended, supplemented or modified by a bilateral formal written amendment of equal dignity herewith. In the event that Core & Main issues a purchase order, memorandum, letter, or any other instrument addressing the goods or services, work, and materials to be provided and performed pursuant to this Agreement, it is hereby specifically agreed and understood that any such purchase order, memorandum, letter, or other instrument shall have no effect on this Agreement unless agreed to by the City, specifically and in writing in a 61 P a E; c document of equal dignity herewith, and any and all terms, provisions, and conditions contained therein, whether printed or written or referenced on a Website or otherwise, shall in no way modify the covenants, terms, and provisions of this Agreement and shall have no force or effect thereon. Section 10. Severability. If any term, provision or condition contained in this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest. Section 11. Waiver. The failure of the City to insist in any instance upon the strict performance of any provision of this Agreement, or to exercise any right or privilege granted to the City hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. Section 12. Captions. The section headings and captions of this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any provision of this Agreement. Section 13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document. Section 14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the successors in interest, transferees and assigns of the Parties. Each Party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement, and that it has the legal authority to enter into this Agreement and to undertake all obligations imposed on it. The signatories hereof represent that they have the requisite and legal authority to execute this Agreement and bind the respective Parties herein. Section 15. Remedies. The rights and remedies of the Parties, provided for under this Agreement, are in addition to any other rights and remedies provided by law or otherwise necessary in the public interest. Section 16. Governing Law, Venue and Interpretation. This Agreement is to be governed by the laws of the State of Florida. Venue for any legal proceeding related to this Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida. This Agreement is the result of bona fide arms length negotiations between the City and Core & Main, and all Parties have contributed substantially and materially to the preparation of the Agreement. Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than against any other party and all provisions shall be applied to fulfill the public interest. Section 17. American Rescue Plait Act. In the event the City intends to ftind some or all of the costs for the Project by the use of American Rescue Plan Act ("ARPA") funding, the following provisions shall apply to the provision of goods and services under the provisions of this Agreement, and shall prevail in the event of inconsistency when procuring goods or services as set forth relative to the use of ARPA funds as the City may be using Federal assistance provided to the City by the US Department of Treasury under ARPA, Sections 602(b) and 603(b) of the Social Security Act, Public Law Number 117-2 (March 11, 2021). Accordingly, the following terms and conditions apply to the Vendor, as a contractor of the City according to the City's Award Terms and Conditions agreed to by the City under the ARPA and its implementing regulations; and as established by the Treasury Department: All applicable provisions and 8 requirements of Title 2, Part 200, Code of f-ecleral Regulations, entitled "Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards". Section 18. E -Verify System. The Vendor shall utilize the United States Department of Homeland Security's E -Verify system to verify the employment eligibility of all new employees hired by the Vendor during the term of its contractual obligations to the City. The Vendor shall expressly require any subcontractors performing work or providing services to likewise utilize the United States Department of Homeland Security's E -Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the term of the Vendor's contractual obligations to the City. IN WITNESS WHEREOF, the City and Core & Main have executed this instrument for the purpose herein expressed and Core & Main represents and affirms that the signatories below have full and lawful authority to bind Core & Main in every respect. ATTEST: By: Jackie Burkhardt Jackie Burkhardt Sr. Director — Legal CORE & MAIN LP, A FLORIDA LIMITED PARTNERSHIP By: Ryan Johnson Ryan Johnson Regional Vice President Date: Feb 15, 2023 9113 /I TTE, ST: By: Traci Houchin Traci Houchin, CMC, FCRM City Clerk Approved as to form and legal suf CITY OF SANFORD Art Woodruff David W. Hall By: David W. Hal f,Asst. City Atto - e Woodruff, Mayor eb 16, 2023 LTIty ofSaill'ord - GenerabAgreementsTore & Main IT COS -Core & Main 1-1) -FINAL 1-17-23 Am 'D t David W. Hall By: David W. Hal f,Asst. City Atto - e Woodruff, Mayor eb 16, 2023 LTIty ofSaill'ord - GenerabAgreementsTore & Main IT COS -Core & Main 1-1) -FINAL 1-17-23 Am Exhibit A Standard Contractual Terms and Conditions as ne2otiated and alyeed by the Parties. STANDARD CONTRACTUAL TERMS AND CONDITIONS The following terms and conditions apply toall City of Sanford procurement activities whether consummated bvcontract documents in the form of an mgremment, a work order, a purchase order orany other form of communication. These bannm and conditions are incorporated into such documents in full as if set forth therein inhaocverba. The City's Vendor. (1). The term "Vendor as used in these terms and conditions means and includes a vendor, contractor, consultant and other suppliers of goods or services, by whatever name such as by means of, byway of example only, contracts, agreements, vvorkondans.punJhaeaonderu.eto,mndiahonebvdefinedhoinulude the person or endh/, induding, but not |innibxj to. the person or onUtvo ernploveeo, offiuere, monagero, oervanba, padnera, principals, aMi|iatee, agents, officials, sub vendors and assignees who are providing goods orservices tothe City. (2). The City shall not Lecontractually motherwise obligated or liable to any party other than the Vendor. There are no third -party beneficiaries. C3\ The Vendor imanindependent contractor and not onagent, representative, or employee of the City. (4). Execution ofthe City contract documents bvthe Vendor isorepresentation that the Vendor is familiar with the goods or services to be provided to the City or performed for the City and with local conditions. The Vendor shall make noclaim for additional time ormoney based upon its failure tocomply with the City contract documents. The Vendor has informed the City, and hereby represents to the City, that it has extensive experience in performing and providing the services or goods described in the City contract documents and which may be identified in work orders, and that it is well acquainted with the work conditions and the components that are properly and customarily included within City projects and programs and the requirements of |aws, onjinancos, ru|ea, regulations or orders of any public authority or licensing entity having jurisdiction over the City's projects and programs. Execution of the City's contract documents shall be an affirmative and irrefutable representation by the Vendor to the City that the Vendor is fully familiar with any and all requisite work conditions ufthe provision ofgoods orservices tothe City. (5). The terms mconditions ofany document, of whatsoever type mnature, issued byaVendor to the City or any reference to any Web based terms conditions located on a Vendor Web site or to a reference made by a Vendor shall not apply to purchase of services or goods by the City in any way or form, except only as may be necessary 0odesignate specific services or goods being procured by the City, quanUtieo, delivery dates and other similar terms that may vary from order to order; provided, however that the terms of the City's agreement or purchase order shall be deemed incorporated into such Vendor documents and shall prevail in every instance as to every matter. The terms and conditions contained in any acceptance, invoioe, bill of lading or other documents supplied by a Vendor are oxpnaeo|y rejected by the City and superseded by the City's documents and shall not be included in any contract with a Vendor or procurement from a Vendor. No commitment form, standardization incentive program acknowledgement orany other document shall be required byVendor 0o be signed by the City to purchase services or goods unless expressly stated in an agreement with the City as approved in writing by o City employee or official with authority. Any change to such documents that are attached to a City document by a Vendor shall subject to written approval by the Qty. It is on ethical violation of the Vendor's relationship with the City to attempt to violate this provision. General Rules Of Contract Terms: (1). The Vendor's obligations hereinanaamoteho|inducemment for the engagement ofthe Vendor tothe City tohave the City procure the provided goods or services from the Vendor and the Vendor's failure to execute its obligations shall constitute ocontract default. CZ\. Words ofany gender shall be held and construed to include any other gender, and vvondm in the singular number shall be held to include the plural, unless the context otherwise requires. (3). Captions are set forth for the purposes of convenience and reference only and in no way define, limit orotherwise describe the scope or the intant, ofany term or condition or in any way affect the interpretation ofthe contract documents. /4\. The contract documents between the City and the Vendor are the result ofbona fide arm's length negotiations between the City and the Vendor and the City and the Vendor have contributed substantially and materially to the preparation of the terms and conditions that have been agreed to control the respective contractual obligations of the City and the Vendor. Accordingly, the 0arnns and conditions shall not be construed or interpreted more strictly against any one party than against any other party. (5). The terms "work order" and "purchase order" may be used interchangeably and represent a written authorization by the City to a Vendor for a Vendor to provide goods or services to the City. (G). The exhibits to the contract document will provide a precise description of the goods and serves and the rate of compensation and may also provide for m time for the provision of goods or services to be commenced inaddition braprecise description ofthe goods and serves. Loyalty To City: (1). The Vendor shall, at all times, maintain complete loyalty to the City and disclose any circumstance that could be detrimental to the City or advantageous to the City regardless of any representation to, o, services performed for. or goods provided to or for, any other client of the Vendor. Any representation or work performed to another client ofthe Vendor after the 000urnamoa of an event that could result in a detriment to the City or the failure to provide to the City any information to the City that could be, in any way, of benefit to the City or which could result in a detriment to the City shall be an irrebuttable conflict of interest. The word "client" means and includes customers of any type or nature whatsoever. /2\. Any Vendor who submits a false claim shall be liable to the City and shall reimburse the City when such o o|mirn is found to have been submitted bye controlling legal authority aswell as for any and all statutory pano|Uen set forth in controlling |evv. AVendor will be deemed to have submitted a false claim to the City Jthe Vendor: (a). knowingly presents or causes to be presented to an officer or employee of the City a false claim orrequest for payment orapproval; (b). knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid Vrapproved bythe City; (c). conspires to defraud the City by in any way causing a false claim allowed or paid by the City; (d). knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or property to the City; or (e). is a beneficiary of an inadvertent submission of a false claim to the City, subsequently discovers the falsity ofthe claim, and fails tndisclose the false claim bzthe City within areasonable time after discovery of the false claim. (3). Any alteration of any City form by the Vendor (without the express written consent of the City which the City shall not give absent extraordinary circumstances with the approval of the Purchasing Manager and City Attorney) shall constitute a breach ofcontract and a default. Only City forms may be used in contract 2|Po�u implementation with regard Umany manner proposed to be binding upon the City. (4). Vendor certifies and affirms the truthfulness and accuracy of each statement of its communications with the City and his certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into by the City. Vendor (1). The Vendor shall be responsible for the professional ouaUby, accepted etandarda, technical accuracy, neatness of appearance ofemployees, employee conduct, eafety, and the coordination of all goods urservices furnished bvthe Vendor under the City contract documents os well aathe conduct ofits staff, personnel, employees and agents. /2\. The Vendor shall provide to the City a list of employee working days, times and assignments within three (3) business days of the Qt\/m request for such information. The Vendor shall work closely with the City on all aspects of the provision of the goods or services. With respect to services, the Vendor shall be responsible for the professional qua|ity, technical enounacy, oonnpetenoe, nnothodoiogy, accuracy and the coordination of all of the following which are listed for iUua|nohon purposes only and not as a limitation: documents, ano|ysie, nepodo, data, p|ans, nnapa, oun/eya, spouiUoaLione, and any and all other services of whatever type or nature furnished by the Vendor under the City contract documents. The Vendor ohaU, without additional oonnpenaadon, correct or revise any errors or deficiencies in his/her/its p|ans, analysis, data, reports, designs, drawings, specifications, and any and all other services of whatever type or nature. The Vendor's submissions in response to the subject bid or procurement processes are incorporated herein by this reference thereto. /3\. Neither the City's review, approval or acceptance of, nor payment for, any of the goods or services required shall be construed to operate as a waiver of any rights under the City contract documents or of any cause of action arising out of the performance of the City contract documents and the Vendor shall be and remain liable to the City in accordance with applicable law for all damages to the City caused by the Vendor's negligent or improper performance or failure to perform any of the goods or services furnished under the City contract documents. (4). The rights and remedies ofthe City, provided for under the City contract documents, are inaddition hoany other rights and remedies provided by law. (5). Time is of the essence in the performance of all gouda or services provided by the Vendor under the terms of the City contract documents and each and every work order. The Vendor agrees that all services shall be prosecuted n*gu|ody. Ui|iQenUy, and uninterrupted at such a rete of progress as will ensure full completion thereof within the time specified and that all goods shall be delivered in a timely manner as set forth in the City contract documents. (8). This Vendor represents to the City the Vendor is not excluded, debarred or disqualified from entering into o contractual relationship with the City. (7). The Vendor ahoU not use the City's seals, |ogoa, cnmota, or reproductions of flags or likenesses of City officials without specific written City pre -approval. (8). The Vendor shall not commence the performance of work or the provision of goods prior to any authorization ofthe City. (9). The Vendor shall pay all royalties and assume all costs arising from the use ofany invention, design, process, materials, equipment, product or device in the performance of services or the provisions of goods which is subject to patent rights of copyrights. The Vendor mhaU, at its own expenam, hold hernn|eoo and defend the City against any claim, suit, or proceeding brought against the City, which is based upon a claim, whether rightful, or otherwise, that the goods or services, or any part thereof, furnished to the City, constitutes an infringement of any patent or copyright and, further, the Vendor shall pay all damages and costs awarded against the City. (1O). The Vendor shall advise the City of any violations of the City contract documents. adopt and implement security systems that protect the Citys computer systems such as, by way of example and not limitation, the protection of passwords, encryption of data during transmission and at rest, the implementation of finawmUo, the use of intrusion detection too|e, use of appropriate internet protocols, adhering to patch management and the use of software to detect and eliminate malware, sparn and spyware. The Vendor shall also take other security measures, as needed, to wipe hard drivee, shredding before recycling and related measures. The Vendor shall advise the City of any security breaches relative to which the Vendor becomes aware. City Rights And Responsibilities: (1). The City shall reasonably cooperate with the Vendor in a timely fashion. CZ\. The City shall furnish o City representative, as appointed by the designated representative to administer, review and coordinate the provision ofservices and goods. (3). The City shall make City personnel available where, inthe City's opinion, they are required and necessary to assist the Vendor. The availability and necessity of said personnel to assist the Vendor shall bedetermined solely atthe discretion ofthe City. (4). The City shall examine all of the Vendor's goods or services and indicate the Qtv/a approval or disapproval within a reasonable time so as not to materially delay the provisions of the goods or services of the Vendor. (5). The City shall transmit instructions, relevant information, and provide interpretation and definition of City policies and decisions with respect to any and all materials and other matters pertinent to the services covered bythe City contract documents, (G). The City shall give written notice to the Vendor whenever the City's designated representative knows of development that affects the goods or services provided and performed under the City contract documents, timing of the Vendor's provision of goods or services, or a defect or change necessary in the goods orservices ofthe Vendor. (7). The rights and remedies of the City provided for under the City contract documents are in addition to any other rights and remedies provided by law. The City may assert its right of recovery by any appropriate means inc|uding, but not limited to, set-off, suit. Vvithho|ding, recoupment, or counterclaim, either during or after performance as well as the adjustment of payments made to the Vendor based upon the quality of work urgoods ofthe Vendor. (8). Tothe extent the City is the prevailing party, the City shall be entitled to recover any and all legal costs including, but not limited to, attorney fees and other legal costs that itmay incur inany legal actions it may pursue in the enforcement of the b*nne and conditions of the City contract documents or the responsibilities nfthe Vendor incarrying out the duties and responsibilities deriving from the City contract documents. (Q). The failure of the City to insist in any instance upon the strict performance of any provision of the City contract documents, or to exercise any right or privilege granted to the City hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. /10\. Neither the City's review, approval or acceptance of, nor payment for, any of the goods or services required shall be construed to operate as a waiver of any rights under the City contract documents nor or any cause of action arising out of the performance of the City contract documents and the Vendor shall be and always remain liable to the City in accordance with applicable law for any and all damages to the City or the public caused by the Vendor's negligent or wrongful provision or performance of any of the goods or 4|Pagc services furnished under the City contract documents. /11\ All deliverable analysis, reference data, survey data, plans and reports or any other form of written instrument or document that may result from the Vendor's services or have been created during the course ofthe Vendor's performance under the City contract documents shall become the property ofthe City after final payment iamade tothe Vendor. Property Of The City: /1\ All reports, drawings, specifications, manuals, learning and audio/visual materials, boring logs, field data, laboratory test data, oa|cu|abona, eotirnates, and other documents (collectively "Work Product") prepared by the Vendor are instruments of service and shall be and remain for all times the property of the City. (2). The Vendor conveys, sells, assigns, and transfers bothe City all rights, titleandintereetinandho all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the State, relating to the particular goods or services purchased or acquired by the City. Compliance By CitylEstoppelCevtificates: The Vendor agrees from time to time and within 10 days after request ofCity to deliver to the City, ora grantor ofthe Qty, an estoppel certificate stating that this lease is in full force and efhaot, the date to which vent has been paid, the unexpired term of the procurement and such other matters pertaining to the procurement as may be requested by the City. Any such statement may be relied upon by a grantor of the Expenditure Of City Funds: (1). The Vendor shall ensure that any authorization to expend City funds upon goods or services issued byaCity employee is within the City employee's authorized level of expenditure.Purported obligations that have been executed or undertaken beyond the authority of a City employee are void. (2). City contracts in excess of 1 year in duration must have been approved by the City Commission and, absent such approval, the contract ievoid. Vendor Personnel: The Vendor shall utilize only competent personnel under the supervision of, and iDthe employment of, the Vendor (or the Vendor's authorized subcontractors) to perform the services. The Vendor shall comply with City's reasonable requests regarding assignment or removal of personnel, but all personnel, including those assigned at City's request, must be supervised by the Vendor. The Vendor shall commit adequate resources 0uallow timely completion ofall contractual obligations. Vendor's Provision OfGoods Or Services: U\ The Vendor shall provide the goods or services to the City as set forth in the exhibit to the agreement incorporating these terms and conditions. /2\ The Vendor acknowledges that the City may retain other goods or service providers to provide the same goods orservices for City projects. TheVendoroohnovvedgeothattheCity.ettheQty'oo[dion`nnmy request proposals from the Vendor and the other goods orservice providers for City projects. The City reserves the right to select which goods or service provider shall provide goods orservices for the City's (3). The Vendor agrees to provide and ensure coordination between (4). The Vendor represents to the City that ithas undertaken all necessary actions to execute its contract documents with the City and that ithas the legal authority to enter into the contract documents and to undertake all obligations imposed on the Vendor. The persons executing contract documents for the Vendor certify that they are authorized to bind the Vendor in all respects. (5). Time is of the essence of the lawful performance of the duties and obligations of the Vendor. The Vendor covenants and agrees that the Vendor shall diligently and expeditiously pursue its obligations. (G). The Vendor hereby guarantees the City that all goods and services shall meet the requirements, specifications and standards as provided for under the Federal Occupations Safety and Health Act of 1970 and all other law. (7). It is agreed that nothing in the contract documents is intended or should be construed as in any manner creating or establishing a relationship ofco-partners between the Padieo, or as constituting the Vendor the agent, representative, or employee of the City for any purpose, or in any manner, whatsoever. The Vendor is to be and shall remain forever an independent contractor with respect to all services performed orgood provided. (8). Persons employed by the Vendor in the provision and performance of the goods or services shall have no claim to peneion, workers' oompanseUon, unemployment oompenoetion, civil service or other employee rights or privileges granted to the City's officers and employees either by operation of law or by the City. /Q>. No claim for goods or services furnished by the Vendor not specifically provided for in an order or procurement document ofthe City shall behonored bythe City. (10). The Vendor shall safely, diligently, and in a professional and timely manner perform, with its own equipment and assets and provide goods orservices asdirected bythe City. (11). The Vendor certifies that it has not commenced the provision of goods or services to the City prior 0mthe execution ofcontract documents with the City. (12). The Vendor shall not provide goods or services to the City without authorization by the City in accordance with its purchasing policies and procedures. (13). The Vendor mhoU make maximum use of products containing recovered materials that are Environmental Protection Agency designated items unless the product cannot be acquired: (14). Unless specifically provided and agreed the name of a certain brand, make or manufacturer does not restrict procurements to the specific brand, make or manufacturer named, but conveys the general style, type, character, and quality of the article desired. Any article which the City, in its sole discretion, determines tobethe equal of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted bythe Vendor. The Vendor iaresponsible toclearly and specifically identify products to the City and to provide sufficient descriptive |itanaiune, catalog cuts and technical detail to enable the City to determine if the product offered rneebo the requirements of the solicitation. This is required oven if offering the exact brand, make or manufacturer specified. Normally in competitive sealed bidding only the information furnished with the bid will be considered in the evaluation. (15). The price of gouda offered for FOB destination includes only the actual height nate costs at the lowest and best rate and is based upon the actual weight of the goods to be shipped. Unless cdhmmviae directed by the City' standard commercial paokaging, packing and shipping containers shall be used. All shipping containers shall be legibly marked or labeled on the outside with purchase order number, commodity description and quantity. (16). The Vendor shall ensure that all permits and authorizations are obtained as are required to provide goods orservices to the City. The Vendor is to procure all permits, |ioenses, and certificates, orany such approvals of plans or specifications as may berequired bvlaw for the proper execution and completion of the provision ofgoods orservices. (17). The Vendor warrants that the goods or services provided to the Qh/ including, but not limited to, equipment and materials provided shall conform to the professional standards of care and practice in effect at the time the goods or services are provided or performed, be of the highest quality, and be free from all faults, defects or errors. Whenever required by the specifications of the procurement documents, the Vendor warrants that all equipment and materials provided shall banew. M8>. Ifthe Vendor isnotified inwriting mfafault, deficiency overrors inthe goods cxservices provided with 1 year from completion of the providing of goods or services minstallation services as accepted by the City, the Vendor ehmU, at the City's opUon, either re -perform or re'deliverauoh portions of the goods or services to correct such fault, defect or error, at no additional cost to the City, or refund to the City, the charge paid by the City, which is attributable to such portions of the faulty, defective or erroneous goods orservices inc|ud|ng, but not |irnibad to, the costs for re -performance or re -supply ofthe goods or services provided by other Vendors. /10\. The Vendor shall promptly correct all goods or services rejected by the City as faulty, defective, or failing to conform to City contract documents whether observed before or after the provision of the goods or services, and whether or not fabricated, installed or completed. The Vendor shall bear all costs of correcting such rejectedgoods orservices. (20). The Vendor oho| take all necessary precautions for the safety ufthe City's and the Vendor's employees and the general public and shall erect and properly maintain at all times all necessary vehicular and facility safeguards for the protection of the workers and public. If necessary, the Vendor shall post signs warning against hazards in and around a work site. The Vendor shall at all times, keep work areas free from accumulation of waste materials or rubbish caused by his operations and shall promptly remove any such materials bmanapproved disposal location. Work Orders: (1). The provision of goods or oenvines. to be performed under the provisions of the City contract documents may becommenced upon the execution ofmwork order issued onaform provided bvthe City hereunder commencing the provision nfgoods and services. (2). Work orders executed by the City shall include a detailed description of quantities, of goods or the type of services and a completion or delivery schedule. The Vendor shall review work orders and notify the City in writing of asserted inadequacies for the City's correction, if warranted. In every case, if work is completed or goods are provided by the Vendor without authorization, the Qh/ is not obligated to compensate the Vendor for the unauthorized services orgoods. (3). If the services required to be performed or the goods to be provided by work order are m|aody defined, the work order shall beissued Vne"fixed fee" basis. The Vendor shall perform all services orprovide all goods required bythe work order but, in no avent, shall the Vendor be paid more than the negotiated fixed fee amount stated therein. /4>. |fthe services required tobeperformed orthe goods bobe provided are not clearly defined, the work order may be issued on a "time or quantity basis method" and contain a not -to -exceed ornmunL If not-to- exceed ot-b*exoeed amount is provided. the Vendor shall perform all work required or the goods required bythe work order; but in no event, shall the Vendor be paid more than the not -to -exceed amount specified in the work order. (5). If the services required to be performed or the goods to be provided are not clearly defined, the work order may be issued on a time or quantity basis method" and contain a limitation of funds amount. The Vendor is not authorized to exceed that amount without the prior written approval of the City which approval, if given, shall indicate a new/ limitation of funds amount, The Vendor shall advise the City whenever the Vendor has incurred expenses onany work order that equals mexceeds 80% of the limitation of funds amount. (6). For work orders issued ona"fixed fee basis".the Vendor may invoice the amount due based on the percentage oftotal goods provided orservices actually performed and completed; but, innoevent, shall the invoice amount exceed a percentage of the fixed fee amount equal to a percentage of the total goods provided orservices actually completed. (7). For work orders issued on a "time or quantity basis method" with a not -to -exceed amount, the Vendor may invoice the amount due for actual work hours performed or goods provided but, in no event, shall the invoice amount exceed a percentage of the not -to -exceed amount equal to a percentage of the total services actually completed orgoods provided. (8). Each work order issued on a "fixed fee basis" or "time or quantity basis method" with a not -to -exceed amount shall be treated separately for retainage purposes, if retainage is agreed to in the compensation part of the contract documents, which shall also be prescribed on the face of the work order. If the City determines that work is substantially complete and the amount retained is considered to be in excess, the City may, at its sole and absolute discretion, release the retainage orany portion thereof. (Q). For work orders issued on a "time or quantity basis method" with a limitation of funds amount, the Vendor may invoice the amount due for services actually performed and completed. The City shall pay the Vendor 100% of the approved amount on work orders issued on a "time basis method" with a limitation of funds amount. (10). Payments shall be made by the City to the Vendor when requested as work progresses for services furnished or as goods are provided as ordered, but not more than once monthly. Each work order shall ba invoiced separately. The Vendor shall render to the City, at the close of each calendar month, an itemized invoice properly dated, describing any services rendered, the cost of the services, the name and address of the VendVr, work order number, contract number and all other information required by the City contract documents. Vendor shall render invoices for goods as they are delivered, however, such amounts shall be paid at the same time each month as payment for services is made by the City. Change Orders: (1). The City may revise the scope of services or order for goods set forth in any particular work order upon agreement byVendor which shall not beunreasonably withheld. (2). Revisions to any work order shall be authorized in writing by the City as a change order. Each change order shall include a schedule of completion for the goods or services authorized. Change orders shall identify the City contract documents and the appropriate work order number. Change orders may contain additional instructions or provisions specific upon certain aspects of the City contract documents pertinent tothe goods orservices tobe provided. Such supplemental instructions orprovisions shall not be construed as a modification of the City contract documents. An agreement between the City and the Vendor on and execution of any change order shall constitute a final settlement and a full accord and satisfaction of all matters relating to the change and to the impact of the change on unchanged goods or work, including all direct and indirect costs of whatever nature, and all adjustments to the Vendor's schedule. Compensation: (1). The Parties mutually agree that, due tothe fluctuating prices for goods and materials currently existing in the merketp|ace, and in order for Core & Main to "lock -in" the prices for the goods and materials tobepurchased byCore & Main for the Advanced Water Meter System Project bainQprovidedbyCore& Main, such as, for example, water meters and covers, upon the complete execution of this Agreement, the City will issue its initial purchase order to Core & Main to include authorization for Core & Main to place orders for all goods and materials needed for the Project. This procedure will allow the manufacturers of the goods and materials for the Project to "lock -in" their prices to Core & Main for the purchase of such goods �|Pu�o and materials so that assuch goods and materials are provided by the manufacturers,the priceswill be "locked -in" as of the date the orders were placed by Cone & Main and invoices for materials as they are delivered will reflect the ^loched-in^price. <2>. Unless the schedule of charges as oat forth in the exhibit attached to the contract documents provides for any change in compensation during the course of the period for the provision of goods or services, no adjustments shall be made at any time whether by contract amendment or otherwise. (3). There are no reimbursable expenses to be paid to the Vendor except as specifically set forth herein. Invoice Process: (1). |nvoicee, which are in on acceptable hann to the City and without disputable iterna, which are n*oe\vpd by the City, will be processed for payment within 30 days of receipt by the City. The Florida Local Government Prompt Payment Act shall apply when applicable. A billing period represents the dates in which the Vendor completed goods orservices referenced inaninvoice. (2). The Vendor will be notified of any disputable items contained in invoices submitted by the Vendor within 15 days of receipt by the City with an explanation of the deficiencies. /3\. The City and the Vendor will make every effort tn resolve all disputable itmrno contained in the Vendor's invoices. (4). Each invoice shall reference the City contract documents, the appropriate work order and change order ifapplicable; social security number (for individual Vendors) orthe Federal Employer Identification Number (for proprietorships, partnerships, corporations and similar entities and the billing period. (6). Invoices are tmbeforwarded directly tothe City contact person set forth in the contract documents. (8). All goods or services provided shall be billed by the Vendor at the contract price, regardless of which City department was provided the goods orservices. (7). Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined atthe time orders are placed. In such cases, final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be researched and challenged by the City. and that portion of the invoice held in abeyance until o settlement can be reached. Upon determining that invoiced charges are not reasonable, the City shall promptly notify the Vendor, in writing, as to those charges which it considers unreasonable and the basis for the dabarnninoUnn. A Vendor may not institute |aQa| action unless a settlement cannot be reached within 30 days of notification. This provision shall not relieve the City of its prompt payment obligations with respect hothose charges which are not indispute. Commencementlimplementation Schedule Of t (1). The Vendor shall commence the provision ofgoods orservices eadescribed inthe City contract documents upon execution ofthe City contract documents orexecution ofthe City contract documents and execution ofa work order issued bythe City, whichever may beappropriate. (2). The Vendor and the City agree to make every effort to adhere to the schedules required by the City or as established for the various work orders. However, if the Vendor is delayed at any time in the provision of goods orservices byany act nromission ofthe City orforce rn 'eureorduotomobaria|unavoi|abi|ityor increased manufacturing lead times and not resulting from the inactions or actions of the Vendor and beyond the Vendor's control , or by delay authorized by the City pending a decision, or by any cause which the City shall decide to justify the delay, the time of completion shall be extended for a period equivalent to the delay. Further, Project deadlines will be extended as necessary based on documented material unavailability or increased manufacturer's lead time. Core & Main will use all commercially reasonable efforts bomitigate any 9|Pos-,c delays. |iis further expressly understood and agreed that the Vendor shall not be entitled to any damages orcompensation, orbmnaimburaodfovanyloeoeaonoocourdofanyde|oyordelavoreau0ngfnomanyof the aforesaid causes qrany other cause whatsoever. The sole remedy available to the Vendor shall be additional time inwhich bxperform service orprovide goods. TemmnLength Of Agreement: /1>. The term ofagreement shall beosstated the City contract documents. (2). After the initial ternn, renewals shall occur as stated the City contract documents. DesignatedRepresentatives: The Qty's designated nepreoentadve, to represent the city in all matters pertaining to and arising from the work and the performance shall be as stated inthe City contract documents. /2\. The City's designated representative, shall have the following responsibilities: (a). Examination of all work and rendering, in whbng, decisions indicating the City's approval or disapproval- within a reasonable time so as not to materially delay the work of the Vendor; (b). Transmission of instructions, receipt ofinformation, and interpretation and definition of City's policies and decisions with respect bodesign, materials, and other matters pertinent to the work covered by the City contract documents; (c). Giving prompt written notice to the Vendor whenever the City official representative knows of a defect orchange necessary inthe project; and /d\. Coordinating and managing the Vendor's preparation of any necessary applications to governmental bodies, toarrange for submission ofsuch applications. (3). The Vendor's designated representative shall be the signatory on the City contract documents at the address set forth therein unless the Vendor notifies the City ofanother person Vraddress inwriting. Termination OfAgreement by the City for Cause: (1). The City may terminate the Vendor cause for any cf the reasons asfollows: (a). If, in the City's opinion, adequate progress is not being made by the Vendor in the provision of goods nrservices due tmthe Vendor's failure toperform; (b). If, in the City's opinion, the quality of the goods or services provided by the Vendor is not in conformance with commonly accepted professional standards, standards of the City, or the requirements of Federal or State regulatory agencies, and the Vendor has not corrected such deficiencies in a timely manner as reasonably determined by the Qty; (c). The Vendor is indicted or has a direct charge issued against it/him/her for any crime arising out oforinconjunction withanyvvorkthathambeenparforrnedbyLheVendor; (d). The Vendor becomes involved in either voluntary orinvoluntary bankruptcy proceedings, or makes anassignment for the benefit ofcreditors; (e). The Vendor violates the standards of conduct provisions herein or any provision of law or any provision ofthe City's code ofconduct orpolicies; or (f). The material violation by Vendor of any term or condition of this Agreement or any violation of any substantive requirement oflaw (2). In the event ofany ofthe causes described herein, the City's designated representative may send a certified letter tothe Vendor requesting that the Vendor show oouma why the Vendor should not be terminated. |fassurance satisfactory Unthe City ofcorrective measures hobemade within areasonable time ianot given tothe City within 7 calendar days ofthe date ofthe letter, the City may consider the Vendor to beindefault, and may then immediately terminate the Vendor. (3). In the event that the Vendor is terminated for cause and it is later determined that the cause does not exist, then the Vendor shall be deemed to have been terminated for convenience by the City and the City shall have the right to soterminate the City contract documents without any recourse by the Vendor except mmotherwise specified herein. (4). In case of failure to deliver goods or services in accordance with the contract terms and conditions, except in the event of documented material unavailability orextended manufacturer lead times, the Qh/, after due oral or written notice, may procure them from other sources and hold the Vendor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition toany other remedies which the City may have. /5\. The City may terminate o Vendor in vvhn|e o/ part and with regard to specific work orders or procurements. Termination By Vendor For Cause: (1). The Vendor may terminate its contractual obligations to the City only if the City fails bopay the Vendor inaccordance with the City contract documents. (2). In the event of failure of the City to pay the Vendor, the Vendor shall send a certified letter requesting that the City show cause why the contractual obligations of the Vendor to the City should not be terminated. If adequate assurances are not given to the Vendor within 15 days of the receipt by the City of the notice, then the Vendor may consider the City to be in defau|t, and may immediately terminate its performance tothe City. Termination By The City Without Cause: (1). Notwithstanding any provision of the City contract documents, the City shall have the right at any time ioterminate the Vendor's provision of goods and services to the City without cause, or terminate any specific work order without cause, if such termination is deemed by the City to be in the public interest r. (2). The City shall have the right to terminate the Vendor without cause with a 60 day written notice to the Vendor. (3)- In the event that the Vendor is terminated' the City shall identify any specific work order being terminated and the specific work order to be continued to completion pursuant to the provisions of the City contract documents. (4). The City contract documents will remain in hu|| force and effect as to all authorized work orders that ia/anato be continued to completion. (5). In the event of termination for convenience by the City, the City will have the right to receive any and all materials for which the Qty has paid Vendor. Payment &mThe Event Of Termination Without Cause: (1). In the event the provision of goods or services by the Vendor to the City is terminated or canceled prior to final completion without cause, payment for the unpaid portion of the services provided bythe Vendor li|11ogu through the date of termination, and any additional services, plus reasonable termination charges, including but not limited to reasonable restocking fees in the event the City chooses not to retain materials ordered for the project, donoobiUzodonfeeo.enduenonUebonfeooshaUbepaidtotheVendoc (2). Intentionally omitted. Action Following Termination: (1). Upon receipt of notice of termination given by either party, the terminated party shall promptly discontinue the provision ofall goods orservices, unless the notice provides otherwise. i2\ In the event of such a termination by the City, the City shall be liable for the payment of all goods and service properly provided or performed prior to the effective date of termination and for all portions of ordered goods or services which cannot be cancelled and were placed prior to the effective date of termination and other reasonable costs associated with the termination. M\. The performance or provisionofUleVendor's000daursen/iceaumderanyworkordarorunderthe City contract documents may besuspended bythe City edany time. (2). In the event the City suspends the performance or provision of the Vendor's services hereunder, the City shall so notify the Vendor in writing, such suspension becoming effective within 7 days from the date of mailing, and the City shall pay (othe Vendor within 3Odays all compensation which has become due Uoand payable to the Vendor to the effective date of such suspension. The City shall thereafter have no further obligation for payment to the Vendor for the suspended provision of goods or services unless and until the City's designated representative notifies the Vendor in writing that the provision of the goods orservices of the Vendor called for hereunder are to be resumed by the Vendor. In no event shall the period of suspension exceed acumulative total ofninety /0O>calendar days. {nthe event the period ofsuspension exceeds ninety (90) calendar days, Vendor may terminate this Agreement upon providing written notice to the City (3). Upon receipt of written notice from the City that the Vendor's provision of goods or services hereunder are to be resumed, the Vendor shall continue to provide the services to the City. Insurance: (1). The Vendor shall obtain or possess and continuously maintain the following insurance coverage, from acompany orcompanies, with aBest Rating ofA-orbetter, authorized hmdobusiness inthe State cf Florida and in a form acceptable to the City and with only such terms and conditions as may be acceptable to the City unless the bid documents exclude or include certain types of insurance coverage or the level of coverage: (o). Workers Compensation/Employer Liability: The Vendor shall provide Worker's Compensation for all employees. The Urnito will be statutory limits for Worker's Cnnopanomdnn insurance and $3.000.000 for Employer's Liability. (b). Comprehensive General Liability: The Vendor shall provide coverage for all operations including, but not limited to, contractua|, pnoducts, complete openaUmna, and personal injury. Commercial General Liability is to include premises/operations |iobi|ih/, products and completed operations covaroge, and independent Vendor's liability. The limits will not be less than $2,000,000 Combined Single Limit (CDL) or its equivalent under an Occurrence Form, nota Qa|mno Made form. Coverage may be provided by combination of General Liability and Umbrella or Excess Liability coverage. (c). Comprehensive Automobile Liability: The Vendor shall provide complete coverage for owned and non -owned vehicles for limits not less than $2,000,000 CSL or its equivalent. {2|Pugc (d). Intentionally omitted. (e). Sex Abuse The Vendor shall require its Subcontractor to provide coverage with limits not less than $1.0OO.00UCSL ovits equivalent. 0l. Cyber Liability Insurance in the principal amount of not less than $1,000,000, with third party coverage (which will be provided by Sensus USA, Inc the manufacturer of the AMI system, pursuant to the terms of the SaaS Agreement executed separately between the City an Sensus USA, Inc.) (2). All insurance other than Workers Compensation to be maintained by the Vendor shall specifically include the City aomnadditional insured. Vendor has advised City that the Comprehensive General Liability Insurance coverage being provided byVendor contains e provision for3e|Ansured Retention (SIR) in the amount ofFive Hundred Thousand Dollars and no/1OOCents ($5OO.00O.00). |norder tosecure City from any exposure toany claims in regard to the SIR amount, Vendor agrees to provide a surety bond (Bond) in the amount of Five Hundred Thousand Dollars and no/1 00 Cents ($500,000.00), in favor of the City as the Obligee, in the form attached hereto aaExhibit ^|^ In the event the Vendor, as Principal under the Bond, is unable or unwilling to meet its obligations under the Comprehensive General Liability policy regarding any claims made or received as a result of any work performed by Vendor or any of its subcontractors pursuant to the terms of this Agreement, then the Bond shall be payable to the City to pay any expense incurred by the City in defending such claim, including any judgment rendered against the Qty. The Bond nho|| remain in full fn|oa and effect for the duration of this Agreement and fora period of ten (10) yomna after Vendor has completed all of its work hereunder, all work has been accepted byCity and all amounts due Vendor have been paid. Nothing contained in this paragraph shall relieve the Vendor from its obligation to provide the Comprehensive General Liability Insurance coverage required herein nor the obligation to indemnifV, defend, and hold harmless the City aoprovided inthis Agreement. /3\. The Vendor shall provide Certificates of Insurance to the City evidencing that all such insurance is in effect prior to the commencement of provision of goods or services to the City. These Certificates of Insurance shall become part of the contract documents. Neither approval by the City nor failure to disapprove the insurance furnished by the Vendor ohoU relieve the Vendor ofthe Vendor's full responsibility for performance of any obligation including the Vendor's indemnification of the City. If, during the period which an insurance company is providing the insurance coverage required, an insurance company shall: (i) lose its Certificate of Authority, (ii) no longer comply with Section 440.57, Florida Statutes, or (iii) fail to maintain the requisite Best's Rating and Financial Size Category, the Vendor shall, as soon aathe Vendor has knowledge of any such circumnshanoo, immediately notify the City and replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements. (4}. The insurance coverage shall contain a provision that requires that prior to any cancellation, thirty (30) days prior notice will be given to the City by submission of a new Certificate of Insurance. (5). The Vendor shall furnish Certificate ofInsurance directly hothe City. The certificates shall n|eedy indicate that the Vendor has obtained insurance of the type, amount and classification required. (0) Nothing herein orany other action ofthe City shall beconstrued .osthe City's waiver ofsovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes. (7). The City shall have noliability except aespecifically provided herein. /8>. All insurance shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City. (Q). Should any of the required insurance be provided under a claims -made form, the Vendor shall maintain such coverage continuously throughout the term of its contractual relationship with the City and, without lapse, for aperiod of3years beyond the expiration nfthe contractual relationship with the City, to 13|Pao the effect that, should occurrences during the contract term give rise to claims made after expiration of the relationship, such claims shall becovered bvsuch claims -made policies. (10). Should any required insurance lapse during the term of the Vendor's contractual relationship with the City, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by the Qty, effective as of the lapse date. If insurance is not reinstated, the City may, at its au|e oodon, terminate the Vendor's contractual relationship with the City effective on the date of such lapse of insurance and seek any and all other remedies at law. Indemnification: /1>. To the fullest extent permitted by |avv. the Vendor ohmU indemnih/, hold hornn|eoe and defend the City, its eOentn, een/ants, nfficers, officials and ernp|pyees, or any of them, from and against any and all alleged actual and direct claims, damages, |omsea, and expenses including, but not limited to, reasonable attorney's fees and other legal costs, arising out of or resulting from the performance of services or provision of goods to the City but only tothe extent caused in whole or in part by the error, ornismion, negligent act, failure to act, conduct or misconduct of the Vendor related in any way to the provision of services to the City. (2). To the extent app|ioab|e, in accordance with Section 725.06. Florida Sbab/beo, adequate consideration has been provided to the Vendor for its ob|igedona, the receipt and sufficiency ofwhich is hereby specifically acknowledged. (3). Nothing herein mhoU be deemed to affect the hghto, privi|eg*o, and immunities of the City as oat forth in Section 768.28. Florida Sbeb/bas. (4). In claims against any person or entity indemnified by an employee of the Vendor anyone directly or indirectly employed by the Vendor or anyone for whose acts the Vendor may be liable, this indemnification obligation shall not be limited by limitation on amount or type of damages, compensation or benefits payable by or for the Vendor under Workers Compensation acts, disability benefit acts, orother employee benefit acts. (5). The execution of the contract documents by the Vendor shall obligate the Vendor to comply with the indemnification provisions; provided, however' that the Vendor must also comply with insurance coverage requirements. (0). The Vendor shall submit a report to the City within 24 hours of the date of any incident resulting in damage orwhich isreasonably likely toresult ineclaim ofdamage. (7). Intentionally omitted (G). The Vendor shall also indemnify, defend and hold harmless all Indemnitees from all suits or actual claims for infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark, or any other proprietary right ofany person or persons in consequence of the use by the City, or any of its offioera, officia|a, boonds, oomnrniasionn, officers or onnp|oyeao of artin|ea, work or deliverables supplied in the performance ofservices. Compliance With Law. /1\. The Vendor shall at all times comply with law when engaging in its contractual relationship with the City. The term "law" means any and all applicable controlling Federal, State or local law. The term shall also mean aesuch law imamended from Omm-tm-timne.The term shall include, but not belimited tostatutes, codes, rules and regulations. /3\ Without limiting the generality of the foregoing,the Vendor shall: (a). Comply with the provisions ofthe Federal Civil Rights Act o/1964 l4|Pa�c /b\Comply with the Americans With Disabilities Act. (c). Not employ illegal alien workers o,otherwise violate the provisions of the Immigration Reform and Control Act ofYg80orany similar law orlaw ofsimilar effect. (d). Comply with the Contract Work Hours and Safety Standards Act. (e). Comply with the Clean Air Act. (f).Comply with the Water Pollution Control Act. (0). Comply with the investment prohibitions under Federal and State |ovv. /3>. Vendor will comply with applicable law and regulations with respect to reporting obligations resulting from Vendor's violation of law. (4). The Vendor shall be bound by applicable law as if such provisions were fully set forth in these terms and conditions. Contrm8ingiawlVenme: (1). The City's contractual relationship with the Vendor shall be governed by the |ewo of the State of Florida regardless of any other consideration or doctrine of the choice of law. (2). Venue for any legal proceeding shall be in the State Courts of Seminole County, Florida; the State and County inwhich the City io located. Access ToRecmrds/PublioRecords: (1). The Vendor shall maintain books, records, documents, time and costs accounts and other evidence directly ne|ohad to its provision or performance of services under the City contract documents. All-time records and cost data shall be maintained in accordance with generally accepted accounting principles. Upon request by the City, the Vendor shall deliver all records, data, memoranda, models, and equipment of any nature that are in the Vendor's possession or under the Vendor's control and that are the City's property orrelate tothe City's business. /2\. The Vendor shall maintain and allow access bothe records for aminimum period of5years after the completion of the provision or performance goods or services under to the City and date of final payment for said goods orservices, ordate oftermination ofthe contract documents. (3). The Vendor agrees hofully comply with all State laws relating to public records. In order to comply with Section 11R.O7O1.Florida Statutes, the Vendor must: (a).Keep and maintain public records required bythe City toperform the service. /b\. Upon request from the City's custodian of public records, provide the public with o copy ofthe public records requested orallow the records hobeinspected orcopied within areasonable time and eto coat that does not exceed the cost provided in Chapter 118. Florida 8tab/teo, or as otherwise provided by law. (o). Ensure that public records that are exempt orconfidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the term of the City contract documents and following completion of the provision of goods or services to the City if the Vendor does not transfer the records &mthe City. l5|Pu�u (d).Upon completion of the provision of goods or services to the City, transfer, at no cost, to the City all public records in possession ofthe Vendor orkeep and maintain public records required bythe City bo perform the service. If the Vendor transfers all public records to the City upon completion of the provision of goods or services to the Qty, the Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Vendor keeps and maintains public records upon completion of the City contract documents, the Vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public recondm, in o format that is compatible with the information technology systems ofthe City. /e\. If the VENO[)F7 does not comply with o public records request, the Qh/ shall enforce any and all Agreement provisions in accordance with the City contract documents and the CONTRACTOR shall be subject to all rights and remedies of the City and the public under controlling State law (f). A request to inspect or copy public records relating to the City contract documents must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the Vendor ofthe nequaut, and the Vendor must provide the records tmthe City orallow the records to be inspected or copied within a reasonable time. Failure by the Vendor to grant such public access and comply with public nenonJe requests shall be grounds for |nnmnadia&a unilateral cancellation of the City contract documents by the City. The Vendor shall promptly provide the City with a copy of any request to inspect or copy public records in possession of the Vendor and shall promptly provide the City with u copy of the Vendor's response toeach such request. (4). The Vendor agrees that if any litigation, claim, or audit is started before the expiration of the record retention period established above, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved and final action taken. (5). IF THE CONTRACTORIVENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012.TRACU HOUCHIN, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFOR8.FLORIDA 32771'TRAC|'HOBCH|N@SANFORDFL'GOV. (0). The City reserves the right to unilaterally terminate if the Vendor refuses to allow public auoeou to all documents, papers, letters, orother materials subject toprovisions ofChapter 110. Florida 8bebuhea, and other applicable law, and made orreceived bythe Vendor inconjunction, inanyvvoy.xvithgoodoorservioea provided 8othe City. Codes And Design Sbampards;Expertise OfVendor. (1). All goods or services to be provided for performed by the Vendor shall, ata minimumn, be in conformance with commonly accepted industry and professional codes and standards, standards of the City, and the laws of any and all Federal, State and local regulatory agencies or which, otherwise, have jurisdiction over the goods orservices. (2). If the provision of goods or services relate to matters that are subject to the standards of the Federal Emergency Management Agency, the Federal Highway Administration . the Florida Department of Transportation or a similar agency of government which provides funding to the City or provides grants to the City; the Vendor shall ensure that itcomplies in all respects with the rules, regulations and policies relating tosuch matters uooatoensure that the City ianot rejectedfor grants ordenied efunding source. (3). The Vendor shall be responsible for keeping apprised of any changing laws, applicable to the goods or services tobeperformed under the City contract documents. (3) The Vendor shall be responsible for keeping apprised of any changing laws applicable to the goods and services hobeperformed under the City contract documents, AssignabiliV U\. The Vendor shall not sublet, assign cxtransfer any interest inaCity contract, cvclaims for the money due or to become due out of a City contract to a bank, trust company, or other financial institution without written City approval. When approved by the Chv, written notice of such assignment or transfer shall be furnished promptly hothe City. (2). The Vendor agrees to reasonably participate in the contractual "piggybacking" programs pertinent hogovernmental entities ommay be authorized bylaw. Force Majeure: Neither party shall beconsidered indefault in performance ofits obligations hereunder &othe extent that performance ofsuch obligations, orany of them, imdelayed or prevented by Force Majeure. Force Majeure shall include, but not be limited to, hostility, terrorism, revolution, civil commotion, strike, epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any act ofGod urany cause whether ofthe same or different natuna, existing or future; provided that the cause whether or not enumerated is beyond the control and without the fault or negligence of the party seeking relief. Post Audits: (1). The City may perform, or cause to have performed, an audit of the records of the Vendor before or after final payment to support final payment bzthe Vendor. This audit shall be performedsdatime mutually agreeable to the Vendor and the City subsequent to the close of the final fiscal period in which goods or services are provided or performed. Total compensation to the Vendor may be determined subsequent to an audit as provided for in this Section, and the total compensation so determined shall be used to calculate final payment to the Vendor. Conduct of this audit shall not delay final payment as required by this Section. (2). In addition to the above, if Federal, State, County, or other entity funds are used for any goods or services under the City contract documents, the Comptroller General of the United Sbahao or the Chief Financial Officer of the State of Florida, or o county or municipality with jurisdiction or any repnementabvee, shall have access to any books, documents, papers, and records of the Vendor which are directly pertinent to goods or services provided or performed under the City contract documents for purposes of making audit, axaminobon, oxoerpto, and transcriptions. In every respect, the Vendor shall ensure compliance with any applicable requirements of governmental agencies including, but not limited to, their pre -audit and post -audit requirements. /3\. In the event of any audit or inspection conducted reveals any overpayment by the City, the Vendor shall refund such overpayment to the City within 30 days of notice by the City of the request for the refund. Code Of Conduct: (i). If a Vendor colludes to engage in the violation of a City Purchasing Policy, or a procedure relating thereto, such action shall subject the Vendor to debarment and any other action authorized by controlling law and shall constitute obreach ofcontract and default. /2\. The Vendor shall not discriminate against any employee or applicant for employment because of to none, co|or, na|igion, oax, age, national origin, sexual orientation, disabUity, orany other basis prohibited by Federal of State law relating to discrimination in employment oragainst faith -based organizations. The Vendor shall post in conspicuous p|anes, available to employees and applicants for employment, notices setting forth this nondiscrimination policy. /3\. The Vendor, in all solicitations or advertisements for employees placed by or on behalf of the Vendor, shall state that the Vendor is anequal opportunity employer. (4). Notices, advertisements and solicitations placed in accordance with Federal or State law, shall be deemed sufficient for the purpose of meeting the notice requirements set forth herein. (5). The Vendor ahmU reasonably cooperate at all times with the City and other City consultants and professionals. (G). The Vendor certifies that it has not colluded with any other Vendor or bidder with regard to providing goods or services to the City or engaged in fraud with regard to the City and it has not offered or received any kickbacks or inducements from any other Vendor or sub -contractor and that it has not conferred on any public employee having official responsibility for the City with regard to procurement activities any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged. This certification shall be a continuing certification and the Vendor owes the City the continuing obligation to refrain from any such activity. (7). The Vendor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Vendor, to solicit or secure a contractual relationship with the City and that the Vendor has not paid or agreed to pay any panaon, oonnpany, curpuraUnn, individual or firm other than a bona fide employee working solely for the Vendor, any fee, commission, percentage, gift, or any other consideration, contingent upon orresulting from the award ofmcontract bythe City. (8). The Vendor hereby certifies that no undisclosed (in writing) conflict of interest exists with respect to the Agreement, including, but not limited to, any conflicts that may bedue b»representation ofother clients, customers or vendees, other contractual relationships of the Vendor, or any interest in property that the Vendor may have. The Vendor further certifies that any conflict of interest that arises during the term of the City contract documents shall be immediately disclosed in writing to the City. (Q). The Vendor shall ensure that all taxes due from the Vendor are paid in a timely and complete manner ino|uding, but not limited to, the local business tax. /10\. If the City determines that any employee or representative of the Vendor is not aedohsotoh|y performing his/her assigned duties or is demonstrating improper conduct pursuant to any assignment or work performed under the City contract documents, the City shall so notify the Vendor, in writing. The Vendor shall immediately remove such employee or representative of the Vendor from such assignment. (11). The Vendor shall not publish any documents o/ release information regarding it contractual relationship with the City to the media without prior approval of the Qty. (12) The Vendor shall certify, upon request by the City, that the Vendor maintains a drug free workplace policy in accordance with Section 287.0878. Florida Statutes. Failure to submit this certification may result in termination. (13). If the Vendor is placed on the convicted Vendor list following a conviction for a public entity crime, such action may result in termination of the City contract documents by the City. The Vendor shall provide a certification of compliance regarding the public crime requirements set forth in State |avv upon request by the City. (14). The City will not intentionally award publicly -funded contracts to any Vendor who knowingly employs unauthorized alien vvodkera, ounaUbudng a violation of the employment provisions contained in 8. United States Code, Section 1324a(e) Section 274A(e) of the Immigration and Nationally Act (INA). The City shall consider the employment by the Vendor of unauthorized aliens, a violation of Section274A ofthe INA. Such violation by the Vendor ofthe employment provisions contained in Section 274A (e) of the /NA shall be grounds for immediate termination of the Vendor by the City. The Vendor shall utilize the United States Department ofHomeland Security's E'Verih/system boverify the employment eligibility ofall new employees hired by the Vendor during the term of its contractual obligations to the Qty. The Vendor shall expressly require any subcontractors performing work or providing services to likewise utilize the United States Department ofHomeland Security's E'Verifysystem toverify the employment eligibility ofall new employees hired bvthe subcontractor during the term of the Vendor's contractual obligations totheCity. (15). The Vendor agrees to comply with environmental law applicable to the goods or services provided to the City. The Vendor agrees that any program or initiative involving the work that could adversely affect any personnel invo|vad, cidzens, residents, users, neighbors or the surrounding environment will ensure compliance with any and all employment safety, environmental and health laws. /16\. The Vendor shall ensure that all goods or services are provided to the City after the Vendor has obtained, atits sole and exclusive expense, any and all permits, licenses, permissions, approvals or similar consents. (17). If applicable, in accordance with Section 216.347, Florida Statutes, the Vendor shall not use funds provided by the City under the contract documents for the purpose of lobbying the Legislature, the judicial branch ora State agency. (18). The Vendor shall advise the City in writing of it who has been placed on a discriminatory Vendor list, may not submit bid on a contract to provide goods or services to m public entity, or may not transact business with any public entity. (10). The Vendor shall not engage in any action that would create a conflict of interest in the performance of that actions of any City employee or other person during the course of performance of, or otherwise related to, the City contract documents or which would violate or cause others to violate the provisions of Port |||. Chapter 112.Florida Statutes, relating to ethics in government. No official or employee of the City who is authorized in his or her official capacity to negotiate, make, accept or approve, or to take part in negotiating, mahinU, accepting or approving any contract or subcontract in connection with m City project shall have, directly or indirectly, any financial or other personal interest in any such contract or subcontract. No engineer, attorney, appraiser, inspector or other person performing services to the City in connection with a City project ahoU have, directly or |ndireot|y, a financial orother personal interest, other than his orher employment or retention by the Qty, in any contract or subcontract in connection with such Qty project. No officer or employee of such person retained by the City shall have, directly or indirectly, any financial or other personal inhan*at in any real property acquired for a Qty project. (20)' The Vendor certifies that it in not o scrutinized entity as identified in Section 287.135, Florida Statutes, and shall notify the City ditwere bobecome such onentity. Subcontractors: M. Any Vendor -proposed sub -contractor shall be submitted to the City for written approval prior to the Vendor entering into a subcontract. Sub -contractor information shall include, but not be limited to, governmental nagiutnabono, business oddnaos. local business tax proof of payment and insurance certifications. i2>. The Vendor shall coordinate the provision of goods or services and work product ofany City approved sub -contractor, and remain fully responsible for goods and services provided to the City. (3). Any subcontracts with all sub -contractors shall beinwriting and shall incorporate the City's terms and conditions and require the sub -contractor to onaunne padbrrnanna of the Vendor's duties commensurately with the Vendor's contractual duties to the City it being understood that nothing herein shall inany way relieve the Vendor from any ofits duties tothe City. /4\. Upon request, the Vendor shall provide the City with redacted copies of executed sub -contracts with sub -contractors providing installation services pursuant to the Work as described in the contract documents, where the only redaction is price. (a). Pay subcontractor(s) within7days of the Vendor's receipt of payment from the City for the proportionate share ofthe payment received for work performed bvthe aubno )undertheoontroot; with the City; or (b). Notify the department and the subcontractor(s), in writing, of the Vendor's intention to withhold payment and the reason such proposed action. (c). The Vendor shall not attempt to engage the City in any dispute or any nature between the Vendor and its subcontractors. The Vendor's relationship with its subcontractors shall be conducted in a manner which furthers the Vendor's provisions ofgoods orservices bzthe City. City Purchasing Goals/Performance Monitoring: (1). |tk*the intent ofthe City tupromote competition. The Vendor shall advise the City of any language, requirements, etc. orany combination thereof, inany City instruction ordocument which the Vendor feels may inadvertently restrict orlimit the requirements of the City toasingle Vendor mmanufacturer. (3). Toensure that the City's goals and objectives are implemented inamanner that comports with City policy and sound public policy, the City may make such reasonable investigations esdeemed proper and necessary to determine the ability of the Vendor to perform the services/furnish the goods and the Vendor shall furnish to the City all such information and data for this purpose as may be requested. The City reserves the right to inspect Vendor's physical facilities prior to award to satisfy questions regarding the Vando/a capabilities and qualifications to carry out the obligations to the City and to provide the services orfurnish the goods to the City. The City may conduct any test/inspection it may deem advisable to assure goods and services conform hospecifications (3). The City may, at any reasonable time, conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications. Extent Of AgreementlintegrationlAmendment., (1). The City's contract documents constitute the entire integrated agreement between the City and the Vendor and supersede all prior written ororal understandings inconnection therewith. (2). The terms and conditions contained henain, including the exh|bity, constitute the full and complete agreement between the City and the Vendor to the date hereof, and supersede and control over any and all prior agreements, understandings, representations, correspondence and statements whether written or oral. /3\. The terms and conditions contained herein may only be amended, supplemented or modified by a formal written amendment. (4). Any alterations, amendments, deletions, or waivers of the terms and conditions shall be valid only when expressed inwriting and duly signed bythe City and the Vendor. (1). Whenever either party desires to givenotice unto the other, dmust begiven bvwritten notice, sent by registered United States mai[ with return receipt mquested, addressed to the party for whom it is intended, at the o|oca last apeuified, and the place for giving ofnotice shall narnmin such until it shall have been changed by written notice in compliance with the provisions of this Section. (2). The Parties' persons and places for giving of notice shall be the City's contact/projectmanagerand the Vendor's signatory atthe Vendor's address set forth in the contract documents as determined by the (3). Written notice requirements shall be strictly construed and such requirements are acondition precedent to pursuing any rights or remedies hereunder. The Vendor agrees not to claim any waiver by the City of such notice requirements based upon City having actual knowledge, implied, verbal or constructive notice, lack ofprejudice oronyothor8noundaeaemuboUtu1eforthehai|ureofthaVendorboconnp|yvviththe express written notice requirements. Computer ocdM§cebon (e-mails and message boards) shall not constitute proper written notice. Waiver. (1). The failure of the City to insist in any instance upon the strict performance of any provision of the terms and condiUono, or to exercise any right or privilege granted to the Qh/ shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. (2). Payment for goods or services by the City shall not constitute waiver of any type of nature by the City. Sawmrabmstrmctipn: (1). |fany term, provision or condition contained in the City's procurement documents shall, to any extent, be held invalid or unenforceable, the remainder of the contract documents, or the application nfsuch term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unanforoeab|o, shall not be affected thereby, and each tarm, provision and condition of the City contract documents shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest. /2\. All terms and conditions shall be read and applied in pari materia with all other provisions. Alternative Dispute Resolution 64DRU; (1). |nthe event a dispute arises between the Parties related to any performance or payment obligation arising, the Parties agree toenter into good faith negotiation between the Parties tuattempt bzreasonably settle such dispute, (2). If the Parties are unable to settle any dispute by good faith negotiations between the Parties. the Parties agree to try to resolve the dispute with the help of a mutually agreed-upon mediator in Seminole Coun1y, FL. Any costs and fees other than attorney fees associated with the mediation shall be shared equally bythe Parties. (3) In the event the Parties are unable to resolve any dispute within sixty (60 days of commencement of the mediation, which time limit is extendable by mutual agreement, then the Parties agree that the dispute may be submitted for adjudication to the appropriate Court in Seminole County, Florida. NoGeneral City Obligation: (1). In no event shall any obligation of the City be or constitute a general obligation or indebtedness of the City but shall be payable solely from legally available revenues and funds and the Vendor shall have no right to impose the levy ofad valorem taxation by the City. (2). In no event shall the Vendor have any right to cause the City to appropriate or budget funds for any purpose orreason. (3). Unless otherwise provided by law, a procurement for goods or services may be entered into for any period of time deemed to be in the best interests of the City. provide the time of the procurement and the conditions of renewal or oxtonsion, if any, are included in the solicitation and funds are available for the period at the time of procurement. Payment and performance obligations for succeeding fiscal periods shall besubject toappropriate bythe City offunds therefor. 211Pu�;.! e (4). When funds are not appropriated orotherwise made available tosupport continuation of the performance ofservices orthe provision ofgoods inasubsequent fiscal period, the agreement with the City shall be canceled and the Vendor shall be entitled for the reasonable value of any nonrecurring cost incurred, but not advertised in the prices of the goods supplied or services provided under the City contract documents. Exhibits: Each exhibit referred to and attached to the City's contract documanbs, as are consistent with the requirements herein with regard to using City forms and documents and other terms and uondiUnna, is on essential part of this contractual relationship. The exhibits and any amendments or revisions thereto agreed upon by the Pediem, even if not physically attached hereto' shall be treated as if part ofthe contract documents. Counterparts: Contract documents may be executed in any number of counterparts, each of which shall be deemed on original instrument as to those who have executed the douunlent, but all of which, taken bogethor, oheU constitute one and the same document; ppovided, hovvaver, that, in the event ofa disparity between the counterparts, the counterpart recorded in the City's official records shall be controlling. Probationary Period. The first 90 days of the contractual relationship between the Vendor and the city are to be considered a .'probationary" period. At the City's discretion, the Vendor may be terminated based on the performance of the Vendor. Public Emergencies. bis hereby made a part of this proposal that before, during and after apublic emergency, disaster, hurricane, tornado, flood, terrorism, acts of God, or other events of a similar nature, the City shall require a "priority"for goods and services. It is vital and imperative that the haaNl, safety, and we|tsns of the citizens of the City are protected from any emergency situation that threatens public health and safety as determined by the City. The Vendor agrees to provide all goods and services to the City or governmental entities on a "priority" basis. The City expects to pay contractual prices for all products and/or services under the City's contract documents in the events referenced herein. Should the Vendor provide the City with goods or services not under the awarded Agreement, the City expects to pay a fair and reasonable price for all goods or services inthe events listed above. Scope mfCity Personnel All City personnel who have received Unnbed authority to sign contracts have a responsibilityho learn and determine acceptable contract language in order to avoid situations which can become very costly tn the City. 22|Pu�c Exhibit B Proiect Scope 1. Summary of Work. The Summary of Work for the Project contemplated hereunder consists of providing and installing (if applicable) all Project materials and equipment as listed in Exhibit A-1, and management of the installation process (if applicable) within the geographic area defined in the propagation study or such other geographic area as otherwise defined herein (the "Utility Service Area"). 2. Proiect Initfleinentation Period. The Project is projected to commence on November 15, 2022, and will be implemented over an approximate 25 -month period of time. Project completion is estimated on or around December 31, 2024. 3. Compensation. Client agrees to pay Core & Main for the Work as described in Exhibit D and additionally for each supplemental item as required by Client and agreed by the Parties. Core & Main reserves the right to increase prices upon thirty (30) calendar days' notice to address factors beyond its control, including but not limited to government regulations or tariffs. Client will make payment to Core & Main within 30 days of the receipt of an Invoice for installation services, which will be invoiced no more frequently than monthly. Meters and equipment will be invoiced as they are delivered and will be paid on the City's next monthly payment day. 4. Installation Responsibilities of Core & Main. (a) Installation Plan. Core & Main agrees to facilitate the creation of an installation plan to clarify the Standard Operating Procedures for the installation contractor. These SOP's shall include specifics around Return to Utility (RTU) situations, communications to Client and Client's customers and safety standards. (b) Proiect Installation. Core & Main agrees to perform the Work in accordance with Client's specifications that are attached hereto during the Project Implementation Period specified above. Core & Main will be responsible for installing the Project according to manufacturer standards and such local standards, if any, as are attached hereto. (c) Water Shutoffs. Core & Main, its agents and subcontractors, will be responsible for shutting off the water to each meter serviced as well as notifying each customer of the water shutoff, Some assistance may be required by Client with the notification of its customers. The installation team will knock on the doors of residential customers as well as leave notifications on their doors. In the case of large commercial Customers such as schools, hospitals, nursing homes or any other commercial customer, special efforts will be made to ensure minimum disruption to water needs. In order to prevent any damage from plumbing fixtures that are sensitive to water shutoffs, Core & Main will schedule replacements with these commercial customers and will notify the maintenance personnel when turning the water back on at these facilities. Regardless of any effort of Core & Main, ultimate responsibility of any and all fixtures inside buildings will remain the responsibility of the end user and/or Client as detailed in any Service Contract that exists between Client and its Customers. Core & Main must follow the Client's policy for turning water back on. This Must be added to the Installation Plan. The Client bears no responsibility for damage resulting from not following this policy. (d) Curb Stops. In the event the service location lacks a curb stop or it is defective, Core & Main or its representative will contact the Client. In this event the Client will either A) authorize Core & Main to repair the defect at the price as listed in Exhibit A-1 or as otherwise agreed by the Parties or, B) repair the defect with Client's forces and notify Core & Main that the repair has been made or, Q exclude the meter change out from the Project. (e) Meter Boxes, Vaults, and Roadways. Core & Main is responsible for repairing any damages to meter boxes, vaults, and roadways that result from the installation of the Project; provided, however, that Core & Main shall not be liable for pre-existing conditions or leaks. Core & Main will install new meter boxes as authorized by the Client's representative, with appropriate lid selection to be mutually agreed upon. The installation contractor will retain all existing water meters and materials with scrap value for 30 days pulled from the ground during the installation and the City of Sanford will be responsible for the disposal of water meters and materials with scrap value. M AMI Infrastructure Work. Core & Main will install any infrastructure included in Exhibit A- I as specified in the attached Statement of Work. The Statement of Work identifies responsibilities of Core & Main and Client associated with the installation of the infrastructure. Client agrees to perform the responsibilities of Client as set forth in the Statement of Work. (g) Disposal. The installation contractor will be responsible for the disposal of all waste, debris and materials from the installation of the Project with non -scrap value. (11) Certified Installers. In the event this Agreement includes gas or electric meters or should local laws dictate, Core & Main will ensure that the meter installers are certified by the governing board as required. Z:6 (i) Lead Pipe / Service Line Composition Identification. At time of installation, Core and Main's installation subcontractor shall collect service line composition. This shall include the service lateral from the distribution main as well as the homeowner service side of the meter. The following shall be completed as part of this effort: a. Work through the specifics of the effort during creation of all installation plan. b. Hold a training workshop to define this effort with Customer staff and ensure SOP's are clear for both Parties. c. Expose service lines on both sides of the meter set. d. Visually inspect the lines on cither side of the meter inside the meter box. c. Capture the service line composition and specifically note lead pipe where found, within a field in the work order system. f. Provide captured service line composition information back to Customer via the daily work order upload and / or a portal that allows for download of specific information from the work order system. 0) Liability. Water Meter Replacement: Core & Main is responsible for any damages that occur within 12" on either side of the water meter resulting frorn the Project installation. Any damages incurred within this 12" area will be promptly repaired at the expense of Core & Main. Core & Main is not liable for damages outside the 12" zone, either on the water distribution side or on the customer side incurred from the Project installation including shutoff, temporary outage, and restart of water service. Core & Main is not liable for any pre-existing conditions including leaks, faulty workmanship and materials from previous projects or rust. Should such conditions occur (i.e. leaks) Core & Main may document them and at Client's written request, repair them for a negotiated price. External Back -Flow Prevention Devices: Core & Main will not be required to install or repair any External Back -Flow Prevention Devices. Core & Main assumes no liability or responsibility for the proper functioning of these devices. Core & Main recommends that the Client notify each customer about the potential impact of thermal expansion, but leaves this decision to the discretion of the Client. Backflow devices that are internal to the expansion couplings used by the city, will be installed as part of the standard installation. Existing, external, backflow devices will be removed and replaced with a fitting at the standard rate for a backflow or dual check installation as quoted. (k) Non -Covered Work. Contracted meter change outs contemplate a standard meter change out. In the event that locations exist where conditions require nonstandard work (i.e. move a service location etc., move fences for or other customer structures & items for access, install systems in heavy traffic locations alleys, parking lots etc.), Core & Main and the Client will either agree on a price the Client will pay Core & Main to perform the work, or the Client will exclude this work from the Project. Should Core & Main, in its sole discretion, determine that any portion of the Work is unsafe, that portion of the Work will be considered nonstandard and will be excluded from the Project. A meter in an alley does not constitute a nonstandard installation, there will be many installations in alley ways, that will be standard installations as long as the meter installation is the only thing required. If a box reset is required or if material is outside of the box, additional fees will be required or the exchange can be returned to the City and deleted from this 2 1 P Agreement, Work outside of a meter installation and service line audit will be at the standard charge for the work performed, as authorized by the City. 5. Responsibilities of Client during Installation. (a) Owner -Furnished Data. Client shall provide Core & Main all technical data and information in Client's possession, including previous reports, maps, surveys, necessary for Core & Main to perform the Work. Client shall be responsible for identifying the location of meters. Should Core & Main require assistance in finding the meter location, Client shall locate the meter in a timely manner. Core & Main shall hold no ownership over Owner - Furnished Data and shall take all steps necessary to secure said data from breaches, specifically in the case of data containing Personally Identifiable Information (Pll). (b) Access to Facilities and Property. Client shall make its system facilities and properties available and accessible for inspection by Core & Main and its subcontractors. (c) Client Cooperation. Client support will be required during implementation of the Project to obtain access to meter boxes/pits, infrastructure sites and to coordinate utility interruptions. Client will provide notification in its billing to its customers that Core & Main is performing the designated work and that possible service interruption may result. (d) Timely Review. The Client shall examine all invoices and inspect all completed work by Core & Main in a timely manner. In the event that Client falls to make timely payment to Core & Main as a result of Client's delay in inspecting the Work or processing Core & Main's invoice, Core & Main reserves the right to suspend further work without penalty until such time as payment is made. The project completion date will be extended for tile same duration of any such delay and suspension of Work. Exhibit C Invitation to Nceotiate OTN) Term Contract — Advanced Water Meter System, and Proposal of Core & Main LP The Invitation to NeLyotiate ITN ) Term Contract — Advanced Water Meter Svstem, Solicitation Number FTN 2021-3511, Release Date Thursdav,.Iulv 22, 2021, is incomorated by reference as though fully set forth herein. The Response to Solicitation ITN 20121-35R Advanced Water Meter System for City of Sanford, FL, Submitted Au2tist 26, 2021, by Core & Main LP, 476 pages in lenj!th, is incorporated by reference as thouah fully set forth herein. I I P a c Exhibit D Proiect Pricing / Core & Main Compensation (Attach updated -Contract Pricing Worksheet, Annual Price Matrix, Ancillary Items) ver , 'P� • 5/8x3/4" or 3/4" Short 5/6x3/4" or 3/4" Short 7.5" Lay Length 5/6x3/4" or 3/4" Short min I M40 0017.5" Lay Length 9" Lay Length b" Lay Length I ask Mr. M.. • Omni T2 - reclaim Oil Omni R2 - reclair" J111'. "90 Omni T2 --reclaim IDIOM ��=Omni T2 - reclaim 9. iz-Fe-claim— _#mni U Omni T2 - reclaim WE= I J 01! 0:1 N k ININ ffin"I"AN 0 0 Is 60% distribution estimated 2|Pu�2c PME from 0/0 Archel ruggedized handheld 'City may choose alternate approved Android or IDS Device software -Fie[dLogic IN 111011 MIN Description 1% annual increase & 3% increase every 5th year. Optional additional FIN raining/ Staging/ Development Environments MINNOW 11 MINIM)) 111 Description Application, & Pressure Profile !every Sth year. Application Optional additional Sensus Analytics Training/ Staging/ Development Environments 1 171 111 Description !Project Management NEM -oililxlioll Project Support Services Project QA/ QC Services Naviline Per MultiSpeak Integration with other Software Applications such as SCADA, If desired will require separate S#W land iGIS, possible pricing. Asset Management XylemVue Digital Solutions, If desired will require separate scopeof work AMI HES Implementation MDM Implementation 'Sensus Analytics Setup Fee - Water; Customer Portal System Setup Sensus �rofessional Services for Data Migration to Sensus Analytics migration of up to 2 years of availble readil data 2|Pu�2c 'r r / /r,/ / .,/ Iv,.�/ ,,,,r a,rrJr,:, ;F.ri,r �1 /ff•" fl�, �/ ,PI/l�IF( ��//�lfi/r�„/9��,/.f /r�I.r Jl.,9/1��I�r,�. l .r�!! /�a4f//. Description / /. r ,f/r /', / /r/,i /r I f/r �iG/ fi/r„/. /�rff�,.%I. /l�;/„. /, ��„/l//l.ll/rH//,,%l �iHl/ ��/r%if/ 1r/��1r �F/,,/////f,///,�,x//f,,re///l/,,./�h,. r/,/,I /„/r�,N�e a///„�f //rGf/I/,( hJ/.n/l,� /i/ ri,/1 f .F r �r,il. f/%i �/I/��IF. ,I„„f/i,�// /�.,,J. /. ,,,t/�IF/,r✓ ��I//� rr ,f I /. ,/!!.. , rI,i�/,.,. /,//� r%,r,l/,,.�/n�I.//. l/,�MG�/�I �, 1 /%>� /. r r /, /f% J�RI/ / /M/1in "� I /r il,. /N ,ri/. /lr✓ Jr / l f � / /�,/�///. 1. /,/, /--Yr (y�i.r r� r ( / f e,� ,/ �.�r �J,/1l/ �r„ J��r, rr,ri> /u �./err,l"'r„ir„rll��J�//rill//l, f��,y,��I,F,.,Ilrl.//✓G��II��/�I,:; Description a r r /„ r ,, ,✓�In,.,,J�'i%%%I,I��rri��Irr YY. I 111 11 /. r, �i (/ r.✓ /. � lrr„�vI,Y�%I, YY. Itl ii I/ ly! �/�..,f✓/,�', ./flll,.{//.�..,,1 / ra. ,.rr Y f <J rr /��J..Ir��r.f • • ” Y II AI I A VII I III A III 1%anJua r (�Lil�3L1l in �/ /�r,,,di /,..../, / ✓� ,/ /„r/ a r r r � ,..I ri� /. �.. f � /. Endpointivinly Retrofitting so Meter 5ox ilkeplacennent 6 M. -01 .0 Raise or Lower Meter Boxes As Ail � JrrWfl!%r�?((1�fl,�N1j °I�%i��h�"/ifidl� � ui ��rV�k�Te�,rr!Z/f�PYkrw”�!h�(�!%f�l,f//r"/� ” 1 ”' �'' ir1(�/, iil!"�!'�/JI%/;% al{�, DescriptionI• �I ,,(.. ,.,{ .. � �II��rr'r aI' � NIXON Qyf�l / ��/rYl>i, >./y�i,Ip�olu�•I� i li. mo , •f li^I Idl�f��1/ 1Fi�r,,y�!/f�,%%/ . I IIf •• I I I Wt I ! I allows connexon i city Utility •- *-,�E==reduced ,• • --© IJI 1/11111 :• y � >ai /naar lirn7/ ,f i/ r f,,r �,I d r/ /��/�r�«� ��N�,/lyl�ll�� / l�f � f , r f� y �f �, �1 �, l �r � 9 , ;1.• ��,1�� 1, �, ��°�”�ef��1,�;��i��,til��I�!.,�m%��i�1��/„�1 r- I I pt ,I �� , r;,, 1 111 t A �, /,fl��,� � , ,1 .. � e, f �!/yl�r�J�✓r l�J�l� � I � ,° M 11 : • • • • ..��.. 111��1�� 11 11 11JUT NOW DFW 1600 Meter Box w Lid DFW 164# Lid •. .•�■ II 11 DFW 1200 Meter Box w Lid 0”, r *11 6ox w Lid 11 "« 11 11111 r •1i • �- /1 � 111 I i � " Description Updated CKY Updated Unit Price Updated Total Price Comments Yoke Bars & Flange Adapter Parts Y502 5/8 x 3/4 Iron Yoke N/A TBD 13.50 EC -23 -NL 5/8 x 3/4 Expansion Connectoi N/A TBD 26.75 1.5" Comp x 2 bolt Flange Adaptor Convert Thrd connection to FIg N/A TBD 99.25 2" Comp x 2 bolt Flange Adaptor Convert Thrd connection to FIg N/A TBD 128.50 2" 4 Bolt Flange x FIPT Adapter N/A TBD 97.25 INSTALLATION Optiqn�_�� Replace Meter Box Lid N/A TBD 5.00 Drill Hole for Radio in Existing Plastic or Metal Meter Box Uds N/A TBD $ 7.00 Raise or Lower Meter box N/A TBD $ 46.50 Install Dual Check 3/4" N/A TBD $ 47.00. Install 3/4" Curb Stop N/A TBD $ 47.00 Install New Meter Box & Lid 1" or smaller (Soft Dig Conditions) N/A TBD $ 46.50 Install Meter Box & Lid 1.5" & 2" (Soft Dig conditions) N/A TBD $ 70.00 Threaded to Flange Conversion Labor N/A TBD $ 95.00 Dig Outside of Box for Service Line identification - Soft Dig - *not in concrete or asphalt* N/A TBD $ 10.00 4|Pn�c Exhibit E Sensus Network as a Service and Spectrum Lease Agreement 'rhe Network as a Service and Spectrum Lease Agreement between Citv of Sanford, FL ("Customer") and Sensus USA Inc. ("Sensus"), 20 pages in length, is incorporated by reference as though fully set forth herein. Exhibit F Statement of Work (Sale through VAR) General Responsibilities: Core & Main will: I . Provide a project manager to coordinate all FlexNet installation activities with the Client and be the main contact point between the Client and Sensus during the infrastructure and SmartPoint Module deployment phase. The project manager will coordinate training activities and all installation activities with Sensus field engineers and contract installation crews hired by Client. 2. Provide Client a Sensus certified propagation study that determines the locations best suited for installation of the BASESTATIONS and to ensure proper communications with end point transmitters and the RNI. 3. Work with Sensus to commission the RNI hardware and software remotely. 4. Work with Sensus to obtain final network acceptance and approval to install endpoint devices S. Schedule training familiarization / operators training for head end software to Client identified personnel at the Client's location. Client will: I . Provide a key point of contact, contact information, for project management activities to work with the Core & Main project manager to help facilitate a timely installation of the FlcxNct system. 2. All locations Will use Cellular backhaul. Naas Responsibilities: Core & Main will require the manufacturer to perform the following: Sensus shall be responsible for providing the following services to the Client: i. Sensus will own FlcxNct base stations and FCC license spectrum. 1. Sensus is responsible for administration and payment of 3r`' party site lease fees. ii. Sensus will own and be responsible for backhaul communication for base stations. 1. Sensus is responsible for administration and payment of 3' party backhaul fees. iii. Network Design and Architecture 1. Gather Client -defined requirements and features for design of network. 2. Design network based on Client locations per RF1 Response 3. Select sites that provide best coverage 4. perform preliminary site visits S. Finalize propagation study based on sites identified 6. Propagation study of record is created and will be used in design per requirements identified. 7. Create SOW for base station installation work 8. Build a schedule and project plan 9. Design and analyze Radio Frequency ("RF") network including backhaul design. 10. If additional changes to the features or requirements are required by Client, Sensus will redesign the network and pricing may be adjusted to reflect this change. iv, RF Field Equipment Installation 1. Order and deliver materials (base station, cables, antennas, etc.) 2. Acquire any necessary sites and lease fees 3. Installation of any towers, pads, etc. as needed 4. Manage third party subcontractors as needed S. Install RF Field Equipment I I P a u e 6. Perform RF / Noise analysis and resolution as required 7. Certify base station installation and testing is complete v. Ongoing Operations Management 1. Sensus will be responsible for the day-to-day operations, management, maintenance, and monitoring of the RF Field Equipment. 2. Document network design, physical asset condition, etc. (take and store photos as documentation) 3. Sensus, via the Network Operation Center ("NOC"), shall monitor the RF Field Equipment ensure the early identification and resolution of on a 24 x 7 x 365 basis. 4. Monitor and manage firmware/software using standard key performance indicators for performance & capacity management (storage, CPU, memory, security, etc.). 5. Monitor and respond to system outages, trouble ticket generation, and other alerts regarding the FlcxNct System. 6. Perform remote initial triage and troubleshooting of issues. 7. Any issues identified by Sensus that cannot be resolved remotely shall be dispatched by the NOC for onsite resolution. S. Mitigate and resolve any potential RF interference that may Occur. 9. Provide remote firmware maintenance, which includes Patches, Updates, and Upgrades for RF Field Equipment software and firmware. a. Sensus will participate and support standard change management controls in accordance with Client's change management practices, policies, and procedures. 10. Cybersecurity of RF Field Equipment will be managed, monitored and maintained by Sensus security team and experts. 11. Perform network tuning to maximize FlexNet System. a. Network tuning includes looking at stale meters, Read interval Success (RIS), RF channels, and overall network health, capacity, and performance. Meter configuration and channel configuration changes will be made to ensure optimal FlcxNet System performance is being achieved on each channel and frequency. 12. Optimize network and ongoing design to ensure maxii'mini coverage and performance a. Network optimization includes performing network design and propagation analysis to identify areas of improvement of coverage, capacity, and performance. 13. Service Level Objectives ("SLOs") a. Field dispatch to occur within one (1) business day of identified issue. b. Maintain performance consistent with the NaaS Uptime Rate (as defined below). 14. Provide monthly performance reports to Client and manage SLOB as agreed upon. vi. Ongoing Infrastructure Maintenance 1. Provide warranty of RF Base Stations, parts, replacement, etc. (labor and batteries included) 2. Perform routine field preventative maintenance (physical maintenance and RF analysis) a. Visit RF Base Station(s) once a year b. Report of visits plus maintenance logs are stored in ticketing system c. Voltage standing wave ratio (VSWR) and Distance to Fault (DTF) testing of antenna system d. Inspection of antenna system e. Inspection of exterior and interior of cabinet including GPS system f. Power monitor and measurement g. Software inspection and confirmation h. Completion of checklist and reporting package with update of site photos i. Interference and noise mitigation checks are performed 3. Provides spare parts for RF Field Equipment. Client will: 2 1 P'n g c i. Client shall own and be responsible for metrology (meters), endpoint, and SmartPoint devices, which includes ownership and troubleshooting of those devices in the field. ii. Client shall remain current in its payment obligations for NaaS. All payments shall be made to Sensus' authorized distributor unless otherwise agreed by the Parties. RNI Responsibilities: The RNI will be a SAAS model that will be stored at one of Sensus secure data sites. Core & Main will: 1. Supply the RNI hardware and data management software necessary to operate on the RNI hardware. 2. Work with Sensus to obtain final configuration of all software and RNI hardware for operation with the FlexNet network. 3. Work with Sensus to Test, and verify proper network connectivity to access the BASESTATION. Client will: 1. Be responsible to secure a contract with Central Square to connect the data management software to Central Square to allow for data to be imported for billing purposes. Infrastructure Site Responsibilities BASESTATION: Core & Main will require Sensus to: I . Instruct Client concerning infrastructure site preparation work, and verify work is done correctly. 1 Coordinate the installation and commissioning of FlcxNct Infrastructure for proper operation. 3. Hire a competent contractor to install the antenna and related components. 4. Provide the necessary antennas, mounts, cable and other antenna components for the BASESTATIONS. 5. Not be held responsible for damage to any interior/exterior coatings on water tanks that result from welding of antenna mounts to tanks. Parties will agree to a scope of work prior to installation. 6. Provide the required number of BASESTATIONs. Client will: I . Be responsible to provide an area at the BASESTATION site for installation if the BASESTATION is installed at a Client provided site. 2. Be responsible to provide security at BASESTATION location. 3. Be responsible for getting access/permission to any structure that Is not owned by the Client. 4. Prepare the site for the BASESTATION by completing the below tasks: a. Provide suitable antenna mounting structure such as a lower, mono -pole, or building that is capable of supporting the weight of the antenna, cable, mounting hardware and wind loading. b. Indoor site should have adequate room for the rack facilitating opening of both front and rear doors, and an available 120V grounded outlet within 10 feet. c. Outdoor site installation single phase 240 VAC 30 -amp circuit from Meter batik to disconnect panel on BASESTATION. Any material and pen -nit fees will be invoiced to the City if provided by Core & Main. d. Indoor site should have adequate environmental control/ventilation. Recommended environmental ranges are shown in Appendix A of the Tower Gateway Base Station Installation Manual. Although 3 111 t t! e the unit is capable of operation in extreme temperatures, maintaining a moderate and constant temperature environment will promote trouble-free service and long life. e. Site must have all RF, and power connections properly surge arrested to prevent damage in the event of a major lightning strike. A Halo type building ground installation with a tie available to connect to the rack ground bar is recommended. Water Meter and SmartPoint Module Installation Responsibilities: Core & Main will: 1. Install or hire a qualified installation contractor to install all Meters and Endpoints to be used in the AMI System. 2. Be responsible for quality assurance for their personnel and/or an installation contractor as it relates to propel, installation of Meters and Endpoints. 3. Visit and troubleshoot Meters and Endpoints that are not reporting into the system. Investigate any non - reporting Meters and Endpoints to ensure that there are no cut wires, improper installations, improper programming and resolve all data entry errors in the system. 4. Assign all internal and/or installation contractor auditor to ensure installation work is correct. Core & Main will engage Sensus to train this individual to properly identify and correct any known problems in the field. This individual will be the primary contact to troubleshoot, identify and correct non reporting Meters and Endpoints and installation errors. 5. Once the installer has completed troubleshooting of installation issues, Core & Main will engage Sensus to investigate the remaining Endpoints to identify and fix any coverage issues. 6. Coordinate with Sensus to establish the Meter and Endpoint installation schedule, shipment quantities, and overall project timeline. 7. Perforin field audits on 5% of all installs from a randomly generated list. 8. Perform field audits on 10% of new installers for I week, then 5% thereafter, randomly generated. 9. If an installation fails the field audit, make the required repair. 10. Report with the following fields at a minimum: a. CYCLE, Rouri7 ACCOUNT, Service Address, QA Resource User Name, QA Completion Date, Pass/Fail, Fall Reason, Out Read, Notes, Installation User Name., Installation Date, Register ID, Radio ID, Pass with Corrections Reason, Pictures. 11. Provide RN I access 1'(.)r report SCIISLIs Report Generator. Client will: I . Purchase Endpoints. "Endpoint", in this Exhibit only, means a Sensus meter or a Sensus SmartPoint Module installed on a third -party meter. 1 Field Audit 511%) of all installs, in-house or 3'd party. 1. 1 report to Core & Main and discuss in weekly meetings to discuss resolution steps. 3 Provide a weekly i I Testing Responsibilities: Core & Main will: 1. Support Client in testing efforts by providing or coordinating with Sensus to provide necessary data to facilitate testing. 4 1 P, 2. Review tests with Client and resolve any system issues identified by the testing process, either directly or through coordination with partners / subcontractors. Client will: 1. Perform Endpoint Acceptance Testing as follows: i. A listing of meters installed shall be provided to Client and their consultant, SL-serco, using the WOMS (Work Order Management System) meter exchange output on an agreed upon basis (daily or weekly) i 'i.I The installed meters and endpoints shall be tested recurringly until they pass Endpoint Acceptance Testing iii. Client and SL-serco shall run Endpoint Acceptance Testing twice a week with the expectation that a meter shall deliver I (one) valid reading for each 24 (twenty-four) flour period of testing iv. Any meters that do not meet this criteria shall be subject to a second visit by Core & Main to determine reasons for lack of communication v. Meters that pass Endpoint Acceptance Testing shall be maintained by Client from the point in time that they have passed vi. Core & Main shall invoice for installations as meters pass the Endpoint Acceptance Testing process. Meters and endpoint hardware will be invoiced as they are delivered. 2. Perform User Acceptance Testing as follows: j. Client shall perforin SAT to verify all integrations between the RNI, Sensus Analytics, and Central Square CIS have been satisfactorily completed to support "go -live" and full deployment; including flinctional testing of on demand reads, events and alarms, metering reading, and billing end-to-end. i 'i.CliI ent shall develop, with the help of Core & Main and SL-scrco, appropriate UAT test plans for each software and interface being provided as part of the AMI Solution. iii. These tests shall be reviewed and accepted by all Parties prior to testing start. iv. Client personnel shall run these tests during the UAT period and provide the following: 1. Passing results shall be provided to the project team. 2. Failing results shall be provided to Core & Main for resolution within 60 (sixty) days; in the event the failure was due to a larger issue, Core & Main shall provide a remediation plan that outlines expected timelines for resolution. 3. A failed test shall be re -ran after notice of resolution has been received by Client and results provided back to the project team. 1. Perform System Acceptance Testing as follows: i. Systern Acceptance Testing shall begin on billing routes that have reached 95% completion by notice from Core & Main to Client ii. Core & Main shall require Sensus to provide Client and SL-serco the CMEP (California Metering Exchange Protocol) outputs from the RNI (Regional Network Interface) to facilitate this testing; these outputs may be placed in a non -production folder to ensure production environments are not impacted; however, they must be accessible via SFTP on an agreed upon daily basis iii. Client and SL-serco shall run SAT testing over a 35 -day period to achieve the following targets for each route: I. 98.5% of billing reads over a 72 (seventy-two) hour period; these will be calculated on a rolling 35 (thirty-five) day basis iv. Endpoint exchanges must be reported to Client and SL-serco if performed by Core & Main during this period 5 1 P a �g Q, v. Client and SL-serco must be notified of any collector outages that would impact the routc(s) being tested during this period vi. Core & Main shall be responsible for identifying meters that are exceptions during the testing and provide a date for the exception to being and end (if remediated during the testing) 1. Exceptions are generally as follows: a. Issues related to endpoint to register communication due to utility customer tamper or maintenance b. Endpoint replacements by Client that were not recorded c. Issues generally out of the control of Core & Main 2. Items that are not exceptions: a. Improper installations b. Lack of appropriate pit remediation prior to installation that has since caused issue c. Failure of equipment due to firmware or hardware problems Miscellaneous Responsibilities: Client will: 1. Be responsible for the payment of any taxes, renewal, regulatory or license fees associated with the network hardware and software. 2. Be responsible for applying for and purchasing any needed work permits. 61 f I a _!' e Exhibit G Warranties Provided by Core & Main The warranties on Work shall be as follows: Proiect Materials and Supplies. (a) General. Meters and equipment that Client purchases from Core & Main are warranted by the manufacturer to be free from Manufacturers' Defects for the period specified in the manufacturer's warranty. A copy of the present warranty of each manufacturer that will supply meters and equipment as part of the Prqject is attached hereto as Exhibit BD -I. The term, of such manufacturer's warranty shall be as set forth in such attached warranty (as the same may be changed frorn time to time during the course of the performance of the Agreement, but with changes to apply only to purchases of meters and equipment occurring after the change becomes effective), but generally the start date for meter and equipment warranties is the date of the manufacturer's shipment of such meters and equipment ("Manufacturer's Warranty Period"). PROJECT MATERIALS AND SUPPLIES OTHER THAN METERS AND EQUIPMENT ARE NOT WARRANTED. CORE & MAIN DOES NOT PROVIDE ANY SEPARATE WARRANTY FOR PROJECT MATERIALS AND SUPPLIES. (b) Core & Main's Responsibility. Upon any breach ol"the manufacturer's warranty on a meter or equipment noticed to Core & Main during the applicable Manufacturer's Warranty Period, Core & Main's sole responsibility shall be to cooperate with Client in arranging for the manufacturer to repair or replace any defective meter or equipment. Installation Work and Services. (a) General. Core & Main warrants that all installation Work provided by Core & Main shall be perfon-ned by Core & Main in a workmanlike manner and in compliance with any specifications set forth in this Agreement, with such warranty to expire one year from the date when such installation Work was performed (the "Warranty Period"). (b) Exclusive Remedy. Upon any breach of Core & Main's warranty as to installation Work during the applicable Warranty Period, Core & Main's sole responsibility shall be to perform any corrective installation Work necessary to bring Core & Main's installation Work into eon-ipliance with such requirements. 3. DISCLAIMER OF FURTHER WARRANTIES. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, CORE & MAIN DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT, WHETHER ARISING OUT OF WARRANTY, INDEMNITY, TORT, CONTRACT OR OTHERWISE, SHALL CORE & MAIN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND. IN NO EVENT WILL THE LIABILITY OF CORE & MAIN UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID TO CORE & MAIN BY CLIENT I IEREUNDER. Exhibit G-1 Manufacturer's Warranties The Sensus Warranties and AMI Performance Sheet, 44 pages in lent!th, are incorporated by reference as thouah fully set forth herein. Exhibit Hi Proiect Schedule 12 Sanford Contract Nego tiation 2/10/2023 Utility Scoping Session 2/15/2023 2/16/2023 2 Purchase Order Issued 2/20/2023 2/20/2023 1 Order Materials (Meters / Software) 2/20/2023 2/20/2023 1 Order - Meters 1.5" & UP & SmartPoints 2/20/2023 8/14/2023 176 Order - Meters 1" & Less 2/20/2023 2/19/2024 365 Order - Base Stations 2/20/2023 4/17/2023 57 order - software 2/20/2023 3/20/2023 29 Setup Regional Network Interface (RNI) 2/20/2023 3/20/2023 29 Initiate Integration between CIS and MDM 2/20/2023 6/30/2023 131 Interface WOMS with CIS 3/6/2023 4/28/2023 54 Install Collectors on Existing Infrastructure 4/24/2023 4/28/2023 5 Setup Software and Handhelds for Programming 4/25/2023 4/25/2023 1 Install Test Meters 4/26/2023 4/27/2023 2 Test Data for Conformance to Specifications 5/1/2023 5/19/2023 19 Installation Phase Kickoff Meeting 7/11/2023 7/12/2023 2 Start Deployment of Large Meters 9/4/2023 3/1/2024 180 Start Deployment of Small Meters 3/4/2024 3/28/2025 r39O .Start Informal Training by Core & Main 6/7/2023 6/8/2023 2 11. . I LL informal Training 11 11/7/2023 11/8/2023 2 [Formal Training 5/7/2024 5/8/2024 2 7T -FF -F. Estimated project schedule. Subject tochange due toforce majeune,due tumaterial unavailability, or increased manufacturing lead times Exhibit I Self-insured Retention Bond Form Self-insured Retention Bond Bond Number: 800140450 KNOW ALL MEN BY THESE PRESENTS, that we, Corp ,& Main I.P, as Principal, and Atlantic SpecialLy Company, _lqri4 cp Insurance v, licensed to do business in the State of 1� a Citytic -C_ -, as Surety, are held and firmly bound unto � p undrcd Thqirsand and 00/100 Dollars ($500.0 of FL, as Obligee, in the penal sum of rive LL— _00-00), lawful money of the United States of America, forthe payment ofwhich sum, well and truly to be made, the Principal and Surety do bind themselves, their heirs, executors, administrators, and successors and assigns, jointly and severally, firmly by these presents, THE CONDITION OF THIS OBLIGATION IS SUCH, that whereas the above bounden Principal has entered into a certain written Contract with the above named Obligee, effective2day of 2 3, and more -0th a— -I-PAaa, QL a fully described in said Contract, a copy ofwhich is attached, which requires the Principal to carry General Liability insurance. WHEREAS, the above named Principal carries a $500,000 self-insured retention for its General Liability policy. NOW, THEREFORE. if Principal, its executors, administrators, successors and assigns shall promptly and faithfully perform the Contract, according tel the teens, stipulations or conditions thereof, then this obligation shall be -come mill and void, otherwise to remain in full force and effect. This bond is executed by the Surety and accepted by the Obligee subject to the following express conditions: The term of this Bond shall be for a period of one (1) year, beginning February 2. 2023 through fgDruary 2 202_4 and shall be automatically extended from year to year thereafter, without any amendment or other document or procedure, unless Surety gives Obligee written notice that it elects not to extend this Bond beyond the date specified in such notice, which date ,,hall be the initial anniversary or any subsequent anniversary of the original expiration date and shall be at least thirty (30) calendar days after the date Obligee receives such notice. 2. Regardless of the number of years the bond is in force, the liability of the Surety under this bond and all continuation certificates issued in connection therewith shall not be cumulative and shall in no event exceed the penal sum set forth in this bond or in any additions, riders, or endorsements properly issued by the Surety as supplements thereto. 3. In accordance with the terms of the underlying contract, this bond is payable if the Principal is unable or unwilling to meet its obligations under the General Liability policy during the duration of the contract. Scaled with our seals and dated this 21111 day of _Lebritary, _102 PRINCIPAL Core & Main LP Name Snmfia Diaz AnornFact SURETY Attorney-in-fact, Frances Rodriliaed Aklinna Noorhassan, Witness Francesca' i "a'zmi' qr'z�aWh s.s 4�1 I 111 a u" c LIMITED POWER OF ATTORNEY The undersigned, Core & Main LP, a Florida limited partnership (the "Company"), hereby designates Susan Welsh, Frances Rodriguez, Sara Owens, Ben Stahl, Sandra Diaz, Anne Potter, Francesca Kazinierezak, Elizabeth Sterling, Jennifer Jakaitis, Marisa Thielen and Wayne MoVaugh of Aon Corporation as its attorneys in fact (referred to individually or collectively as "the Agent") on the following terms and conditions: Authority to Act. The Agent is authorized to act for the Company under this Power of Attorney, 2. Powers of Atent. The Agent shall have the full power and authority to execute and deliver surety, performance, bid and payment bonds (collectively, "Bonds) in an amount not to exceed $10,000,000.00 per Bond, upon receipt by the Agent of a written request for a Bond from an individual or individuals at the Company or its subsidiaries duly authorized to make such a request. 3. Reliance bv Third Parties. Third parties may rely upon the representations of the Agent as to all matters regarding powers granted to the Agent. No person who acts in reliance on the representations of the Agent or the authority granted under this Power of Attorney shall incur any liability to the Company for permitting the Agent to exercise any power prior to actual knowledge that the Power of Attorney has been revoked or terminated by operation of law or otherwise. 4. Indemnification of Agent. No agent named or substituted in this power shall incur any liability to the Company for acting or refraining from acting under this power, except for such agent's own misconduct or negligence. 5. 0!jnal Counterparts. Photocopies of this signed Power of Attorney shall be treated as original counterparts. 6. CouiRtusation. The Agent shall be reimbursed for reasonable expenses incurred while acting as Agent and may receive reasonable compensation for acting as Agent. Signed in the presen'F of: Witness I Witness Dated: July 11, 2022 1<— Subscribed and sworn to before me ou`31 oPublic, [C56untyistatei r My commission expires: p& � - 2-0�r (SEAL) SARA J CAMPBELL Notary Public, Notary Sea] State of Missouri St. Louis County Commission # 13743547 My Commission Expires 08-22-2025 2 1 P a g e DItPower of ')Atornpy KNOW ALL MEN BY THESE PRI,',SFNTS, that ATLANTIC SPECIALTY INSURANCE COIIPANY,;) New Yolk Lurpoldlion, with its principal office 61 Plymouth, Nfinnesona, does hereby constitute and appoint: Debra A. Deming, Sandra Diaz, Cynthia Farrell, Anne Potter, Peter Healy, Susan A. Welsh, Frances Rodriguez, Akliiva Noorhassan, Francesca Kazinierczak, Jennifer Jakailis, Nancy Schnee, Kemal Plirkancivic, each individually if there be more than line named, its true and lawful Allorney-in-Fact, to make, execute, seal and deliver, Car and on its behalf assurety, any and all bonds, recognisances, contracts cif indemn'it'y, and all odier writings obligailary in the nature thereof; provided that no bond or undertaking ew'Ctled under this authority S11,111 exceed in Moonlit die SUIll of: unlimited and the ex(vittion (if ouch bonds, recogniianceg, contracts of indemnity, and all other %loning5 obligatory in the liabirt, thereof in pursuance of these presents, shall fie as binding upon said ( :omparly as if they had been fully signed by an authorised officer of die Company and sealed with the Company seal. This power of Attorney is made and executed by authority of flie following tesolutions adopted by the Board of Dbectots of ATLANTIC SPECIALTY INSUP-ANCE COMPANY on the twenty-fifth day of September, 2012; Resolved: That the President, any Senior Vive President or Vice-president (each an "Authorized ("Iffficei") may execute for and in behalf of the Company any and all hands, recognisances, contracts of indeounty, and all other writings obligatory in the nature thereof, and affix the seal of the f.".;ompany thereto; and that die Authorized Officer may app oltit and authorize :ut Anornev-in-Vat I to execute or, behalf of the Company any and all such instruments and to affix fill- Company seal thereto; and that the Authorized Officer may al any tante reinoveany such A"orrivy-in-Fact and revoke all power and authority ei%(.,n to ;my such Attorney -in - Fact. Resolved; That the Attorney -in -Fact may be given full power and authority to execute for and in the, name and on behalf of the Company any and all bonds, lecog"ItiLances, contracui of nideninity, and all offivi writi;Ig", obligatory in the 11,11tio, dicleof, and ally Such Instrument execu[M by any sit( It Anorrleyshrill be as bindink, upon the. Company as if signed and sealed by an Authorized Offirer and, further, the Attorney -in -Fan is herphy authorized to verify any affidavit required to be attached to bonds, recopnizances, contracts of indemnity, and nil other writings obligatory in tha nature thereof. -Phis flower of attorney is signed and scaled by facsimile tinder die authority of the following Resolution adoptedby the Board of Directors of AI LAN l'l(' SPECIAL1 Y INSURANCE CON413ANY on the twenty- if fill day of September, 2012: ' Resolved: That thesignalole of all Authorized OI "firer, the signature of the Sccretary or the Assistant Secretary, and the Company seat may he affixed 1) ' fa( 9llllilv ill any power of ationiev (it to any verfificale relating flivrvic) appointing an Anorovy-in-Fact for purposes only of executing and veiling any hond, urdertaking, recognizance or other written obligation in the nature thea ectf, and any such signature and neat N,licte so used, being hereby adopted by the Conilmay as the original signallueof Such officer mrd the ofiginal Sea] of the Company, to be valid and billdinglipoll the COfflpally With the 5,1111V foot! and effect as thMuil) manuatl1v affixed. IN WITNESS Wfil' 'RN' E01:, AT1.AIlC SPECIALTY INSURANCEY haat COMPANY- causod these presents to be signed by AL111106OI ZCd OfflCand die seal of the Company to he affixed thin, !,Varity -seventh day of April,2020. ....... . .......... -SEAL 1986 0 By 51'ATE OVfIINNL.SOTAW as, yah PdUI 1. Brehm, Senior Vico President HF. ,tNF'PIN COUNIY- On this twCnityseventh day of April, 2020, before [Ill. personally v t arne Paul 1, Brehm, Senior Vice President of A'I LANTIC SPECIALTY INSLUNNCE COMPANY, to nIc personally known to he the individual and officer described iiirind who executed die preceding instrument, and fit- acknowledged the esxctuioll of the solliv, and being by ille duly sworn, that, he is the said officer of the Company aforesaid, and that the seal affixed to ilia preceding in;a-unlent is the seal of said Company arld that the said seal aild the apilaiurvas such oHirrr was duty affixed and subscribed to die said instrument by the authority and at the direction of the Company. t�,tj=AUSONDWAN MASH -TROUT N07ARYPUBLIC -MINNESOTA �P, My Commission Expires 'p January 31 . 0 6 17 0 anuary 31, 2026 '.4 0 2 2 M Notary Public 1, the culdelsigned. S('(IVI,IIY of ATLAN VIC SPECIALTY INSURANCE I' . OMPANY, a New York Corporation, do hereby certify that the foregoing power of intorries, is in full force and has not been revoked, and fla, wSolutions set forth above are lif)A" in force. Signed and so,ilpfL C7atrtd 2nd _ day of_Februag_ _,,ZQ23 Ori flower of Attorney vxpir I lanuar,; 31, 202; SEAL 1986 'a Please dirv(f bond veriffiations to •:o Kara Barrow, Secretary 3 111 li ;_r c M taCi specialty solutionS Atlantic Specialty Insurance Company Period Ended 1=112021 Wats displayed in thowands Admitted Amu IrrWsiments: Preliefred Stocks Common Stocks Mortgage Lows Real Estate Contract LOWS Der!QbVes Cash, Cash Equivalents & Shorl Term Imiestments Other imiestments Total Cash & investments Premiums and Considerations Due Reinsurance Recoverable Receheble from Parent, Subsidiary or Affillates All Other Admitted Assets Total Admitted Assets State of Minnesota County of Hennepin 1, Kara Barrow, Secretary of Atlantic Specialty Insurance Company do hereby certify that the foregoing statement is a correct exhibit of the assets and liabilities of the said Company, on the 31St day of December, 2021, according to the best of my information, knowledge and belief. secretary Subscribed and sworn to, before me, a Notary Public of the State of Minnesota on this 141 day of March, 2022. 4 Md Notary Public KERRt RIECHERS Notaly mlnr4PUNIC My Commission Expires January 31, 2025 sota 4111 <i < c Liabilities and Surplus Liabilities $ 1,827,267 Loss Reserves S 1,012,842 - Lou Adjusimert Expense Reserves 307,403 907,728 Total Loss &LAE Reserves 1,320,246 Llnearned Premium Reserve 655,993 Total Reinsurance Uabilidies 24,180 - Commissions, Other Expenses, and Taxes due 63,766 174,241 Derivatives - 20,131 payable to Parent, Subs or Affiliates 2,929,367 All Other LiMittleS 442,340 288.964 Total Liabilities 2„506,625 24,105 56,353 Capital and Surplus 591690 Common Capital Stock 9,001 Proferred Capital Stock - 3,358,479 Surplus Notes - Unassigned Surplus 165,606 Other including Gross Contributed 677,347 Capital & Surplus 851,954 Total Liabilities and C&S 3,358,479 1, Kara Barrow, Secretary of Atlantic Specialty Insurance Company do hereby certify that the foregoing statement is a correct exhibit of the assets and liabilities of the said Company, on the 31St day of December, 2021, according to the best of my information, knowledge and belief. secretary Subscribed and sworn to, before me, a Notary Public of the State of Minnesota on this 141 day of March, 2022. 4 Md Notary Public KERRt RIECHERS Notaly mlnr4PUNIC My Commission Expires January 31, 2025 sota 4111 <i < c low A T A e TM 9-c--v-LA Document A312 - 2010 CONTRACTOR: �T''status "iusand addreys)&e=N- 590 Ferguson Drive Orlando, FL 32805 NYWI&II; (Natne, legal status and address) CITY Y OF SANFORD, FLORIDA 300 N. Park Avenue, Suite 243, 2nd Fl. Sanford, FL 32771 CONSTRUCTION CONTRACT Date: January 20, 2023 Bond No. 800140449 SURETY: (Name, legal status and principal place of business) ATLANTIC SPECIALTY INSURANCE COMPANY 60 9th 69 North Plymouth, 1N 55441 Anlount:Tan Million Eight Hundred Fifty One Thousand and 001100 Dollars . C ($10,851,000. 0) Description: (Name and location) City of Sanford AMI Project BOND Date: February 2, 2023 (Not earlier than Construction Contract Date) Ten Million Ei%ht Hundred Fifty One Thousand and 001100 Dollars Amount: ($10,851,000. 0) Modifications to this Bond: M None 0 See Section 16 CONTRACTOR AS PRINCIPAL SURETY Company: (CorporaroS!eal), Cornpaqv: (Corporate Seal) CORE & MAIN LP ATLANTIC SPECIALTY INSURANCE COMPANY Signahir44-. 'Z�77�� Signature: — �L Nam Sandra Diaz, Attomey-In-Fact 1W, Nam odrlguez, Attomey-In-F&f.7) and Title: and Title: (Any additional signatures appear on the last page of this Perjbrtnance Bond.) (ICOR INFORALITIONONLY - Name, address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: AON RISK SERVICES CENTRAL, INC. (Architect, Engineer or other part,},:) 100 North 18th Street Philade his, PA 19103 215-255-2000 AIA Document=2TM - 2010. The Anvtk*An Inslifule ofArchiteds. This document has important legal consequences. Consultation with an attorney is encouraged with respect to Us completion or modification. Any singular reference to Contractor, Surety, Owner or other party "I be considered plural where applicable. AIA Document A312-2010 combines two separate bonds, a Performance Bond and a Payment Bond, Into one form. This is not a single combined Performance and Payment Bond 5 P § I The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. § 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Section 3. § 3 If there is no Orwner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after 1 the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the O�vwr is requesting a conference among the Owner, Contractor and Surety to discuss the Contractor's perforrytance. If the Owner does not request a conference, die Surety may, within five (5) business days after receipt of the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Section 3. 1, shall be held within ten (10) business days of the Surety's receipt of the Owner's notice. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform The Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default, I the Owner declares a Contractor Default, terminates the Construction Contract and notifies the Surety; and the Owner his agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. § 4 Failure on the part of the Owmer to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. § 5 When the Owner has satisfied the conditions of Section 3, the Surety shall promptly and at the. Surety's c.xj)crLvc take one of the following actions: 5.1 Arrange for the Contractor, with the consent of die Owner.. to perform and complete the Construction Contract,' 5.2 Undertake to perforin and complete the Construction Contract itself, through its agents or independent contractors*, 5.3 Obtainbids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owners concurrence, to be secured with perfonmmce and payment bonds executed by a qualified surely equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default-, or § 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: .1 After investigation, determine the amount for which it may be liable to fix Owner and, as soon as practicable after the amount is determined, make payment to the Owner, or I Deny liability in whole or in part and notify the Owner, citing the reasons for denial. 6 If the Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of art additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce arty remedy available to the Owner. If the Surety proceeds as provided in Section 54, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. ALA Document A3121*1 — 2010. The Arnorloon Inuthdo of ArchNoos § 7 If the Surety elects to act tinder Section 5.1, 5.2 or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication, for .1 the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract; .2 additional legal, design professional and delay costs resulting from the Contractor's Default; and resulting from the actions or failure to act or the Study under Section 5; and .3 liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non-performance of the Contractor. 8 If the Surety elects to act under Section 5. 1.. 5.3 or 5.4, the Surety's liability is limited to the amount of this Bond. 9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of die Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors and assigns. § 1011c Surety hereby waives notice of any change, including changes of time. to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 11 Any proceeding, legal orequitable, under this Bond may, be instituted in any court of competent jurisdiction in the location in which the work- or part of the work- is located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations tinder this Bond, whichever occurs first. if the provisions of this Paragraph arc void or prohibited by law, the ininitnum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. § 13 When this Bond has been finmished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted hercTrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. S 14 Definitions § 14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf, of the Contractor under the Construction Contract. § 14.2 Construction Contract The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. § 14.3 Contractor Default. Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract. § 14.4 Owner Delault. Failure of the Owner, winch has not been renuifictl or waived, to pay the Contractor as required under the Construction Contract or to perfonn and complete or comply with the other material terms of the Construction Contract. § 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 15 If this Bond is issued for an agreement between a Contractor and subcoutnactor, the term Contractor in this Bond shall be deerned to be Subcontractor and the term Owner shall be deemed to be Contractor. AIA Document A3121" — 2010, The Arnotican Institute of ArchNects. 7 1 P § 16.Modifications to this bond are as follows: (Space is provided below for additional signatures ofadded parties, other than those appearing on the cover page) CONTRACTOR AS PRINCIPAL SURETY Company: (ClorlwaleSeal) Company: (Clotporate,%al) Signature: Name and Title: Address: AIA Document A312m —2010. The American Institute of Architects. Signature: Name and'ritIe: Address: Aftomey-in-Fact 811' t1 - — AIA Document A312 TM -2010 CONTRACTOR: (Armee, legal status and address) CORE & MAIN LP 590 FergusonOrlando, Drive Ode FL 32805 OWNER: (Name, legal status and address) CITY OF SANFORD, FLORIDA 300 N. Park Avenue, Suite 243, 2nd Fl. Sanford, FL 32771 CONSTRUCTION CONTRACT Date: January 20, 2023 Bond No. 800140449 SURETY: (Name, legal status and principal place of business, ATLANTIC SPECIALTY INSURANCE COMPANY 60'" 69 North Plymouth, 155441 AITIOunt: Ten Million Eight Hundred Fifty One Thousand and 001100 Dollars ($10,851,000.00) Description: (Name and location) City of Sanford AMI Project BOND Date: February 2, 2023 (Nlot earlier than Clonsh-ticlit w Contract Date) Ten Million Eight Hundred Fifty One Thousand and 00/100 Dollars Atuount: ($10,851,000.00) Modifications to this Bond: 91 None 0 See Section 18 CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Sea]) 'IQomjxiny: (Corporate Seal) CORE & MAIN LP ATLANTIC SPECIALTY INSURANCE COMPANY tr Signature: Signat, Name Sandra Diaz, Attomy-in-4 Nam --- 'Fra-n—ces Rodriguez, Attomey-in-l�adt and Title: and Title: (Any additional signatures qplwor (in the last page of this Pqvnent Bond) (FOR INFORkM TION OAT Y Brenna; address and telephone) AGENT or BROKER: OWNERS REPRESENTATIVE: AON RISK SERVICES CENTRAL, INC. (Architect, Engineer or other party: ) 100 North 118th Street Philadelphia, PA 19103 215-25ZOGO AIA DocumentA312TM - 2010. The American Institute of Architects. This document has Important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Any singular reference to Contractor, Surety, Owner or other party shall be Considered plural where applicable. AIA Document A312-2010 combines hvo separate bonds, a Performance Bond and a Payment Bond, into one form. This is not a single combined Performance and Payment Bond. § I The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terns. § 2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. § 3 If there is no Owner Default under the Construction Contract, the Surety `s obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or the Owners property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety. § 4 When the Owner has satisfied the conditions in Section 3, the Surety shall promptly and at the Surcq's expense defend, indemnify and hold harmless the Owner against a duly= tendered claim, demand, lien or suit, § 5 The Surety's obligations to a Claimant tinder this Bond shall arise after the following: § 5.1 Claimants, who do not have a direct contract with the Contractor, .1 have furnished a written notice of non-payment to die Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last fumished materials or equipment included in the Claim; and .2 have sent a Claim to the Surety (at the address described in Section 13). § 5.2 Claimants, who are employed by or have a direct contract with tk Contractor, have sent a Claim to the Surety (at the address described in Section 13). § 6 If a notice of non-payment required by Section S. I. I is given by the Owner to the Contractor, that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non-payment under Section 5.1.1. J 7 When a Claitnant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable, the Surety sliall promptly and at the Surety's expense take the following actions: § 7.1 Send an answer to tile Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim. stating the amounts that rue undisputed and the basis for challenging any amounts that are disputed-, and § 7.2 Pay or arrange for payment of any undisputed amounts. § 7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Chaim except as to undisputed amounts for which the Surety and Clairmint have reached agreement. If, however, the Surety fails to discharge its obligations tinder Section 7.1 or Section 7.2, the Surety shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and ovving to the Claimant. § 8 The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorneys fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. § 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contiact, and to satisfy claims. if any, under any construction performance bond. By the Contractor famishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond, subject to the Owner's priority to use the funds for die completion of the work. AIA Document A312TM —2010. Tho knedcanInstitute of Archkocis uu� § 10 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond. § 11 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 12 No suit or action shall be commenced by a Claimant under this Bond other bran in a court of competent jurisdiction in the state in which the project that is the subject of die Construction Contract is located or after the expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety pursuant to Section 5. 1.2 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of (1) or (2) first occurs. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received. § 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted hereftorn and provisions conforming to such statutory or other legal roquirenicut shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. % Definitions 16.1 Claim. A written statement by the Claimant including at a minimum: .1 the name of the Claimant, 2 the name of the person for whom the labor was done, or materials or equipment furnished; .3 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was fitruished for use in the performarroc of the. Constniction Contract; .4 a brief description of the labor, materials or equipment furnished; .5 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim; .7 the total amount of previous payments received by the Claimant-, and .8 the total amount due and unpaid to the Claimant for labor, materia-ils or equipment furnished as of the date of the Claim. § 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the performance of the Construction Contract. The term Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located. The intent of this Bond shall be to include without limitation in the terms "labor, materials or equipment" that pan of water, gas, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor. materials or equipment were furnished. § 163 Construdion Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreenicritaW the Contract Docurnents. AIA DocurnentA312T —2010. The American Institute of Archileds. § 16.4 Owner Default Failure of the Owner, which has not been remedied or waived. to pay the Contractor as required tinder the Construction Contract or to perform and complete or comply with tile other material terms of the Construction. Contract. § 16,5 Contract Documents. All the documents that conVfiw the agreement between the 0wner and Contractor. § 17 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor arid the term Owner shall be deemed to be Contractor. § 18 Modifications to this bond are as follows: (Space is provided below for additional signatures oadded parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (CorporafeSeal) Signature: Name and Title: Address: AIA Document A31210 — 2010. The Amedcan I nstOute of Atchkeds. Signature. Name and Title- , Attomey-In-Fact Address: 12 1 P a g c LffvffMD POWER OF ATTORNEY The undersigned, Core & Main LP, a Florida limited partnership (the "Company"), hereby designates Susan Welsh, Frances Rodriguez, Sara Owens, Ben Stahl, Sandra Diaz, Anne Potter, Francesca Kazmierczak, Elizabeth Sterling, Jennifer Jakaitis, Marisa Thielen and Wayne MeVaugh of Aon Corporation as its attorneys in fact (referred to individually or collectively as "the Agent") on the following terms and conditions: Authority to Act, The Agent is authorized to act for the Company under this Power of Attorney. 2. Powers of Agent. Tice Agent shall have the full power and authority to execute and deliver surety, performance, bid and payment bonds (collectively, "Bonds) in an amount not to exceed $10,000,000.00 per Bond, upon receipt by the Agent of a written request for a Bond from an individual or individuals at the Company or its subsidiaries duly authorized to make such a request. 3. ]Reliance e by Third Parties. Third parties may rely upon the representations of the Agent as to all matters regarding powers granted to the Agent. No person who acts in reliance on the representations of the Agent or the authority granted under this Power of Attorney shall incur any liability to the Company for permitting the Agent to exercise any power prior to actual knowledge that the Power of Attorney has been revoked or terminated by operation of law or otherwise. 4. Indemnification of Agent. No agent named or substituted in this power shall incur any liability to the Company for acting or refraining from acting under this power, except for such agent's own misconduct or negligence, S. Origival_ Counterparts. Photocopies of this signed Power of Attorney shall be treated as original counterparts. 6. Compensation. The Agent shall be reimbursed for reasonable expenses incurred while acting as Agent and may receive reasonable compensation for acting as Agent. Dated: July 11, 2022 Signed in the of,-. iWI I Subscribed and sworn to before me on Witness I 4NO* Public, [Ib6urtty/Ste] My commission expires: aA?> - 7- � Witness (SEAL) SARA J CAMPBELL Notary Public. Notary Seal State of Missouri St. Louis County Commission # 13743547 My Commission Expires 08-22-2025 1 I I I 13 1 Pa g c r. Power of Attorney KNOW ALL MEN BY'MESF PRESEN'T5, that ATLAN'I'lC SPECIALTY 1 NSURANCL COMPANY, a New Yolk (otporatiou with its principal office fit Plymouth, Minns -'Ota, does hereby constitute and appoint: Debra A. Deming, Sandra Diaz, Cynthia Farrell, Anne Potter, Peter Healy, Susan A. Welsh, France-,; Rodriguez, Aklirna Noorhassan. Francesca Kazmierc7Ak, Jennifer Jalcaitis, Nancy Schnee, Kemal Brkanovic, each individually if there be more into one named, its true and t,ovful Attorney -fn -Pact, to make, execute, seat and deliver, for and on its behalf as surety, any and all bonds, recisgirztrices, contracts of indemnity, and all other wrifings obligatory in the nature thereof; provided that no bond or undertaking executed under this authority shall exceed in amount die sum of: unlintiled and the execution of such bonds, rrcognizances, contracts of in&niniiy, and all other writings obligatory in the nature thereof fit pursuance of these presents, shall be as binding upon said Company as if they had been hilly sigrevd by an authorized officer of the Company and sealed with the Company seal. This Power of Attorney k miuli, and executed by dirlhoroy of the following resolutions adopted by the Board of Directors of A'ILNNYIC SPECIAL'I'Y INSWICA.NCE, COMPANY on the twenty-fifth day of September, 2012; Resolved: "I'liat the President, any Selli0l' Vice President or Vice-president (each an "Authorized OffiLei") may execute for and fit behatful the Comp,my any and all bonds, tectignizances, contracts of indemnity, and all other writings obligatory in the natene thejecif, and affix flit, sea] of the (",orripany theteto; and that die Authorized Officer may appoint and authorize an Attorney -fn -Fact to execute on behalf of the Company any and all such instrumento and to affix the Company seal thereto; and that the Authorised Officer may atany time remove any such Atronney-in-Fact and revoke all power and authority given to any such Attorney -in - Fact. Rosulved; That the Auorney-in-Fact may be given full puwer and authority to execute for and it the name and on behalf of the C0111p,illy ally and all bonds, rl°coguizarrrei, conriao% of Indemnity, and all ether writings obligatory fit the nature thereof, and any such instrument executed by any such Anortivy-in-Fact shall be as binding upon the Company as it signed and sealed by in Authorized Officer and, further, the Attorney in -Fant i, hereby authorized to verify any affidavit toclidred to be attached ill hond,;, recogitizances, conciacts of indemnify, and all arber writings cbligator,y in the rature. thereof. 'I'llis power cif allonley is signed JIM Sea ed by fdOinfik' Witter llit"Itithority of the following Resolution adopwd by (fit, Board of Diwoois of A1 I ANI'[(, SPECIAL I Y INSURANCE COMPANY on the h,�enty-flfth day of September. 2012: Resolved: That the signature of an Authorized Officer, the signiurof, of the Secretary or the Assistant Secretary, and the Company seal may he affixed by farsimill, to any power ofanornoy or to any corfificato relating thereto appoinfinp, an Attorney-irr4arr for P111"POsM only of executing and sealing any bond, undettoking, recognizance (it other written obligation in the nature thereof, and any such signatoreand m!fl whvre so uscii, being hereh.v adopied by the ( ompally as the original signatrac of such officer and die ongirol seal of the Company, in be valid and binding upon the Company with the same force and effect as thotigi) manually dffix.e(l IN WITNFSS WHEREOF, ATLAN I K: SPECIAL I Y INSt RANCE CONIPANY has caused these prownts fit be signed by all Aufliori.,ed CrIfiror and the: seal of iho C0111j)'Illy to lwaffixrd this day of April, 2020, C) - SEAL 11144a� SI'A'I'E OF NIINNESOTA'b 1P HENNEPIN COUN'lY Poul.1 Brehm, Senior Vitt, President On this twenty-seventh day of April, 21020.before tie PelSOually CanlC PaLlI.I. Brehm, below Vice President of A1'LAT,'IK.' SPLUALlY INSURANCE CUNIPANY, to mv personally known in he the individual and officer &.Wribed in and who executed the Preceding ilistillment, and he acknowledged the execution of the same, and hoing by riv, duly sworn, that he is the said officer of ate Company aforesaid, and that the ;(,,if affixed to the preceding histrument is the seal of said Company and that the Kfid seal and the signature as such officer woe; duly affixed and subscribed to the said klsu lon'.111 by the, authority and at the thea li'm of the Coulpally. A ALISON DWAN NASH-TROUT LI" 'W" ' ".T'O'T N RY PUBLIC -MINNESOTA OTARY PUBLIC - MINNESOT.A My C, C 1pir. My Commission Expires Mission ti January 11, 31',' 2025D i-by?1W.�vXW Notary Public 1.111i, rilldolqigned' secretary of ATI.AVM(- SPECIALTY INSURANCE COMPANY, a Nvw York Corporation, do hereby certify that the foregoing power ofavoi attorney Lin in full , �, force and has not bevq wVoWd"Jild dw lo,olutiolls set forth ahem' ate now ill force. Signed and scaled. f),,,d 2nd da, of Februlafy,_292-3 januar; 31, ItersE202 r ]_ 71�'Z', P 0 RA Z1 10S1EA 1986 t"v 'oV1 Please direct bond verifications to Llrtn Kara Barrow, Secretary 14 1 P specialty sokiltions Atlantic Specialty Insurance Company Period Ended 1213112021 Dollars t1s#ayed in thousands Admtftd Assets 1.1abliltles and Surplus lavesirnents: 1.1abilifts Bonds $ 1,827,267 Loss Reserves S 1,012,642 PreWred Stocks -Loss Adosirnant Expense Reserves 307,403 CommonStocks 907.728 Tots I Low & LAE Reserves 1,320,246 Mortgage Lows - Red Estate - Lkw*rned Premium Reserve 655,993 Contract LOOM - Total Reinsurance Liabirdles 24.180 Dwhettvas -Cortunlasions, Other Expenses, and Twces due 63,766 Cash, Cash Eq"lents & Short Term Investrnents 174,241 Derivatives Other Investments 20,131 payable to Parent, Subs or Affiliates Tots I Cash & Invesbn 9 nis 5'§M'S6Y All OVW Uabililies 442,340 Premiums and Considerations Due 298,964 Total Llabilities 2,506.525 Reinsurance Remerable 24,105 Receivable Own Parent, Subsidiary or Affiliates 56,353 Capital and Surplus All Other Admitted Assets 59,690 Common Capital Stock 9,001 Preferred Capital Stock - Total TotsI Ad mlttod Assets 3,358,479 Surplus Notes - Unassoied Surplus 165,606 Other Including Gross Contributed 677,347 Capital & Surplus 851,954 Total UabilMos and C&S 3.358,479 State of Minnesota County of Hennepin 1, Kara Barrow, Secretary of Atlantic Specialty Insurance Company do hereby certify that the foregoing statement is a correct exhibit of the assets and liabilities of the said Company, on the 31" day of December, 2021, according to the best of my information, knowledge and belief. )` aA' Secretary Subscribed and sworn to, before me, a Notary Public of the State of Minnesota on this 14' day of March, 2022. Notary Public KE R# FUEGHERS Notary eta, Public My Commission Expires January 31, 2025 nescia 6� On*Am E#% kmil 11. W Signature: Email: ryan.johnson@coreandmain.com Signature: Email: dwhatl@stenstrom.com Signature: Email: traci.houchin@sanfordfl.gov Signature: 9--1'— A'11166-"a�6- Email: jackie.burkhardt@coreandmain.com Signature: Email: art.woodruff@sanfordfl.gov