Vallejo City Council
July 23, 2024

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RDM-UM-00059-EN-05

INSTALLATION INSTRUCTIONS
To prepare for meter installation, follow these steps:

1. Close the meter's inlet-side valve.

2. Open a faucet and wait until water flow stops, to depressurize the system. Do not remove the meter until the flow stops.

3. Check valves and make necessary repairs to the curb (shut-off ) valve or inlet side valve if necessary.

4. Close the meter's outlet-side valve. Protect the floor below the meter against potential spills or leaks that could occur.

Protect the coupling area from debris, so that the new meter will not be damaged or contaminated.

5. To replace an existing meter, continue with Step 6. To install a new meter, skip to Step 8.

6. Loosen meter couplings or flange bolts and remove the meter and the old gaskets in the coupling nuts.

MPORTANTI
Replace the entire connection set when you replace the meter (or earlier, if necessary).

7. Clean the coupling nuts or flange ends, removing any pipe dope or dirt from the threads or flange ends.

8. Check the existing setting for proper alignment and spacing. Correct any misalignment and spacing in the setting.

9. Place the new connection gaskets inside the connection coupling nuts.

10. Install the meter in the pipeline in a horizontal position so that the flow arrow on the meter housing points in the same direction as water flow.
5/8 in. to 2 in. Threaded Ends

11. Start the coupling nuts at the threaded meter ends. Verify that the nuts are properly aligned to avoid cross-threading or damage to the meter ends. This is especially important for the engineered polymer meter.

An effective method for starting a coupling nut is:
a. Position the nut squarely against the meter's spud end. b. Turn the nut counterclockwise (in reverse) while holding the nut against the meter spud end. When the first threads on both the nut and the spud end coincide, you will hear a slight click and feel the nut move into the starting position.
c. Tighten the nut by hand until it is snug.
d. With an open-end wrench, apply a partial turn. Do not over tighten. For plastic swivel connections, a one-quarter turn is usually sufficient.
1-1/2 in. to 2 in. Elliptical Flange Ends

12. With meter and gaskets in place, tighten the flange connection bolts. Verify the nuts are properly aligned to avoid damage to the flanged ends.

PROTECT AGAINST LEAKAGE
Before turning on the service water, use care to protect against potential leakage.

1. Shut off the valves on both the inlet and outlet sides of the meter.

2. Open the curb (shutoff ) valve slowly to pressurize the service line to the meter.

3. Slowly open the meter's inlet-side valve to fill the meter.

4. Check for leaks around the meter and its connections.

5. Slowly open the meter's outlet-side valve to pressurize the consumer side of the system.

6. Open a faucet to allow entrapped air to escape.

7. Once water is flowing normally, turn off the faucet.

Installation Manual

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Recordall® Disc Series Meters, Cold Water Disc Meters, 5/8 in. to 2 in. www.badgermeter.com
Recordall is a registered trademark of Badger Meter Inc. Other trademarks appearing in this document are the property of their respective entities. Due to continuous research, product improvements and enhancements, Badger Meter reserves the right to change product or system specifications without notice, except to the extent an outstanding con- tractual obligation exists. © 2018 Badger Meter, Inc. All rights reserved.

Making Water Visible®
The Americas | Badger Meter | 4545 West Brown Deer Rd | PO Box 245036 | Milwaukee, WI 53224-9536 | 800-876-3837 | 414-355-0400 México | Badger Meter de las Americas, S.A. de C.V. | Pedro Luis Ogazón N°32 | Esq. Angelina N°24 | Colonia Guadalupe Inn | CP 01050 | México, DF | México | +52-55-5662-0882 Europe, Eastern Europe Branch Office (for Poland, Latvia, Lithuania, Estonia, Ukraine, Belarus) | Badger Meter Europe | ul. Korfantego 6 | 44-193 Knurów | Poland | +48-32-236-8787 Europe, Middle East and Africa | Badger Meter Europa GmbH | Nurtinger Str 76 | 72639 Neuffen | Germany | +49-7025-9208-0 Europe, Middle East Branch Office | Badger Meter Europe | PO Box 341442 | Dubai Silicon Oasis, Head Quarter Building, Wing C, Office #C209 | Dubai / UAE | +971-4-371 2503 Slovakia | Badger Meter Slovakia s.r.o. | Racianska 109/B | 831 02 Bratislava, Slovakia | +421-2-44 63 83 01 Asia Pacific | Badger Meter | 80 Marine Parade Rd | 21-06 Parkway Parade | Singapore 449269 | +65-63464836 China | Badger Meter | 7-1202 | 99 Hangzhong Road | Minhang District | Shanghai | China 201101 | +86-21-5763 5412 Switzerland | Badger Meter Swiss AG | Mittelholzerstrasse 8 | 3006 Bern | Switzerland | +41-31-932 01 11 Legacy Document Number: RD-I-01 307
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Exhibit F
Consultant and Professional Services Agreement

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CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT

This Consultant and Professional Services Agreement ("A greement") is made at Vallejo, California, dated for reference this 9th day of May, 2023, by and between the C ity of Vallejo , a municipal corporation ("City"), and Badger Meter, Inc., a Wisconsin corporation (“Consultant”), who agree as follows:

1. Services. Subject to the terms and conditions set forth in this A greement, Consultant shall provide the City professional services as set forth in the Schedule of Values (the “SOV”), which is attached as Exhibit C to that certain Master Contract for AMI Turnkey Project Goods and Services by and between the City and Consultant (the “Master Contract”). Additional details regarding the professional services provided can be found in the Statement of Work, which is attached as Exhibit K to the Master Contract. For the purposes of identifying the professional services provided under this Agreement, the “Type” category in the SOV shall be referenced.

2. Payment. City shall pay Consultant in the manner set forth in Section 14.2 of the SOW and in the amounts set forth in the SOV. The payments specified in the SOV for professional services shall be the only payments to be made t o Consultant for professional services rendered pursuant to this A greement. All invoices are due Net 30 from the date of invoice. The City shall not be responsible for any payment to the Consultant for any additional services or expenses not specifically included in this Agreement, except upon execution of an amendment to this Agreement in writing by both parties.

3. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.

4. Indemnification. Consultant shall indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents , volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney ’s fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Consultant’s operations, or any subcontractor’s operations, to be performed under this agreement for Consultant’s or subcontractor’s tort negligence including active or passive, or strict negligence, including but not limited to personal injury including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons and/or damage to property of anyone, including loss of use thereof, caused or alleged to be caused by any act or omission of Consultant, or any subcontractor, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by the law, regardless to any limitation by insurance, with the exception of the active gross negligence or willful misconduct of the City.

The provisions of this section shall survive the expiration or termination of this 309
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Agreement.

5. Insurance Requirements. Consultant agrees to comply with all of the Insurance Requirements set forth in the General Provisions, which is attached as Exhibit H to the Master Contract. Failure to maintain required insurance at all times shall constitute a default and material breach.

6. Accident Reports. Consultant shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses, and telephone numbers of any known witnesses, (c) the date, time, and description of the accident or other occurrence.

7. Conflict of Interest. Consultant warrants and represents that, to the best of its knowledge, there exists no actual or potential conflict between Consultant’s business, real property or financial interests and the services to be provided under this Agreement. Consultant shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Consultant’s business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Consultant shall disclose such conflict in writing to City. Every individual who performs services on behalf of Consultant pursuant to this Agreement must file a full Statement of Economic Interests (also known as Form 700) with the City Clerk if the work of the individual involves making a governmental decision whether to issue, deny, suspend, or revoke any permit, license, appl ication, certificate, approval, order, or similar authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specifications for a contract; adopts or approves for the City any policy, standard or guideline; lobbies on behalf of the City, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code.

8. Independent Contractor . Consultant is an independent contractor .

Neither Consultant nor any of Consultant’s officers, employees, agents, or subcontractors, if any, is an employee of C ity by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Consultant only insofar as the results of Consultant’s services rendered pursuant to this A greement; however, C ity shall not have the right to control the means by which Consultant accomplishes services pursuant to this Agreement.

9. Licenses, Permits, Etc. Consultant represents and warrants to C ity that all consultant services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this 310
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Agreement and that Consultant has all the permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this A greement any licenses, permits, and approvals which are legally required for Consultant to practice its profession.

10. Business License. Consultant, and its subcontractors, has obtained or agrees to apply prior to performing any services under this Agreement to City’s Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement. The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Consultant until such business license(s) has been obtained.

11. Standard of Performance. Consultant shall provide products and perform all services required pursuant to this A greement in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by a member of Consultant’s profession currently practicing in California.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation applicable federal, state, and local laws and regulations, and all other contingencies or considerations.

Consultant’s responsibilities under this section shall not be delegated. Consultant shall be responsible to City for acts, errors, or omissions of Consultant’s subcontractors.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work and shall prepare plans, reports, and/or other work products in such a way that additional costs will not be incurred beyond a project budget approved or amended by the City Manager or his or her designee.

Whenever the SOW requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Consultant is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Consultant.

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12. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, verified supply chain disruptions, pandemics or epidemics, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

In the event that the Consultant is unable to meet the completion date or schedule of services, Consultant shall immediately inform the City Representative of this in writing. If additional time is required to perform the work , the City Representative may adjust the schedule.

13. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

14. Personnel. Consultant agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement.

The payment made to Consultant pursuant to this Agreement shall be the full and complete compensation to which Consultant and Consultant’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Consultant nor Consultant’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Consultant. The City shall not be required to pay any workers' compensation insurance on behalf of Consultant.

Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

15. Consultant Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Consultant shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

16. Term. The term of this Agreement shall commence on May 9, 2023 and shall continue in full force and effect until the completion of the Work by the Consultant, as such is defined in the Master Contract.

City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of six (6) months, by written notice to Consultant. The total duration of 312
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this Agreement, including the exercise of any options under this section, shall not exceed five (5) years.

If the term of this Agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo.

If funds to effect such continued payment are not appropriated, Consultant agrees to terminate any serv ices supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

17. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Consultant.

Upon receipt of a notice of termination, Consultant shall perform no further work except as specified in the notice. Before the date of termi nation, Consultant shall deliver to City all City records and documents, all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.

The City shall pay Consultant for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Consultant for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Consultant for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section. This Agreement may be terminated by the City pursuant to, and in accordance with, Section 8 of the Master Contract.

18. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Consultant in the performance of Consultant’s services hereunder.

19. Assignment and Subcontracting. Consultant shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance. Any attempted or purporte d assignment of any right, duty or obligation under this Agreement without said consent shall be void and of no effect.

Consultant shall be responsible for paying its subcontractor in accordance with the General Provisions.

The City is an intended beneficiary of any work performed by Consultant’s 313
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subcontractor for purposes of establishing a duty of care between the subcontractor and City.

Any subcontractor or assignee consented to by City shall be bound by all terms and conditions of this agreement and the same shall be incorporated into and made a part of any assignment or subcontractor agreement.

20. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

21. Non-Discrimination/Fair Employment Practices.

(a) Consultant shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal treatment with respect to compensation, terms, conditions or other privileges of employment, without regard to his race, religious creed, color, sex, national origin, ancestry, or disability, medical condition, age, marital status or sexual orientation.

Consultant warrants and represents it is an equal opportunity employer and agrees it shall not discriminate on the basis of race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.

In all solicitations either by competitive bidding or negotiations made by Consultant for work to be performed under any subcontract, including procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultant’s obligation under this Agreement relative to nondiscrimination and fair employment practices.

Consultant shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.

(b) Consultant agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

22. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United 314
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States Post Office, registered or certified mail, postage prepaid, addressed to:

If to City:

Beth Schoenberger, Water Director
City of Vallejo Water Department
202 Fleming Hill Road
Vallejo, CA 94589

If to Consultant:

Badger Meter, Inc
4545 W. Brown Deer Rd.

Milwaukee, WI 53223
ATTN: Legal Department

Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications in accordance with the SOW.

23. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.

24. Severability Clause. Should any provision of this A greement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

25. Law Governing. This Agreement shall in all respects be governed by the law of the State of California
without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the Stat e of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

26. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

27. Ambiguity. The parties acknowledge that this is a negotiated agreement , that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof.

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28. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

29. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

30. Compliance with Laws. Consultant will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.

31. Confidentiality of City Information. During the performance of services under this Agreement, Consultant may gain access to and use City i nformation regarding, but not limited to, procedures, policies, training, operational practices, and other vital information (hereafter collectively referred to as "City Information") which are valuable, special and unique assets of the City. Consultant agrees that it will not use any information obtained as a consequence of the performance of services under this Agreement for any purpose other than fulfillment of Consultant’s scope of work , to protect all City Information and treat it as strictly confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party, other than its own employees, agents or subcontractors who have a need f or the City I nformation for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

Consultant shall treat all records and work product prepared or maintained by Consultant in the performance of this Agreement as confidential.

32. A violation by Consultant of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.

Consultant’s obligations under this section shall survive the completion of services, expiration or termination of this Agreement. Notwithstanding anything else to the contrary contained in this Agreement, the Company hereby acknowledges and expressly agrees, that the City is subject to the public records statutes of the State of California and is required, upon request, to disclose information, unless such information is protected from disclosure. To the extent the Company provides the City with information that is confidential under California law, the City will maintain the confidentiality of that information and not disclose the same, unless authorized by the Company or a court of law.

33. News and Information Release. Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.

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34. C ity Representative. The C ity Representative specified below, or the representative's designee, shall administer this Agreement for the City.

Janae Chadwick, Water Finance Manager
City of Vallejo Water Department
202 Fleming Hill Rd.

Vallejo, CA 94589
(707) 648-4345

The Consultant’s Representative for this Agreement is:

Gavin Dowdy
Senior Project Manager
Badger Meter, Inc.
4545 W. Brown Deer Road
P.O. Box 245036
Milwaukee, Wisconsin 53223
(P) 414.371.5835

All routine administrative communications between the parties will be between the above named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Consultant Representative and City’s Representative.

35. Counterparts. The parties may execute this A greement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

36. Facsimile Signature ; Electronic Signature . This Agreement shall be binding upon the receipt of facsimile signatures or e-mailed by PDF or otherwise.

Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other part y pursuant to the notice provision of this Agreement . The failure to send an original shall not affect the binding nature of this Agreement.

37. A uthority. The person signing this Agreement for Consultant hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Consultant.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

BADGER METER, INC., a Wisconsin
corporation

By:

Kimberly K. Stoll, VP-Sales

DATE:

(City Seal)

CITY OF VALLEJO, CALIFORNIA
a municipal corporation

By:

Mike Malone
City Manager

DATE:

ATTEST:

By:

Dawn Abrahamson
City Clerk

APPROVED AS TO FORM:

Veronica A.F. Nebb
City Attorney

APPROVED AS TO INSURANCE:

Armand Sarkis
Risk Manager

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7/5/2023

Exhibit G
BEACON SAAS Managed Solution Master Agreement

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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 1 of 24

This BEACON AMA MANAGED SOLUTION MASTER AGREEMENT (“Agreement”) is entered into as of the day of , 2022 (the “Effective Date”) by and between Badger Meter, Inc. , a Wisconsin corporation with offices located at 4545 W. Brown Deer Road, Milwaukee, Wisconsin 53223 (“Badger Meter”) , and City of Vallejo, with offices located at 555 Santa Clara Street, Vallejo, CA 94590, (“Customer”).
(1) SERVICE. Badger Meter and its cellular service aggregator and data-hosting service providers (“Suppliers”) have developed a hosted, on-demand, web-based service website (“Portal”) accessible to its customers to provide metering and water usage service information, communicated through a cellular network, for its customers (“Service”), and documentation to assist customers in using the Portal and the Service (“Documentation”).
(2) RIGHT TO ACCESS AND USE THE PORTAL AND SERVICE. In consideration of the payment of the Service Fees as set forth in Section (5), Badger Meter grants to Customer, its employees and contractors that Customer approves as users of the Service (“Authorized User”) and Customer’s approved end-user water customers (“Authorized Consumer”) the right to remotely access and use the Service from the Portal (as currently configured) for Customer’s internal business use and for the benefit of its Authorized Consumers in accordance with this Agreement. Any rights and obligations in this Agreement relative to Customer and its Authorized Consumers will only be in effect when Customer affirmatively enables the EyeOnWater mobile application Service.
(3) OWNERSHIP OF PORTAL AND SERVICE.
(a) Badger Meter Service. Badger Meter owns all rights, title and interest in the Portal, Service and Documentation, including all associated intellectual property rights. Neither Customer, nor its Authorized Users or Authorized Consumers will obtain any rights, title or interest in the Portal, Service, or Documentation or any associated intellectual property rights, other than the right to access and use the Portal, Service and Documentation, subject to the terms of this Agreement.

(b) Suggestions. If Customer provides Badger Meter any suggested improvements (“Suggestions”) to the Portal, Service or Documentation, Customer agrees that Badger Meter will own all rights, title and interest i
n and to the Suggestions, even if Customer has designated the Suggestions as confidential.

Badger Meter will be entitled to use the Suggestions without restriction. By entering into this Agreement, Customer irrevocably assigns, conveys and transfers to Badger Meter all right, title and interest in and to the Suggestions.


 TERM. The term of this Agreement begins on the Effective Date and continues for a ten (10) year term unless earlier terminated in accordance with Section (16) of the Agreement (the “Term”). This Agreement will automatically renew for one, ten- (10-) year term upon expiration of the Term unless either Party provides ninety (90) days’ written notice of intent to terminate. Both parties agree to negotiate the service unit pricing before the automatic renewal occurs.
(5) FEES.
(a) Service Fees. In consideration for the right to access and use the Portal, Service and Documentation, Customer agrees to pay Badger Meter certain fees (“Service Fees”) to obtain enterprise- wide access to the Portal, Service and Documentation, authorizing all of its Authorized Users and Authorized Consumers to use the Portal and Service and Documentation in accordance with the terms of 320
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 2 of 24

this Agreement, pursuant to the pricing set forth in Exhibit 1 - Fees. (b) Taxes and Surcharges. Customer will be responsible to pay any sales, use, value added or excise taxes or surcharges resulting from use of the Portal, Service and Documentation by Customer, its Authorized Users or Authorized Consumers, excluding taxes due on Badger Meter’s income. Customer will not be responsible for payment of taxes or surcharges resulting from its use of the cellular service included as part of the Service, as those charges are included in the Service Fees. (c) Updated Schedule of Fees. At least ninety (90) days prior to the expiration date of the Term (“Anniversary Date”), Badger Meter will provide Customer with an updated Schedule of Fees for the Service for the upcoming contract term.
(6) RESTRICTIONS ON RIGHT TO USE. Customer agrees that Customer, its Authorized Users and Authorized Consumers will not us e or permit or assist another to use the Portal, Service or Documentation in violation of this Agreement and will not:
(a) Sell, license, resell, sublicense, or otherwise permit any third parties other than Authorized Users or Authorized Consumers to access or use the Portal, Service, or Documentation. (b) Remove patent, copyright, trademark or other intellectual property markings from the Portal, Service or Documentation.
(c) Modify, alter, tamper with, repair or otherwise create derivatives from the Portal, Service or Documentation.
(d) Copy, reverse engineer, disassemble or decompile the Portal, Service or Documentation or apply any other process or procedure to derive the source code from any software included in the Portal or Service. (e) Use the Portal or Service in a manner that violates any applicable international, federal, state or local laws, rules or regulations
(f) Assert or authorize, assist or encourage any third party to ass ert against Badger Meter, its affiliates, customers, vendors, business partners, Servicers or licensors any intellectual property infringement Claim regarding the Portal, Service or Documentation.
(g) Transmit content or messages that are illegal, fraudulent, threatening, abusive, defamatory, or obscene. (h) Make any unauthorized connection to Badger Meter’s information technology architecture (“Network”)
(i) Communicate any unsolicited commercial, voice, SMS, or other message. (j) Upload or transmit any “virus,” “worm,” or malicious code or ac cess, alter, or interfere with the communications of and/or information about another customer. (k) Take actions that could cause damage to or adversely affect Badger Meter, the Service, Portal, Suppliers, Network or the property or reputation of Badger Meter or its Suppliers.

Customer and Badger Meter agree to make good faith efforts to minimize abuse or fraudulent use of the Portal and Service, to promptly report to each other any such abuse or fraudulent use of which they become aware, and to fully cooperate in any investigation or prosecution initiated by Badger Meter, its Suppliers or Customer related to abuse or fraudulent use of the Portal and Service. (7) CUSTOMER SUPPORT. Badger Meter will provide Customer the support services described in Exhibit 2 - Service Level Agreement.

321
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 3 of 24

(8) CUSTOMER DATA.
(a) Customer Data Defined. Customer, its Authorized Users and Authorized Consumers may provide Badger Meter and its Suppliers certain, customer billing information, personally identifiable information or other content (“Customer Data”). Customer Data is further defined as all meter register, interval and alarm data that is connected through the Service and stored in the Portal. (b) Ownership. The Parties agree that the Customer Data is and shall remain the sole and exclusive property of Customer and/or its licensors or Authorized Consumers, including but not limited to any intellectual rights in the Customer Data.
(c) Use of Customer Data by Badger Meter. Customer, its Authori zed Users and Authorized Consumers consent to Badger Meter and its Suppliers’ right to host, access, store, copy and use the Customer Data as reasonably necessary to provide, maintain, repair and enhance the Portal, Service and Documentation. Badger Meter may disclose certain Customer Data only to provide the Service to Customer, its Authorized Users and Authorized Consumers or to comply with the law or request of a governmental or regulatory body (including subpoenas or court orders as described in Section 9.) (d) Customer Responsibilities. Customer is solely responsible for the development, content, operation and maintenance of the Customer Data, including but not limited to the technical operation of the Customer Data, and ensuring that calls made to the Service from Customer’s network are compatible with then-current API’s for the Service. Customer endeavors to use i ts best efforts to ensure that Customer, its Authorized Users and Authorized Consumers comply with the Badger Meter Terms of Use Policy, the Badger Meter Privacy Policy or any other policies referenced in this Agreement and the law. (9) CONFIDENTIALITY.
(a) Confidential Information Defined. For purposes of this Agreement, Confidential Information means all nonpublic information disclosed by one party to the other that is designated as confidential or that given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential, including but not limited to: (a) nonpublic information related to Badger Meter or its affiliates, Suppliers, business partners, technology, customers, business plans, intellectual property, promotional and marketing activities, finances and other business affairs; (b) third party information Badger Meter is obligated to keep confidential; (c) the content and existence of any discussions or negotiations between the parties; (d) Badger Meter’s intellectual property used in providing the Portal, Service or Documentation; (e) Customer Data; and (f) Traffic Data, as defined below.

(b) Protection of Confidential Information. To the extent permitted by law, the parties agree to hold the other party’s Confidential Information in strict confidence and will not copy, reproduce, give, sell, assign, license, market, transfer or otherwise dispose of the Confidential Information of the other party to any third parties or use the Confidential Information for any purposes whatsoever other than as contemplated by this Agreement. T he Parties will take commercially reasonable steps to avoid disclosure, dissemination or unauthorized access to or use of the Confidential Information during the Term and for a period of five (5) years after the end of the Term, except that Confidential Information which is designated as a trade secret which shall continue to be subject to these confidentiality obligations in perpetuity. Customer agrees it will not misrepre sent or embellish the relationship between the Parties (including by expressing or implying that Badger Meter supports, sponsors, endorses or contributes to Customer or its business endeavors)
or express or imply any relationship or affiliation
between Badger Meter and Customer or any other person or entity except as expressly permitted by this Agreement.
322
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 4 of 24

(c) Traffic Information. All de-identified data (generally, aggregated system data stripped of personal identifiable information “PII”) generated or collected by Badger Meter through operation of the Portal and Service is referred to as the “Traffic Data.” All Traffic Data shall be t he Confidential Information of and owned exclusively by Badger Meter.
(d) Third Party Requests for Confidential Information. Neither party may disclose the other party’s Confidential Information except to a Supplier subject to the restrictions in this Agreement or an Authorized User or Authorized Consumer except as otherwise required by law. If a party receives a request for access to the other party’s Confidential Information from a third party, the receiving party agrees to inform the disclosing party in writing within three (3) business days of receipt of the request unless prohibited by law. (e) Exclusions from Confidential Information. Confidential Information of a party shall not include information which: (i) is in or becomes part of the public domain through no fault of the receiving party; (ii) the receiving party can prove was known to it prior to its receipt from the disclosing party without reference to the Confidential Information; (iii) is independently developed by the receiving party outside of this Agreement without use of the disclosing party’s Confidential Information; or (iv) is obtained by the receiving party from a third party which had no obligation of confidentiality to the disclosing party. (f) California Public Records Act. Notwithstanding anything to the contrary set forth in this section (10), Customer is a California Charter City and is subject to the California Public Records Act as set forth in Chapter 3.5 of Division 7 of Title 1 of the California Government Code (CPRA). All records in the possession of Customer are deemed public records pursuant to the CPRA and are presumptively discloseable unless subject to the exceptions set forth in the CPRA and elsewhere. Any disclosure made by Customer, including the disclosure of Confidential Information, required to made under the CPRA shall not be a breach of this section (10). However, Customer shall, upon receiving a CPRA request from a member of the public that includes Confidential Information, provide at least 10-days’ notice of the request to Badger Meter during which time Badger Meter may, in its discretion, seek an injunction to prevent disclosure of the information. If no such injunction is issued within the 10-day period, Customer may disclose all requested non-exempt information including any Confidential Information. (10) CUSTOMER’S REPRESENTATIONS AND WARRANTIES. Customer represents and warrants to Badger Meter that:
(a) Authority. Customer has the right and authority to enter into this Agreement and to meet its financial and legal obligations under this Agreement.
(b) Ownership. Customer, its licensors or its Authorized Consumers, own all rights, title and interest in and to the Customer Data. Custom er has all rights in the Custom er Data necessary to grant the rights to Badger Meter contemplated under this Agreement.
(c) Compliance with Badger Meter Policies. None of the Customer Data or the use of the Customer Data, the Portal or Service by Customer, its Authorized Users or its Authorized Consumers will violate Badger Meter’s BEACON Terms of Use https://beaconama.net/termsofuse.html or Privacy Policy https://beaconama.net/privacy/privacy.html.

If the information contained in these links contradicts this Agreement, the terms of this Agreement govern to the extent permitted by law.
(d) Compliance with the Law. Customer will not access or use the Portal, Service or Documentation in any manner that violates any applicable international, feder al, state or local laws and/or regulations, including but not limited to all applicable data protection, in tellectual property and privacy laws and 323
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 5 of 24

Customer will utilize its best efforts to ensure that Authorize d Users and Authorized Consumers do not a c c e s s o r u s e t h e P o r t a l , S e r v ice or Documentation in any manne r that violates any applicable international, federal, state or local laws and/or regulations, including but not limited to all applicable data protection, intellectual property and privacy laws
(11) REPRESENTATIONS AND WARRANTIES OF BADGER METER.
(a) Authority. Badger Meter represents and warrants to Customer that it has the right and authority to enter into this Agreement and to perform its obligations under this Agreement. (b) Service Warranty. Badger Meter represents and warrants to Customer that the Portal and Service will be provided pursuant to Exhibit 2 – Service Level Agreement. In providing the Portal and Service, Badger Meter will maintain sufficient data storage capacity to satisfy the technical requirements and required storage capacity to host the Portal and Service, in its reasonable discretion. If after investigation per section 4 of Exhibit 2, it is determined that Customer intentionally or negligently allowed unauthorized users to access the Portal, Service or Documentation, this express limited warranty will immediately become null and void until such unauthorized use is discontinued.
(c) Remedy for Breach of the Express Limited Warranty. If the Portal, Ser vice or Documentation fail to meet the terms of the express limited warranty set forth in Section 11(b), Customer is required to notify Badger Meter promptly as defined in Exhibit 2 – Service Level Agreement. Customer’s exclusive remedy for a breach of the express limited warranty is a Service credit to be calculated in accordance with Exhibit 2 – Service Level Agreement.
(d) DISCLAIMER OF IMPLIED WARRANTIES. EXCEPT FOR THE EXPRESS LIMITE D WARRANTY SET FORTH IN SECTION 11(b), BADGER METER MAKES NO OTHER

EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO THE PORTAL, SERVICE OR DOCUMENTATION. BADGER METER EXPRESSLY DISCLAIMS ANY

OTHER EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE PORTAL,

SERVICE OR DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED

WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A

PARTICULAR PURPOSE, QUIET ENJOYMENT, OR IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, INDUSTRY PRACTICE OR USAGE OF TRADE.

BADGER METER EXPRESSLY DISCLAIMS THAT THE PORTAL AND SERVICE WILL BE

UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND

EXPRESSLY DISCLAIMS ANY WARRANTIES AS TO THE RELIABILITY, QUALITY,

SECURITY, CONDITION, DESIGN, SUITABILITY, INTER-OPERABILITY, AVAILABILITY,

COMPLETENESS OF THE PORTAL OR SERVICE OR THAT ANY DATA, INCLUDING THE CUSTOMER DATA, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. (e) ESSENTIAL TERMS. THE ENFORCEABILITY OF THIS SECTION (11) IS ESSENTIAL TO BADGER METER’S WILLINGNESS TO ENTER INTO THIS AGREEMENT WITH CUSTOMER.
(12) LIMITATION OF LIABILITY
(a) DIRECT DAMAGES. IF ANY PARTY DEFAULTS IN ITS OBLIGATIONS UNDER THIS

AGREEMENT, THE NON-BREACHING PARTY WILL BE ENTITLED TO RECOVER FROM

THE BREACHING PARTY ONLY THE ACTUAL AND DIRECT DAMAGES THAT THE NON-BREACHING PARTY MAY INCUR AS A RESULT OF SUCH BREACH.

324
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 6 of 24

(b) CAP ON DAMAGES. NEITHER PARTY’S NOR ANY OF ITS RESPECTIVE AFFILIATES

ANNUAL LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE LESSER OF(A) THE

AMOUNTS THE CUSTOMER ACTUALLY PAYS BADGER METER UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIMDURING THE 1 2 MONTHS PRECEDING THE CLAIM, OR (B) US $250,000. NOTHING IN THIS SECTION 12 WILL LIMIT CUSTOMER’S OBLIGATION TO PAY BADGER METER FOR USE OF THE SERVICES PURSUANT TO SECTION 5.
(c) LIMITS ON DAMAGES. EXCEPT FOR PAYMENT OBLIGATIONS ARISING UNDER SECTIONS (13) AND (14) (INDEMNIFICATION), NEITHER PARTY NOR ANY OF ITS

RESPECTIVE AFFILIATES, SUPPLIERS OR LICENSORS WILL BE LIABLE TO THE

OTHER PARTY, AN AUTHORIZED USER, AUTHORIZED CONSUMER OR ANY THIRD

PARTY FOR ANY CLAIMS, DEMANDS, ACTIONS, LOSSES, DAMAGES, FINES, JUDGMENTS SETTLEMENTS, COSTS, EXPENSES, ATTORNEY’S FEES, AND COURT

COSTS OR ANY OTHER LIABILITIES OF ANY NATURE WHATSOEVER, INCLUD ING

BUT NOT LIMITED TO THE PORTAL, SERVICE, DOCUMENTATION, OR THE SUBJECT MATTER OF THIS AGREEMENT (“CLAIM”).

FURTHER, NEITHER PARTY NOR ANY OF EITHER PARTY’S RESPECTIVE AFFILIATES,

SUPPLIERS OR LICENSORS SHALL BE LIABLE TO THE OTHER PARTY, AN

AUTHORIZED CONSUMER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT,

INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES,

LOST REVENUE OR PROFITS OR DIMINUTION OF VALUE, OR OTHER ECONOMIC

ADVERSITY, CLAIMS RESULTING FROM LOSS OF CUSTOMER DATA, OR BREACH OF

CONFIDENTIALITY, ARISING OUT OF , OR RELATING TO, AND/OR IN CONNECTION

WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH

DAMAGES WERE FORESEEABLE, WHETHER OR NOT THE PARTY WAS ADVISED OF

THE POSSIBILITY OF SUCH DAMAGES, AND THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

NEITHER BADGER METER NOR ANY OF ITS AFFILIATES, SUPPLIERS OR LICENSORS

WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER’S INABILITY TO USE THE PORTAL OR SERVICE, INCLUDING AS A RESULT OF ANY: (i) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER’S USE OF OR ACCESS TO THE SERVICE ; OR (ii)

WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENT,

ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE

SERVICE FOR ANY REASON, INCLUDING BUT NOT LIMITED TO AS A RESULT OF A POWER OUTAGE, SYSTEM FAILURE OR OTHER INTERRUPTION; (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (C) ANY INVESTMENTS, EXPENDITURES

OR COMMITMENTS MADE BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER’S USE OF OR ACCESS TO THE SERVICE OR (D) ANY UNAUTHORIZED

ACCESS TO, ALTERATION OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF CUSTOMER’S DATA.
(13) CUSTOMER’S INDEMNIFICATION OBLIGATIONS.
(a) Generally. Customer agrees to defend, indemnify, and hold harmless Badger Meter as well as its parents, subsidiaries, affiliates, officers, employees, agents, licensors, Suppliers, representatives and customers and each of their respective employees, officers, directors, members and representatives (the 325
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 7 of 24

“Badger Meter Parties”), against any and all Claims made against the Badger Meter Parties by any third party arising out of or related to: (i) Customers, Author ized Users or Authorized Consumers access and use of the Portal, Service, or Documentation; (ii) the subject matter of this Agreement ; (iii) violation of applicable law by Customer or its Authorized Users; or (iv) a dispute between Customer and any Authorized User or Authorized Consumer.
(b) Procedure for Indemnification. Upon receipt of a Claim, Badger Meter will provide prompt written notice to Customer of the Claim for which the Badger Meter Parties seek indemnification. Badger Meter’s failure to promptly notify Customer will only affect Customer’s obligation to indemnify the Badger Meter Parties to the extent such failure causes actual prejudice to Customer’s ability to defend the Claim. The notice must include a description of the Claim with reasonable detail of the facts giving rise to the Claim. Upon receipt of notice of a Claim, Customer shall be obligated to assume and control the defense of such Claim at its own expense. The Badger Meter Parties may retain their own counsel to cooperate in defending the Claim, at their own expense. The Bad ger Meter Parties agree to cooperate with Customer in defending the Claim and in making available to Customer all witnesses, records, materials and information in their possession or control to assist in the defense of the Claim, as is reasonably requested by Customer. Customer may not settle or compromise any Claim or consent to the entry of any judgment unless Badger Meter provides prior written consent and the Badger Meter Parties are given an unconditional written release from Customer with respect to the Claim. In the event Customer fails to defend, indemnify, and hold the Badger Meter Parties harmless, after notice of a request for indemnification, the Badger Meter Parties shall be entitled to assume the defense and seek reimbursement from Customer for all losses with regard to the Claim and all attorneys’ fees and litigation costs expended by the Badger Meter Parties in defending the Claim.
(14) BADGER METER’S INDEMNIFICATION OBLIGATIONS.
(a) Generally. Subject to the limitations of liability provisions set forth in Section (12) of this Agreement, Badger Meter agrees to indemnify, defend and hold harmless Customer, and as applicable its officers, directors, members, board members, governing members, trustees, commissioners, elected and appointed officials, employees, agents, consultants and other representatives (“Customer Parties”) from and against any legal proceedings filed against the Customer Parties by a third party based upon the allegations that the Portal, Service or Documentation infringes or violates a third party’s pa tent, copyright or other intellectual property rights (“Intellectual Property Dispute”). (b) Mitigation. If the Portal, Service or Documentation becomes the subject of an Intellectual Property Dispute and is enjoined, Badger Meter will have the right to (i) procure for Customer the right to continue using the Portal and Service; (ii) modify the Portal and Service to avoid allegations of infringement, provided the modification does not materially change the functionality of the Portal and Service; (iii) replace the Portal and Service with an equally suitable, functionally equivalent, non-infringing Portal and Service; or (iv) immediately terminate this Agreement and provide Customer with a refund of any unused pre-paid portion of the Service Fees.
(c) Exclusions. Badger Meter assumes no liability for and Customer will not be entitled to receive indemnification from Badger Meter for any Intellectual Property Dispute which results directly and solely from (i) Customer’s failure to use the Portal or Service in conformity with the Documentation; (ii) Customer’s actions in combining the Service with any third party software, technology, hardware or data; or (iii) Customer’s violation of access granted in Section (2). (d) Procedure for Indemnification. Upon receipt of an Intellectual Property Dispute, Customer will provide prompt written notice to Badger Meter of the Intellectual Property Dispute for which the Customer Parties seek indemnification. Customer’s failure to pr omptly notify Badger Meter will only 326
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 8 of 24

affect Badger Meter’s obligation to indemnify the Customer Part ies to the extent such failure causes actual prejudice to Badger Meter’s ability to defend the Claim. The notice must incl ude a description of the Intellectual Property Dispute with reasonable detail of the facts giving rise to the Intellectual Property Dispute. Upon receipt of notice of a n Intellectual Property Dispute, Badger Meter shall be obligated to assume and control the defense of such Intellectual Property Dispute at its own expense. Customer may retain its own counsel to cooperate in defending the Intellectual Property Dispute, at its own expense.

Customer agrees to cooperate with Badger Meter in defending the Intellectual Property Dispute and in making available to Badger Meter all witnesses, records, materials and information in Customer’s possession or control to assist in the defense of the Intellectual Property Dispute as is reasonably requested by Badger Meter. Badger Meter may not settle or compromise any Intellectual Property Dispute or consent to the entry of any judgment unless Customer provides prior written consent and the Customer is given an unconditional written release from Badger Meter with respect to the Intellectual Property Dispute. In the event Badger Meter fails to defend, indemnify, and hold the Customer Parties harmless, after notice of a request for indemnification, Customer shall be entitled to assume the defense and seek reimbursement from Badger Meter for all losses with regard to the Intellectual Property Dispute and all attorneys’ fees and litigati on costs expended by Customer in defending the Intellectual Property Dispute. (15) TERMINATION.
(a) Termination for Convenience. Customer may terminate this Agreement for any reason by providing Badger Meter written notice of termination at least ninety (90) days in advance of the effective date of such termination. Badger Meter shall be entitled to receive just and equitable compensation for any services performed hereunder through the date of the termination. After receipt of a notice of termination for convenience, Badger Meter will exercise reasonable diligence to accomplish the cancellation or diversion of related services and settle all outstanding liabilities associated with the cancellation of such commitments.
(b) Termination for Cause. A party is in default under this Agreement if it materially bre aches or materially fails to perform its obligations under this Agreemen t, which includes a ny failure to make undisputed payments pursuant to Section (5) (“Event of Default”). (c) Opportunity to Cure. Upon the occurrence of an Event of Default, the non-defaulting party shall deliver a written notice describing the Event of Default (the “Cure Notice”) . If the receiving party has not cured the Event of Default within thirty (30) days after receipt of the Cure Notice, then the non- defaulting party shall have the right to terminate this Agreement, at its option, by delivering to the defaulting party a written notice of termination (the “ Termination Notice”). (d) Immediate Right to Terminate. Badger Meter shall have the right to immediately terminate th is Agreement: (i) in order to protect its Confidential Information, or its Intellectual Property Rights in the Portal or Service; (ii) in order to comply with applicable law (iii) if Customer makes any representation or warranty which is materially untrue as of the Effective Date or at any time during the Term; or (iv) upon an assignment for the benefit of creditors, if Customer suffers or permits the appointment of a receiver for its business or assets, or avails itself of, or becomes subject to, any proceeding under any statute relating to insolvency or for the protection of creditor rights or if a party becomes insolvent or technically bankrupt. (e) Termination. Upon delivery of the Termination Notice to Customer by Badger Meter: (i) Badger Meter may cease providing Services to Customer, its Authorized Users and Authorized Consumers; (ii) Customer, its Authorized Users and Authorized Consumers will have no further right to use the Portal, Service or Documentation, will immediately cease using the Portal, Service and Documentation, and will receive no further Service; (iii) Customer will deliver to Badger Meter any Confidential Information of Badger Meter’s in its possession or control, and
327
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 9 of 24

(iv) Badger Meter may cease gathering data from Customer’s endpoints, within a reasonable time, up to one hundred twenty (120) days after termination. Within a reaso nable time after termination, at Badger Meter’s discretion, Badger Meter will scrub the personally identifiable information from the Customer Data. Customer must immediatel y return, or at Badger Meter’s option, destroy all Documentation provided to Customer by Badger Meter. Custome r will remain liable for any Service Fees incurred prior to termination.
(f) Post – Termination Assistance. At either the expiration of the Term without renewal, or upon a default by Customer and subsequent termination, Badger Meter will provide post- termination data retrieval assistance to Customer for an additional fee, which shall be invoiced at the rate of $200/hour, with the number of hours required determined by the amount of data Customer wishes to extract from the Service. Any additional post-te rmination assistance from Badger Meter is subject to mutual agreement by the parties.
(g) Reinstatement Fee. If Customer desires to reinstate access to the Portal and Service after termination, a reinstatement fee of $7.50 per endpoint reinstated will apply. (16) SUSPENSION OF SERVICES.
(a) Nonpayment. Badger Meter may suspend the Service and access to the Portal and shall not be obligated to provide access to the Portal and Service to Customer, its Authorized Users or Authorized Consumers until all outstanding undisputed invoices for the Service have been paid in full, including any fees associated with suspension of the Service.
(b) Network Protection. Customer acknowledges that Ba dger Meter (and any of its Suppliers) may restrict, or suspend all or a portion of the Service or limit the Service as may be reasonably necessary to prevent or limit suspected fraud or any problem that materially and adversely affects the performance of the Service and/or is likely to do substantial damage to Badger Meter, Badger Meter’s customers or Suppliers. Some of the se actions may interrupt or prevent legitimate communications and usage. Such situations may arise: (a) if a device deployed on the Service is materially out of compliance with the technical requirements; (b) in case of actual or suspected fraudulent use; or (c) in case of disruptive or damaging operation.
(c) Notification. In the event that Badger Meter or one of its Suppliers restricts, suspends or cancels any
portion of the Service or limits the operation of the Service, Badger Meter shall use reasonable efforts to (i) promptly notify Customer in advance; (ii) provide reasonable information regarding its identification of the issue that resulted in the actions taken; and (iii) reinstate Service upon resolution of the issue as soon as practicable and in any case within a reasonable timeframe. (d) Immediate Suspension. Badger Meter may suspend Customer’s or an Authorized Users or Authorized Consumers right to access or use the Service immediately upon n otice to Customer if Badger Meter determines:
(i) Use of the Service poses a security risk to the Service, the Network or any third party, adversely impacts the Service, the Network or data of any other Badger Me ter customer, or subjects Badger Meter or any third party to liability or fraud.
(ii) Customer or one of its Authorized Users or Authorized Customers is in breach of this Agreement or Customer is delinquent on its payments for more than fifteen (15) days. (iii) Badger Meter ceases to operate in the ordinary course, has an assignment for the benefit of creditors or similar disposition of its assets or becomes the subject of any bankruptcy, reorganization, liquidation dissolution or similar proceeding. 328
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 10 of 24

(e) Reinstatement. Badger Meter will use commercia lly reasonable efforts to restore Customer’s rights to use and access those portions of the Service or accounts that gave rise to the suspension promptly after the problem giving rise to the suspension has been resolved. (f) Effect of Suspension. If Badger Meter suspends Customer’s right to access or use all or any portion of the Service or the Portal:
(i) Customer remains responsible for all Service Fees and undisputed charges incurred through the date of suspension.
(ii) Customer remains responsible for any applicable Service Fees and charges for any Services to which Customer has continued access.
(iii) Customer will not be entitled to any service credits under the Service Level Agreement for any period of suspension.
(iv) Badger Meter’s right to suspend the Services is in addition to Badger Meter’s right to terminate this Agreement.
(17) COMPLIANCE WITH REGULATIONS; DATA PRIVACY. Each party is responsible for complying with industry standards and such applicable laws and regulations, including, but not limited to, the generally accepted practices in the information technology service management industry for providing secure data handling and management, including meeting or exceeding Information Technology Infrastructure Library (ITIL) standards for logical and physical security and all requirements regarding the protection of data in its possession or under its control. A party will not be lia ble for any failure of the other party to comply with this requirement.
(18) DATA SECURITY AND RECOVERY.
(a) Data Security. In order to protect the Customer Data and prevent unauthorized access to or use of the Customer Data, Portal or Service, Badger Meter has implemented commercially reasonable internal procedures and systems designed to protect the privacy and security according to the requirements set forth in Exhibit 3 – BEACON AMA Managed Solution Security Policy (“Security Standards”), consistent with applicable international, federal, state and local laws. The purpose of the security policy is to identify reasonably foreseeable and internal risks to security and unauthorized access to Badger Meter’s Network and minimize security risks, including through risk assessment and regular testing. Badger Meter will designate one or more employees to coordinate and be accountable for the security program. (b) Protection of Customer Data. Badger Meter will implement reasonable and appropriate measures for the Badger Meter Network designed to help Customer secure the Customer Data against accidental or unlawful loss, access or disclosure in accordance with Badger Meter’s Security Standards. Badger Meter may modify its Security Standards from time to time but will continue to provide at least the same level of security as described in the Security Standards as of the Effective Date. The security and data privacy provisions in this Section contain Badger Meter, and its Suppliers entire obligation regarding the security, privacy and confidentiality of the Customer Data.
(c) Data Storage. Badger Meter will employ comme rcially reasonable storage (including backup, archive and redundant data storage) and commercially reasonable precautions to prevent the loss of or alteration of Customer Data, but does not guarantee against any such loss or alteration. Badger Meter will not serve as Customer’s official record keeper. Customer w ill maintain source documents of the Confidential Information (such as billing information) hosted by Badger Meter under this Agreement. 329
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 11 of 24

(d) Customer Responsibilities. Customer is responsible for properly configuring and using the Service and taking steps to maintain appropriate security, protection and backup of the Customer Data, including but not limited to the use of encryption technology to protect Customer Data from unauthorized access and will perform routine archiving of the Customer Data. Furthe r, Customer is responsible for regularly auditing its Authorized Users, and will enact internal procedures to remove Authorized Users from the Service if their job duties change and access is no longer appropriate, or if an Authorized User separates from Customer.
(e) Data Transmission Risks.
(i) Cellular Transmissions. Badger Me ter cellular endpoints conform to the AES256 encryption standards or the latest AES standard in effect. Customer acknow ledges that neither Badger Meter nor its Suppliers can guarantee the privacy or security of any cellular transmissions as part of the Service.

Customer acknowledges that cellular transmissions are capable of being intercepted by third parties without the knowledge or permission of Badger Meter or its Suppliers. Badger Meter and its Suppliers shall not be liable to Customer, the Authorized Users, the Authorized Consumers or any third party for interception or unauthorized use of any data transmitted through the cellular network, as part of the Service.
(ii) Internet Transmissions. Customer acknowledges that security of transmissions over the Internet cannot be guaranteed. Ba dger Meter is not responsible for: (i) Customer’s access to the Internet; (ii) interception, unauthorized use or interruptions of communications through the Internet; or (iii) changes or losses of data through the Internet, in each case other than to the extent caused solely by Badger Meter. In order to protect Customer Data, Badger Meter may suspend Customer, Customer’s Authorized Users or Authorized Consumers access to or use of the Badger Meter Portal or Service via the Internet immediately, without prior notice, pending an investigation of any potential security breach.
(f) Coverage Availability. The Service is provided using a wireless network. Actual signal availability in the Service Area will depend on the device used to access the Service as well as coverage for the applicable wireless network provided in specific geographic regions. Coverage m ay be refused, interrupted or limited by environmental factors such as signal strength, buildings, weather, geography, topography, or by factors affecting the Suppliers, such as usage concentration or by facilities changes, modifications, updates, relocations, repairs, maintenance or other similar activities necessary for the proper or improved operation of the Supplier’s facilities. Any such factors may result in dropped and blocked connections or slower data speeds. Neither Badger Meter nor any of its Suppliers will be responsible to Customer or any of Customer’s Authorized Users or Authorized Consumers for any such lapses in or obstructions to coverage. The Service Area is subject to change from time to time. S hould Badger Meter receive notice from its Supplier that such Supplier intends to discontinue its support for the Badger Meter Service in all or part of the Service Area, Badger Meter will provide Customer with as much advance notice as practicable under the circumstances.
(g) Password Protection. Customer, its Authorized Users and Authorized Consumers will be required to select and use certain user names, passwords or codes to access and use the Service and Portal.

Customer assumes sole responsibility for the selection, management and use of any codes or passwords as may be permitted or required for the access to and use of the Portal and Service by Customer, its Authorized Users and its Authorized Consumers. Customer agrees to maintain the privacy of usernames and passwords associated with the Badger Meter Portal and Service. Customer shall remain responsible for all activities that occur under Customer’s password or Internet account. Customer will immediately 330
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 12 of 24

notify Badger Meter of any unauthorized use of Customer’s password or Internet account or any other breach of security, and ensure that Customer exits from Customer’s Internet account at the end of each session. Badger Meter shall not be liable for any damages incurred by Customer or any third party arising from Customer’s failure to comply with this Section.
(h) Third Party Access. To the extent that Customer requests that Badger Meter provide any Customer Data to Authorized Users, Authorized Consumers or third parties or any non-U.S. location, Customer represents that it has acquired any consents or provided any notices required to transfer such content or information and that such transfer does not violate any applicable international, federal, state or local laws and/or regulations.
(i) Security Breach. If Badger Meter becomes aware of a security breach or that compromises the security, confidentiality or integrity of the Customer Data (“Breach”), Badger Meter will promptly notify Customer in writing and take appropriate actions to resolve the Breach. Badger Meter will reasonably cooperate with Customer to investigate the nature and scope of any Breach. In its initial notification to Customer, Badger Meter will provide Customer with: (i) a descri ption of the Breach; (ii) the estimated impact of the Breach on Customer’s Data; (iii) the name and contact information of the person at Badger Meter who will be primarily responsible for resolving the issues for Customer; and (iv) the investigation taken and the suggested corrective action. Badger Meter will provide commercially reasonable cooperation to Customer in investigating, assisting with notification of the Breach and taking corrective action as requested by Customer.
(j) Notification of Breach. In the event that applicable law requires notification to individuals of a Breach or if requested by Customer, Badger Meter will take additional mitigation steps for the benefit of Customer, including, but not limited to, providing reasonable assistance with drafting and sending of required notifications.
(19) CHANGES.
(a) Right to Make Changes. Badger Meter may from time to time make changes, without Customer’s approval, to the Terms of Use o r the Privacy policies, provided that such changes: (i) do not increase Customer’s total costs of accessing and using the Portal and Service during the Term of this Agreement ; (ii) do not require Customer to make any material changes to its systems, software, equipment, policies or procedures ; (iii) do not have a material adverse impact on the functionality, interoperability, performance, reliability, security or resource efficiency of the Portal and Service ; (iv) do not mater ially reduce the scope of the Portal and Service; and (v) are otherwise consistent with this Agreement. Badger Meter will publicize any changes by a notice given to Customer or by a prominent announcement on the Portal. Any such changes will not take effect until thirty (30) days after posting of notice on the Portal.

By continuing to use the Service after the effective date of the modification to a policy, Customer agrees to be bound by the modified policies. It is Customer’s responsibility to check the Badger Meter site regularly for modifications to the policies.
(b) Emergency Changes; System Improvement. Notwithstanding the foregoing, Badger Meter and its Suppliers may make temporary changes to the Portal and Service required by an emergency or threat to the security or integrity of the Portal or Service, to respond to Claims, litigation or loss of license rights related to third party intellectual property rights or to comply with the law or requests of a government entity, as well as take actions deemed reasonably necessary to protect or optimize the Service. Some of these actions may interrupt or prevent legitimate communications and usage, including, for example, use of message filtering/blocking software to prevent SPAM or viruses, limitations on throughput, and scheduled maintenance. Badger Meter will provide notice by sending a message to the email address then associated with Customer’s account and by posting it on Badger Meter’s Portal. Badger Meter will 331
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 13 of 24

provide Customer with: (i) at least thirty (30) days’ advance notice of planned maintenance by Badger Meter; and (ii) as much advance notice as reasonably possible of emergency changes or maintenance by Badger Meter or its Suppliers. Any actions resulting in permanent changes shall only be made in compliance with Section (19) (a).
(20) RIGHT TO SUBCONTRACT. Badger Meter may subcontract the performance of any of its cellular or web-services duties or obligations under this Agreement, and will use commercially reasonable efforts to subcontract only with subcontractors that have the requisite skills to perform any subcontracted obligations in accordance with the terms of this Agreement. (21) GENERAL.
(a) Binding Agreement. This Agreement is binding upon and will inure to the benefit of the parties and their respective successors and assigns.
(b) Affiliates. This Agreement covers only the employees and agents of Customer. If Customer wishes to have any entity that directly or indirectly controls, is controlled by or is in common control with Customer to access the Portal and use the Service, Customer’s Affiliate must execute a separate agreement with Badger Meter.
(c) Assignment. Either party may assign its rights and obligations under this Agreement with the express written consent of the other party, which consent will not be unreasonably withheld or delayed.

Any purported assignment or transfer in violation of this Section will be null and void. Notwithstanding the foregoing, Badger Meter may assign its rights and obligations under this Agreement without the consent of Customer: (i) upon a sale of a majority of its outstanding capital stock to an affiliate or third party; (ii) if it sells all or substantially all of its assets; (iii) in the event of a merger; or (iv) in the event of a similar change of control.
(d) No Waiver. The waiver or failure of either party to exercise any right or remedy provided under this Agreement will not be deemed a waiver of any further right or remedy. All waivers must be in writing to be effective.
(e) Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions of this Agreement will be interpreted to effectuate the intent of the original Agreement. If such construction is not possible, the invalid or unenforceable portion of the Agreement will be severed from this Agreement, and the remainder of the Agreement will remain in full force and effect. (f) Independent Contractors. The Parties agree that they ar e independent contractors and t hat neither party nor any of their respective affiliates, is an agent of th e other for any purpose or has the authority to bind the other.
(g) Savings Clause. The invalidity of any provision of this Agreement shall not affect the validity and binding effect of the remaining provisions.
(h) No Third Party Beneficiaries. Nothing express or implied in this Agreement shall confer any rights, remedies, obligations or liabilities whatsoever to third parties which are not signatories to this Agreement.
332
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 14 of 24

(i) Governing Law. To the extent permitted by law, the terms of this Agreement are governed by the laws of the State of Wisconsin, without reference to its conflict of laws principles. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. (j) No Claims Against or Liability of Badger Meter Suppliers. Customer acknowledges that the Service utilizes services that are furnished to Badger Meter and one or more Suppliers pursuant to agreements between Badger Meter and its Suppliers. Neither Customer nor any Authorized Users or Authorized Consumers has a contractual relationship with Badger Meter’s Suppliers and neither Customer nor its Authorized Users or Authorized Consumers is a third party beneficiary of or will have any claim against Badger Meter’s Suppliers in the event any such agreement expires or is terminated. Customer further acknowledges that the Suppliers disclaim all liability of any nature, whether legal or equitable, to Customer, its Authorized Users or Authorized Consumers, whether direct, indirect, incidental or consequential, arising out of the use of Badger Meter Portal or Service by Customer, its Authorized Users or Authorized Consumers, including any liability for personal injury or death, failure to be able to use the Service or otherwise. Customer agrees that neither it nor any A uthorized Users or Authorized Consumers shall have any Claim against the Supplier of any kind with respect thereto, whether arising out of breach of contract, warranty, negligence, and tort or otherwise. (k) Dispute Resolution.
(i) Initial Resolution Efforts. The parties shall act in good faith and use commercially reasonable efforts to promptly resolve any claim, dispute, controversy or disagreement (each a “Dispute”) between the parties or any of their respective subsidiaries, affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby.
(22) INJUNCTIVE RELIEF: Notwithstanding the provisions of Section 21, to the extent permitted by law, Badger Meter shall have the right to pursue injunctive, declaratory or other relief by the state and federal courts sitting in Milwaukee, Wisconsin and waive any objection that they would otherwise have to venue in such courts. (23) NOTICES. All notices shall be in writing and delivered to the other party by means of: (a) personal delivery set forth below; (b) courier (signature required upon delivery); (c) recognized overnight courier, at the following address; (d) fax with proof of delivery; or (e) via electronic mail with proof of delivery:

Notices sent by email will be effective when sent and notices posted on Badger Meter’s Portal will be effective upon posting. All notices must be provided in the English language.

If to Badger Meter:

Legal Department, Attn: Assistant General Counsel 4545 W.

Brown Deer Road
Milwaukee, WI 53223
If to Customer:

City of Vallejo
(24) SURVIVABILITY. Any provision of this Agreement which by its nature should survive termination or expiration of this Agreement shall survive its expiration or termination. (25) LIMITATION OF CLAIMS. No action arising under or in connection with this Agreement, regardless of the form, may be brought by Customer more than two (2) year after Customer becomes aware of or should reasonably have become aware of the occurrence of events giving rise to the Claim. 333
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 15 of 24

(26) FORCE MAJEURE. Neither party shall be liable to the other or any third party by reason of any failure or delay of its obligations under this Agreement where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, fires, storms, floods or other acts of nature, explosions, systemic electrical telecommunications or other utility failures, earthquakes, hurricanes, tornados, natural disasters, strikes, shortage of materials, work stoppage or other labor dispute, embargoes, riots, insurrections, acts of war or terrorism, or any action or restraint by court order or public or governmental authority (“Force Majeure Event”). The party subject to the Force Majeure Event agrees to use commercially reasonable efforts to minimize the impact of the Force Majeure Event on the other party. (27) AMENDMENT. This Agreement may only be amended by a written document signed by both parties.

Badger Meter will not be bound by and specifically objects to any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by Customer in any receipt, acceptance, confirmation, agreement, purchase order, correspondence or other documentation. If the terms of this Agreement are not cons istent with the terms contained in any policy, the terms contained in this Agreement will control, except that the Service Terms will control over this Agreement.
(28) ENTIRE AGREEMENT. This Agreement, including all applicable Exhibits and policies, constitutes the entire agreement between the parties with regard to its subject matter. This Agreement supersedes all prior or contemporaneous agreements, discussions, negotiations, undertakings, communications, representations or proposals, whether written or oral. (29) ORIGINALS, COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which together will be deemed to constitute one and the same document. This Agreement may be executed and delivered by facsimile signature or portable document format (.pdf) by electronic mail.

IN WITNESS WHEREOF, the authorized representatives of the parties hereby bind the parties to this BEACON AMA Managed Solution Master Agreement by signing below:

BADGER METER, INC CITY OF VALLEJO
Signature Signature
Printed Name Printed Name
Title Title
Date Date
334
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo

EXHIBIT
©2020 Badger Meter, Inc. Pa ge 16 of 24

FEES

1. Service Fees. Customer agrees to pay the following Service Fees, as consideration for the right to access and use the Portal, Service and Documentation during the Term, as well as applicable Taxes.

2. Invoicing. Badger Meter shall issue invoices to Customer for Service and S upport Fees on a monthly basis. Undisputed payments are due within thirty (30) days of the date of the invoice.

3. Interest and Costs. Customer agrees that it will be responsible to pay Badger Meter for any collection expenses incurred by Badger Meter, including interest at the highest interest rate permitted by law, and reasonable attorneys’ fees and court costs incurred by Badger M eter in enforcing its rights under this Agreement.

BEACON Monthly Endpoint Subscription Fee
Hourly Data, Once Daily Call-in: $0.89 per endpoint per month Invoicing for monthly endpoint subscription fee starts at time of endpoint activation or 6 months from date of shipment, whichever comes first. Invoicing for a monthly endpoint will cease if an endpoint is deactivated or destroyed.
335
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 17 of 24

EXHIBIT 2

SERVICE LEVEL AGREEMENT
This Service Level Agreement (“SLA”) will go into effect upon completion of Endpoint Provisioning, which is the point during meter installation when the endpoint is installed and verified to provide data to the BEACON AMA Managed Solution.

1. CUSTOMER SUPPORT.

Service Levels. Within one (1) hour after a request for Customer Support Services from Customer, Badger Meter will respond to such request in accordance with the procedures set forth below. Customer may re port the problem by phone, email or website provided by Badger Meter to Customer. Badger Meter will use commercially reasonabl e efforts to meet the response and resolution times set forth below:

Severity Level Response Time Resolution Time
Level 1 – Service is
unavailable
one (1) hour six (6) hours
Level 2 – certain
interruptions but
service is still available
twenty-four (24) hours twenty-four (24) hours
Level 3 – minor
intermittent
malfunction
twenty-four (24) hours three (3) days
Level 4 – suggestions for
new features or
enhancements to
BEACON Portal and
Service
twenty-four (24) hours Evaluated, scheduled and
prioritized for potential
inclusion in upcoming releases.
336
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 18 of 24

2. BEACON PORTAL AND SERVICE AVAILABILITY PROMISE.

Badger Meter will use commercially reasonable efforts to fulfill the following Service Promise:
x BEACON Portal and Service Availability of 99% within each calendar month, excluding any Emergency Downtime, Scheduled Downtime, any unavailability of the Portal and Service due to any Force Majeure Event and any unavailability of the Portal and Service less than fifteen (15) minutes in duration following written notice thereof.

Definitions
“Availability” is the monthly uptime percentage with normal functionality of the Portal and the Service, calculated as described below.
“Emergency Downtime” means any unavailability of the Portal or Service due to a temporary suspension by Badger Meter to perform maintenance to address any, urgent and unexpected issue with the Portal or Service. “Scheduled Downtime” means any unavailability of the Portal or Service due to scheduled maintenance.

Scheduled maintenance may occur between 10:00 p.m. on Saturday to 4:00 a.m. on Sunday (Pacific Time) every week. Badger Meter shall ha ve the right to change the scheduled maintenance times upon notice to Customer posted on the BEACON Portal.

CALCULATION of BEACON Portal and Service Availability:

Availability is measured by Badger Meter through standard monitoring software that tests the application availability at least every five (5) minutes and logs unavailability incidents (date and UTC time) for each monitored component.

Availability is calculated as the percentage of uptime in the applicable calendar month, excluding scheduled downtime:

Total Unavailability
ï
Total Minutes of Service Month – Total Minutes of Approved Downtime

Where:
“Total Unavailability Minutes” is the cumulative unavailability time in minutes in the applicable month where the Portal and Service are not available due to unplanned outages or from systematic errors on the part of Badger Meter,
“Total Minutes of Service Month” is the cumulative time in minutes in the month in question, calculated by taking the number of days in month x 24 hours/day x 60 minutes/hour, and “Total Minutes of Approved Downtime” is the cumulative time in minutes in the applicable month where the Supplier applications are not available due to scheduled downtime or other planned scheduled outages.

In order to be included within the Total Unavailability Minutes: (a) Customer shall no tify Badger Meter, in writing, via email(techsupport@ba dgermeter.com) of the unavailability of the Portal or the Service; (b) such unavailability shall be greater than fifteen (15) minutes in duration following Badger Meter’s receipt of such 337
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 19 of 24

notice; and (c) Customer shall notify Badger Meter, in writing, via email within twenty-four (24) hours of such unavailability that it should be included within the Total Unavailability Minutes unless such unavailability is due to any Emergency Downtime, Scheduled Downtime, or any unavailability of the Services due to any Force Majeure Event.

Service Credits
If Badger Meter fails to meet the BEACON Portal and Service Availability Promise, the following Service Credits will be calculated as follows:

Service Credit = Endpoint Service Units Consumed in the Month * (1 - Availability) rounded to the next whole number
For example;

Service Credit will be added to Customer’s account in the form of pre-paid Service Units for the same endpoint type(s).

3. MONTHLY BILLING DATA SERVICE PROMISE.

Badger Meter will use commercially reasonable efforts to fulfill the following Service Promise:
x The BEACON AMA Managed Solution will successfully provide Monthly Billing Data for at least

98.5% of provisioned accounts at the time of billing request to the BEACON AMA Managed Solution.

Definitions
“Managed Solution” is a system that consists of a network deployment using fixed network and/or cellular endpoints, where Badger Meter maintains the responsibility for managing the reading hardware and software for system operation over the Term of the Agreement.

“Provisioned Accounts” are accounts with cellular or fixed network endpoints that are discovered by the network, fully able to communicate with the network, and completely entered correctly in the BEACON AMA Managed Solution.

“Monthly Billing Data” is a valid meter reading obtained within three (3) days of the billing as performed through the BEACON AMA Managed Solution to provisioned accounts.

CALCULATION of Monthly Billing Data Service Promise for Provisioned Accounts:

Availability Service Cre
dit (Service Units per 1,000
Service Units consumed in the month)
95% 50
90% 100
80% 200
70% 300
60% 400
50% 500
338
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 20 of 24

Monthly Billing Data success rate is calculated by the count of accounts in the billing cycle with meter read data within three (3) days (“Count of Billing Reads”) divided by the number of active and Provisioned Accounts in the billing cycle (“Count of Total Billing Cycle”).

Count of Billing Reads

Count of Total Billing Cycle
Where:

“Count of Billing Reads” is the total number of accounts in the billing file with valid data that a billing quality reading is supplied for managed solution endpoints.

“Count of Total Billing Cycle” is the total number of accounts with valid data in the billing file being processed for managed solution endpoints.

If Customer suspects that the Monthly Billing Data Service Promise has not been met for a particular Billing Cycle, (a) Customer shall notify Badger Meter, in writing, with in twenty-four (24) hours of the occurrence, via email ([email protected]) of the Count of Billing Reads and Count of Total Billing Cycle of managed solution endpoints; (b) the specific time and date when the billing read file was generated.

Service Credits
If Badger Meter fails to meet the Monthly Billing Data Service Promise, Service Credits will be calculated as follows:

Service Credit = Managed Solution Endpoint Service Units Consumed in the Month * (1 - Monthly Billing Data Success Rate) rounded to the next whole number
For example;

Service Credit will be added to Customer’s account in the form of pre-paid Service Units for the same endpoint type(s).

Monthly Billing Data Success Rate Service Credit (Service Units per 1,000 Service Units consumed in the month)
95% 50
90% 100
80% 200
70% 300
60% 400
50% 500
339
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 21 of 24

4. MISCELLANEOUS.

Exclusions
The BEACON Portal and Service Availability Promise and Monthly Billing Data Service Promise do not apply to any of the following performance issues, in addition to other exclusions herein:
(i) Resulting from any actions or inactions of Customer, its Authorized Users or Authorized Consumers in accordance with the restrictions and requirements of this Agreement; (ii) Resulting from Customer or its suppliers equipment, software, or other technology and/or Customer’s third party equipment, software, or other technology outside of Badger Meter’s control; (iii) Caused by failures, including, but not limited to, internet con nectivity, port availability, firewall configuration, or cellular networks at Customer’s location; (iv) Resulting from Customer’s breach of any term or condition under the Agreement; (v) Caused by unexpected or unintentional RF interference or signal obstruction caused by sources not present or not in use during endpoint installation; (vi) Caused by intentional RF interference or signal obstruction not present during endpoint installation, caused by third parties;
(vii) Caused by Customer, an Authorized User’s or an Authorized Consumer’s misuse or abuse of the Portal or Service;
(viii) During an event triggering a disaster recovery and for a twenty-four (24) hour period after the resumption of the Service following such an event to allow for the system to return to normal operating ranges; (ix) Arising from Badger Meter’s suspension or termination of Customer’s right to use the BEACON Managed Solution in accordance with the Agreement;
(x) Arising from failure of Customer to follow Badger Meter’s publi shed installation, operation and maintenance instructions and Clarifications from Badger Meter’s Preliminary Network Design; (xi) When outdoor temperatures either exceed or are below the endpoi nt operating temperature range as described in the applicable product data sheet.
(xii) Accounts read using manual, touch read, handheld and mobile technology are not included as part of the Monthly Billing Data Service Pro mise, as these reading technolo gies are outside of Badger Meter’s control.

In the event Badger Meter does not meet a Service Promise hereunder, Badger Meter will conduct a commercially reasonable root cause analysis of the Service promise failure. If Badger Meter’s analysis is inconclusive, or if Badger Meter concludes that circumstances outside of Badger Meter’s control caused the Service promise failure, or if Badger Meter concludes that a failure falls under any other exclusions described hereunde
r, Customer will not be entitled to a Service Credit. I f Badger Meter’s analysis is conclusive and that circumstances within Badger Meter’s control caused the Service failure, Customer will be eligible to receive a Service Credit as described above.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SLA, THE SERVICE CREDITS SPECIFIED IN THIS SLA WILL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BADGER METER’S FAILURE TO MEET THE SERVICE PROMISE SPECIFIED IN THIS SLA.
340
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 22 of 24

Badger Meter will report Service Promises and applicable Service Credits upon request and upon a commercially reasonable frequency. Following each report, upon Customer request, the parties will discuss such performance and the extent to which any Service Credits either are appropriate or should be modified due to circumstances not captured by the reporting methodology.

Upon agreement concerning the Service Credits due, such Service Credits will be applied against Badger Meter’s charges in the months following the month in which the credits were incurred. .
341
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 23 of 24

EXHIBIT 3

BEACON AMA MANAGED SOLUTION SECURITY POLICY

1. BEACON AMA Portal and Service Information Security Program. Badger Meter maintains an information security program (including the adoption and enforcement of internal policies and procedures) designed to (a) support the BEACON AMA Managed Solution, (b) identify reasonably foreseeable and internal risks to the BEACON Portal and Service security and unauthorized access to the Badger Meter Network, and (c) minimize security risks. The BEACON Portal and Servi ce information security program includes the following measures:

1.1 Network Security. The Badger Meter Network is electronically accessible to employees, and contractors necessary to provide the Portal and Service. Badger Meter maintains access controls and policies to manage what access is allowed to the Badger Meter Network from each network connection and user, including the use of firewalls or functionally equivalent technology and authentication controls. Badger Meter maintains corrective action and incident response plans to respond to potential security threats.

1.2 Physical Security.

1.2.1 Physical Access Controls. Physical components of the Badger Meter Network are housed in nondescript facilities (the “Facilities”). Physical barrier cont rols are used to prevent unauthorized entrance to the Facilities both at the perimeter and at building access points.

Passage through the physical barriers at the Facilities requires either electronic access control validation (e.g., card access systems, etc.) or validation by human security personnel (e.g., contract or in-house security guard service, receptionist, etc.). Employees and contractors are assigned photo-ID badges that must be worn while the employees and contractors are at any of the Facilities.

Visitors are required to sign in with designated personnel, must show appropriate identification, and are assigned a visitor ID badge that must be worn while the visitor is at any of the Facilities, and are continually escorted by authorized employees or contractors while visiting the Facilities.

1.2.2 Limited Employee and Contractor Access. Badger Meter provides access to the Facilities to those employees and contractors who have a legitimate business need for such access privileges. When an employee or contractor no longer has a busi ness need for access privileges, the access privileges are promptly revoked, even if the employee or contractor continues to be an employee of Badger Meter or its affiliates.

1.2.3 Physical Security Protections. All major access points (other than main entry doors) are maintained in a secured (locked) state. A ccess points to the Facilities are monitored by video surveillance cameras designed to record all individuals accessing the Facilities. All physical access to the Facilities by employees and contractors is logged and routinely audited.

1.2.4 Pre-Employment Screening. Badger Meter conducts criminal background checks, as permitted by applicable law, as part of pre-employment screening practices for 342
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Pa ge 24 of 24

employees commensurate with the employee’s position and level of access to the Facilities.

Badger Meter will not permit an employee to have access to the non-public Customer Data or perform material aspects of the Service if such employee has failed to pass such background check.

2. Continued Evaluation. Badger Meter will conduct periodic reviews of the security of its Badger Meter Network and adequacy of its information security program as measured against industry security standards and its policies and procedures. Badger Meter will co ntinually evaluate the security of its Badger Meter Network and associated Service to determine whether additional or different security measures are required to respond to new security risks or findings generated by the periodic reviews.

3. Customer Responsibilities. System security is a shared responsibility between Badger Meter and Customer. Customer shall assign a systems service administrator to be responsible for establishing access and usage policies. Customer sh all develop commercially reasonable policies and procedures to insure physical security, establishing account access approvals and procedures, conduct regular reviews of access rights, and provide security awareness training for staff using the Service. The admin istrator shall also be responsible for policies and procedures related to Authorized Consumers access to their individual data resident on the Network.

24549447_7.DOCX 032016
343
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Exhibit H
General Provisions

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GENERAL

PROVISIONS
**The Parties (as defined below) acknowledge the provisions in this General Provisions are generally more applicable to a construction project and are not necessarily applicable to a water meter supply and installation project based on reasonable industry -standards for water meter/AMI projects. As such, the Parties hereby agree and acknowledge that each provision contained herein is only made to the extent applicable to the project and as contemplated by the Master Contract (as defined below) between the Parties, or as otherwise agreed to in writing by the Parties as an amendment to the Master Contract.**

DEFINITIONS AND TERMS

1-1.01.1.1 GENERAL
Unless the context otherwise requires, wherever in the Specifications and other Contract Documents the following abbreviations and terms, or pronouns in place of them, are used, the intent and meaning shall be interpreted as provided in this Section One.

Working titles having a masculine gender, such as "workman" and "journeyman" and the pronoun "he,” are utilized in the Specifications for the sake of brevity and are intended to refer to persons of either gender.

1-1.02 (BLANK)

1-1.02A (BLANK)

1-1.03 ACCEPTANCE
The formal written acceptance by the Vallejo City Council of an entire contract which has been completed in all respects in accordance with the plans and Specifications and any modifications thereof previously authorized in writing.

1-1.04 (BLANK)

1-1.05 BASE
A layer of specified material of planned thickness placed immediately below the pavement or surfacing.

1-1.06 ( BLANK)

1-1.07 BIDDER
Any individual, firm, partnership, corporation, or combination thereof, submitting a proposal for the work contemplated, acting directly or through a duly authorized representative.

1-1.08 ( BLANK)

1-1.085 CONDUIT
A pipe or tube in which sm aller pipes, tubes or electrical conductors are inserted or are to be inserted.

1-1.09 CONTRACT
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The written agreement covering the performance of the work and the furnishing of labor, materials, tools and equipment in the construction of the work. The Contract shall include all the “Contract Documents” as defined within the Master Contract.

All documents comprising the Contract may also be referred to as the “Contract Documents.”

1-1.10 CONTRACTOR
The person or persons, firm, partnership, corporation, or combination thereof, private, or municipal, who have entered into a Contract with the City of Vallejo, as party or parties of the second part or their legal representatives.

1-1.11 ( BLANK)

1-1.12 DAYS
Unless otherwise designated, days as used in the Contract Documents will be understood to mean calendar days.

1-1.13 DEPARTMENT
The City of Vallejo Water Department.

1-1.14 DETOUR
A temporary route for traffic around a closed portion of a road.

1-1.15 DIRECTOR
The City of Vallejo Water Department Director, or his/her authorized representative.

1-1.16 ( BLANK)

1-1.17 ( BLANK)

1-1.18 Engineer
The City of Vallejo, Water Department, Water Director, acting either directly or through properly authorized agents, the agents acting within the scope of the duties delegated to them.

1-1.19 ENGINEER'S ESTIMATE
The list of estimated quantities of work to be performed as contained in the "Proposal Form."

1-1.20 (BLANK)

1-1.21 (BLANK)

1-1.22 ( BLANK)

1-1.23 GRADING PLANE
The surface of the basement material upon which the lowest layer of subbase, base, pavement, surfacing or another specified layer is placed.

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1-1.24 HIGHWAY
The whole right of way or area which is reserved for and secured for use in constructing the roadway and its appurtenances.

1-1.25 LABORATORY
Any testing laboratory identified as such by City of Vallejo.

1-1.255 LEGAL HOLIDAYS
Those days designated as City observed holidays specifically:

a) New Year's Day, b) Martin Luther King, Jr. Day, c) President’s Day, d) Memorial Day, e) Independence Day, f) Labor Day, g) Columbus Day, h) Veterans' Day, i) Thanksgiving Day, j) Day after Thanksgiving, k) Christmas Day

1-1.26 LIQUIDATED DAMAGES
The amount prescribed in the Contract Documents, to be paid to the City of Vallejo or to be deducted from any payments due or to become due the Contractor for each day's delay in completing the whole or any specified portion of the work beyond the time allowed in the Contract Documents.

1-1.265 (BLANK)

1-1.27 MEDIAN
That portion of a divided highway separating the traveled ways for traffic in opposite directions including inside shoulders.

1-1.275 (BLANK)

1-1.28 P AVEMENT
The uppermost layer of material placed on the traveled way or shoulders. This term is used interchangeably with surfacing.

1-1.29 PLANS
The official project plans, or reproductions thereof, which show the details of the work to be performed as reflected in the SOW.

1-1.30 (BLANK)

1-1.31 PROPOSAL
The offer of the Bidder for the work when made out and submitted on the prescribed proposal form, properly signed and guaranteed.

1-1.32 PROPOSAL FORM
The approved form upon which the City of Vallejo requires formal bids be prepared and submitted for the work.

1-1.33 (BLANK)

1-1.34 ROADBED
The roadbed is that area between the intersection of the upper surface of the roadway 347
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and the side slopes or curb lines. The roadbed rises in elevation as each increment or layer of subbase, base, surfacing, or pavement is placed. Where the medians are so wide as to include areas of undisturbed land, a divided highway is considered as including 2 separate roadbeds.

1-1.35 ROADWAY
That portion of the highway included between the outside lines of sidewalks, or curbs, slopes, ditches, channels, waterways, and including all the appertaining structures, and other features necessary to proper drainage and protection.

1-1.36 SHOULDERS
The portion of the roadway contiguous with the traveled way for accommodation of stopped vehicles, for emergency use, and for lateral support of base and surface courses.

1-1.37 (Blank)

1-1.38 SPECIFICATIONS
The directions, provisions and requirements contained in the General Provisions, Wage and Equipment Rate and Technical Specifications section as supplemented by the Standard Specifications, City of Vallejo Standard Specifications and Standard Drawings.

Whenever the term "these Specifications" or "these Standard Specifications" is used in this Contract, it means the provisions set forth in this Contract. “Specifications” or “Standard Specifications” also means the State of California, Department of Transportation, Standard Specifications, 2018 edition, Sections 10 through 96 only.

1-1.39 STATE
The State of California.

1-1.40 (BLANK)

1-1.41 SUBBASE
A layer of specified material of planned thickness between a base and the basement material.

1-1.42 SUBGRADE
That portion of the roadbed on which pavement, surfacing, base, subbase, or a layer of any other material is placed.

1-1.43 (BLANK)

1-1.44 (BLANK)

1-1.45 SURFACING
The uppermost layer of material placed on the traveled way, or shoulders. This term is used interchangeably with pavement.

1-1.46 (BLANK)

1-1.47 (BLANK)
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1-1.48 WORK
All the work specified, indicated, shown, contemplated or inferable from the SOW to construct the improvement, including all alterations, amendments or extensions thereto made by Contract change order.

1-1.49 OWNER
The City of Vallejo, Water Department, acting either directly or through properly authorized agents, the agents acting within the scope of the duties delegated to them.

1-1.50 PARTIES
The Contractor, Badger Meter, Inc., and the City of Vallejo.

1-1.51 MASTER CONTRACT
The Master Contract for AMI Turnkey Project Goods and Services dated February XX, 2023 by and between the Parties.

1-1.52 SOW
The Statement of Work/Project Plan, an exhibit to the Consultant and Professional Services Agreement within the Contract Documents, which outlines the totality of the Work to be undertaken by the Contractor.

AWARD AND EXECUTION OF CONTRACT

2-1.01 BONDS
Within ten (10) days of Contractor's receipt of Contract from City of Vallejo, the Contractor shall furnish corporate surety bonds to the benefit of the City of Vallejo, issued by a surety company acceptable to the City of Vallejo and authorized and admitted doing business in the State of California, as follows:

A. Faithful Performance Bond -- In a sum not less than one hundred percent (100%) of the total contract price as set forth in the Contract to guarantee the Contractor's faithful performance of all covenants and stipulations of the Contract. The bond shall contain a provision that the surety thereon waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

B. Payment (Labo
r and Materials) Bond -- In a sum not less than one hundred percent (100%) of the total contract price as set forth in the Contract to guarantee the payment of wage, and bills contracted for materials, supplies, or equipment used in the performance of the Contract. The bond shall be in accordance with the provisions of Sections 3225, 3226, and 3247 to 3252, inclusive, of the Civil Code of the State of California, and Section 13020 of the Unemployment Insurance Code of the State of California. Said bond shall also contain a provision that the surety thereon waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

Faithful Performance Bond and Payment Bond shall be on the forms provided by City of Vallejo.
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The surety companies shall familiarize themselves with all provisions and conditions of the Contract. It is understood and agreed that the surety or sureties waive the right of special notification of any modifications or alterations, omissions or reductions, extra or additional work, extensions of time, or any other act or acts by the City of Vallejo or its authorized agents under the terms of the Contract; and failure to so notify the surety companies of such changes shall in no way relieve the surety or sureties of their obligations under this Contract. The surety expressly waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

2-1.02 EXECUTION OF CONTRACT
The Contract shall be signed by the successful bidder and returned, together with the Contract bonds, within 10 calendar days after the bidder has received the Contract for execution.

SCOPE OF WORK

3-1.01 INTENT OF PLANS AND SPECIFICATIONS
All work and materials shall be in full accordance with the latest adopted standards and regulations of the State Fire Marshal; the California Building Code; Title 24 of the California Code of Regulations; the California Electrical Code; the California Plumbing Code; Americans with Disabilities Act; and all other applicable codes, laws, rules, or regulations. Nothing in these Contract Documents is to be construed to permit work not conforming to these requirements. When the work detailed in the Contract Documents differs from governing codes, it is understood and agreed that the Contract sum is based upon the more costly or expensive standard.

The SOW details th
e construction and completion of the Work which the Contractor undertakes to perform in accordance with the terms of the Contract, and the Work performed under the Contract results in a complete operating system in satisfactory working condition with respect to the functional purposes of the installation, and no extra compensation will be allowed for anything omitted but implied. The prices paid for the various items in the proposal shall include full compensation for furnishing all labor, materials, tools, equipment, overhead, profit, incidentals, and doing all work necessary to complete the finished product as provided in the Contract Documents.

Where the SOW describes portions of the work in general terms, but not in complete detail, it is understood that only the industry-standard general practice is to prevail and that only materials and workmanship of the industry-standard quality are to be used. The Contractor shall furnish all labor, materials, tools, equipment, and incidentals, and do all the work involved in executing the Contract to the highest possible standard of workmanship.

Should it appear that the work to be done, or any of the matters relative thereto, are not sufficiently detailed or explained in the SOW, or in the event of any doubt or question arising respecting the true meaning of the SOW, the Contractor shall notify and discuss with the Engineer such questions that have arisen as may be necessary, and the Engineer shall render his or her decisions thereon. The Contractor shall thoroughly review all Requests for Information (RFI's) submitted by subcontractors prior to 350
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discussion with the Engineer to determine whether such RFI's is already answered in the SOW. Contractor represents to City of Vallejo, that by submission of an RFI, Contractor has thoroughly reviewed the RFI and thoroughly reviewed the SOW, and determined that the RFI is not answered or reasonably inferable in the SOW, and that the RFI pertains to an unforeseen condition or circumstance that is not described in the SOW, that there is a conflict or discrepancy in the SOW, or there is an omission in the SOW.

3-1.02 FINAL CLEANING UP
Before any final inspection of the Work, the Contractor shall clean up each project site in accordance with the requirements of the SOW. All parts of the work shall be left in a neat and presentable condition. Full compensation for final cleaning up will be considered as included in the prices paid for the various Contract items of work and no separate payment will be made, therefore.

3 -1.03 CHANGES

The City of Vallejo reserves the right, upon written notification to the Contractor, without changing the scope of work, to make such alterations deviations, additions to or deletions from the plans and Specifications, including but not limited to, the right to add or delete any portion of the work to be done. The City of Vallejo also reserves the right, upon written notification to the Contractor, without changing the scope of work, to increase or decrease the quantity of any item, so long as such increase or decrease does not impact an order for the item that has already been placed with the Contractor, or portion of the work, as may be deemed by the Engineer to be necessary or advisable and to require such extra work as may be determined by the Engineer to be required for the proper completion or construction of the whole work contemplated. Such decreases in quantities shall not be a basis for change in character of the work.

The City of Valle
jo may request alterations or deviations from the SOW and the Contractor will provide the City of Vallejo with estimated costs for proposed changes to the Work. Contractor agrees to promptly provide City of Vallejo with detailed, itemized costs for proposed changes to the work and scheduling data demonstrating the impact, if any, of the proposed changes to the Work and the time for completion. Adjustments, if any, in the amount to be paid the Contractor by reason of any modifications of the Work as set forth in a Contract change order, Construction Change Directive, or arising from claims shall be determined by one or more of the following methods as elected by the City of Vallejo with written agreement from the Contractor:

A. Lump Sum Price - By an acceptable lump sum price fixed in agreement between the City of Vallejo and the Contractor.

B. Unit Prices - By unit prices fixed by agreement between the City of Vallejo and the Contractor.

C. Force Account - By directing the Contractor to proceed with the work and to keep and present in such form as the City of Vallejo may direct, a correct account of the cost of the change, together with all vouchers therefor. The Contractor will be paid for labor, materials, equipment rental, etc. actually used on change order work 351
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performed under Force Account as per Section 8-1.02 of these specifications.

The amount of payment agreed upon or, in the absence of agreement, selected by the City of Vallejo shall be set forth in the change order or construction change directive.

Upon receipt of a Contract change order authorized by the Engineer, the Contractor shall proceed with the ordered work. If ordered in writing by the Engineer, the Contractor shall proceed with the work so ordered prior to actual receipt of an authorized Contract change order therefor. In those cases, the Engineer will, as soon as practicable, issue a Contract change order for the ordered work and the provisions in Section 3-1.03A, "Procedure and Protest," shall be fully applicable to the subsequently issued Contract change order.

When the compensation for an item of work is subject to adjustment under the provisions of this Section 4- 1.03, the Contractor shall, upon request, furnish the Engineer with adequate detailed cost data for that item of work. If the Contractor requests an adjustment in compensation for an item of work, the cost data shall be submitted with the request.

3-1.03A PROCEDURE AND PROTEST
A Contract change order authorized by the Engineer may be issued to the Contractor at any time. Should the Contractor disagree with any terms or conditions set forth in an authorized Contract change order not executed by the Contractor, the Contractor shall submit a written protest to the Engineer within 15 days after the receipt of the Contract change order. The protest shall state the points of disagreement, and the Contract specification references, if any, quantities and costs involved. If a written protest is not submitted, payment will be made as set forth in the Contract change order, and Contractor agrees that payment shall constitute full compensation for all work included therein or required thereby. Unprotested Contract change orders will be considered as executed Contract change orders.

Where the protes
t concerning an authorized Contract change order relates to compensation, the compensation payable for all work specified or required by that Contract change order to which the protest relates will be determined as provided in Section 3-1.03B. The Contractor shall keep full and complete records of the cost of that work and shall permit the Engineer to have access thereto as may be necessary to assist in the determination of the compensation payable for that work. In no event shall Contractor be liable under Section 7 -1.06 for delays beyond the control of Contractor caused by the request of the Engineer for a change in scope of the project. In the event the Contract change order changes the scheduling of the work, both Parties shall mutually agree to extend time for the project as necessary.

Where the protest concerning an accepted Contract change order relates to the adjustment of Contract time for the completion of the work, the time to be allowed therefor will be determined as provided in Section 7-1.06, "Liquidated Damages."

Proposed Contract change orders may be presented to the Contractor for consideration prior to authorization by the Engineer. If the Contractor provides written notice of acceptance of the terms and conditions of the proposed Contract change order by executing the document and if the Contract change order is accepted by the Engineer and issued to the Contractor, payment in accordance with the provisions as to 352
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compensation therein set forth shall constitute full compensation for all work included therein or required thereby. An accepted Contract change order shall supersede a proposed, but unaccepted, Contract change order covering the same work.

If the parties agree, the Engineer shall provide for an adjustment of compensation as to a Contract item of work included in a Contract change order determined as provided in Section 3- 1.03B if that item of work is eligible for an adjustment of compensation thereunder.

Change orders shall be in the form provided by City of Vallejo.

3-1.03B EXTRA WORK
New and unforeseen work will be classed as extra work when determined by the Engineer and the Contractor that the work is not covered by any of the various items for which there is a bid price or by combinations of those items. In the event portions of this work are determined by the Engineer and the Contractor to be covered by some of the various items for which there is a bid price or combinations of those items, the remaining portion of the work will be classed as extra work.

The Contractor shall do the extra work and furnish all labor, material, and equipment therefor upon receipt of an accepted Contract change order or other written order of the Engineer, and in the absence of an accepted Contract change order or other written order of the Engineer the Contractor shall not be entitled to payment for the extra work.

Payment for e
xtra work required to be performed pursuant to the provisions in this Section 3-1.03B, in the absence of an executed Contract change order, will be made by force account as provided in Section 8- 1.02; or as agreed to by the Contractor and the Engineer.

3-1.04 DETOURS
The Contractor shall construct and remove detours and detour bridges for the use of public traffic as provided in the Contract Documents or as directed by the Engineer.

Payment for this work will be made as set forth in the Contract Documents or at the Contract prices for the items of work involved if the work being performed is covered by Contract items of work, otherwise the work will be paid for as extra work as provided in Section 3- 1.03B.

The cost of repairing damage to detours caused by public traffic will be paid for as extra work as provided in Section 3-1.03B.

When public traffic is routed through the work, provision for a passageway through construction operations will not be considered as detour construction or detour maintenance, and this work shall conform to and be paid for as provided in Section 6-1.06, "Public Convenience," unless otherwise specified in the Specifications.

Detours used exclusively by the Contractor for hauling materials and equipment shall be constructed and maintained by the Contractor at the Contractor's expense.

The failure or refusal of the Contractor to construct and maintain detours at the proper 353
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time shall be sufficient cause for closing the work until the detours are in satisfactory condition for use by public traffic.

Where the Contractor's hauling is causing such damage to the detour that its maintenance in a condition satisfactory for public traffic is made difficult or costly, the Engineer shall have authority to regulate the Contractor's hauling over the detour.

3-1.05 USE OF MATERIALS FOUND ON THE WORK
Unless designated as selected material as provided in these Specifications, the Contractor, with the acceptance of the Engineer, may use in the proposed construction such stone, gravel, sand, or other material suitable in the opinion of the Engineer as may be found in excavation. The Contractor will be paid for the excavation of those materials at the Contract price for the excavation, but the Contractor shall replace at the Contractor's expense with other suitable material all that portion of the material so removed and used which was contemplated for use in the work, except that the Contractor need not replace, at the Contractor's expense, any material obtained from structure excavation used as structure backfill. No charge for materials so used will be made against the Contractor. The Contractor shall not excavate or remove any material from within the highway location that is not within the excavation, as indicated by the slope and grade lines, without written authorization from the Engineer.

CONTROL OF WORK

4-1.01 AUTHORITY OF ENGINEER
The Engineer shall consult with the Contractor to decide all questions which may arise as to the quality or acceptability of materials furnished and work performed; the manner of performance and rate of progress of the work; all questions which may arise as to the interpretation of the SOW; all questions as to the acceptable fulfillment of the Contract on the part of the Contractor; and all questions as to compensation. The Engineer's decision shall be final, and the Engineer shall have authority to enforce and make effective those decisions and orders which the Contractor fails to carry out promptly provided Engineer shall provide Contractor with written notice prior to the Engineer taking any action to enforce such decisions or orders.

4-1.02 PLANS AND WORKING DRAWINGS
Any working drawings shall be reviewed by the Engineer before any work involving the drawings is performed. It is expressly understood that review of the Contractor's working drawings shall not relieve the Contractor of any responsibility under the Contract for the successful completion of the work in conformity with the requirements of the plans and Specifications. Review of working drawings shall not operate to waive any of the requirements of the plans and Specifications or relieve the Contractor of any obligation thereunder, and defective work, materials and equipment may be rejected notwithstanding the review.

Full compen
sation for furnishing all working drawings shall be considered as included in the prices paid for the Contract items of work to which the drawings relate and no additional compensation will be allowed therefor.

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4-1.02A TRENCH EXCAVATION SAFETY PLANS
Attention is directed to Section 6-1.01E, "Trench Safety." Excavation for any trench 5 feet or more in depth shall not begin until the Contractor has prepared detailed plans for worker protection from the hazards of caving ground during the excavation of that trench.

The detailed plan shall show the details of the design of shoring, bracing, sloping or other provisions to be made for worker protection during the excavation. No plan shall allow the use of shoring, sloping or a protective system less effective than that required by the Construction Safety Orders of the Division of Occupational Safety and Health. If the plan complies with the shoring system standards established by the Construction Safety Orders, the plan shall be submitted at least 5 days before the Contractor intends to begin excavation for the trench. If the plan varies from the shoring system standards established by the Construction Safety Orders, the plan shall be prepared and signed by an engineer who is registered as a Civil Engineer in the State of California, and the plan and design calculations shall be submitted at least 3 weeks before the Contractor intends to begin excavation for the trench.

4-1.03 CONFORMITY WITH CONTRACT DOCUMENTS AND ALLOWABLE

DEVIATIONS
Contractor’s work and mater ials shall strictly conform to the lines, grades, typical cross sections, dimensions and material requirements, including tolerances, required in the Contract Documents. Although measurement, sampling and testing may be considered evidence as to conformity, the Engineer shall be the sole judge as to whether the work or materials deviate from the plans and Specifications, and the Engineer's decision as to any allowable deviations therefrom shall be final.

4-1.04 COORDINATION AND INTERPRETATION OF PLANS,

SPECIFICATIONS AND STANDARD SPECIFICATIONS
These project plans, Specifications, Contract change orders and all supplementary documents are essential parts of the Contract, and a requirement occurring in one Contract Document is as binding as though occurring in all. They are intended to be complementary, and to describe and provide for a complete work.

In the event of a conflict between the project plans, and Standard Plans and Standard Specifications of the State of California, Business, Transportation and Housing Agency, Department of Transportation, 2018 edition, City of Vallejo Standard Specifications and Standard Plans, December 2011 edition, or Vallejo Sanitation & Flood Control District Master Bid Document, dated March 2007, and the project plans shall control. Project plans shall govern over Standard Plans; Standard Plans and project plans shall govern over the Standard Specifications.

Should it appear that the work to be done or any of the matters relative thereto are not sufficiently detailed or explained in the Contract Documents, the Contractor shall apply in writing to the Engineer for such further explanations as may be necessary and shall conform to them as part of the Contract. In the event of any doubt or question arising respecting the true meaning of the Contract Documents, reference in writing shall be made to the Engineer, whose decision thereon shall be final.

In the event of any discrepancy between any drawing and the figures written thereon, the 355
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figures shall be taken as correct. Detail drawings shall prevail over general drawings.

4-1.05A ORDER OF WORK
When required by the Contract Documents, the Contractor shall follow the sequence of operations as set forth therein.

Full compensation for conforming to those requirements will be considered as included in the prices paid for the various Contract items of work and no additional compensation will be allowed therefor.

4-1.05B HOURS OF WORK
Regular working hours are 8:00 a.m. to 4:30 p.m., Monday through Friday, excluding holidays observed by the City. No work outside of the regular working hours shall be done unless previously requested by the Contractor in writing and approved by the Engineer in writing. Contractor is subject to reimbursing the City for the reasonable costs of providing inspection outside of regular working hours provided Contractor and Engineer have agreed in writing to such inspection outside of regular working hours.

4-1.06 SUPERINTENDENCE
The Contractor shall designate in writing before starting work, an authorized representative who shall act as Superintendent and have the authority to represent and act for the Contractor. The Superintendent shall have responsibility for overall project operations and shall not be a “working foreman.”

When the Contractor is comprised of 2 or more persons, firms, partnerships, or corporations functioning on a joint venture basis, the Contractor shall designate in writing before starting work, the name of one authorized representative who shall serve as the Superintendent. And shall have the authority to represent and act for the Contractor.

The Superi
ntendent shall be present at the site of the work at all times while work is actually in progress on the Contract. When work is not in progress and during periods when work is suspended, arrangements acceptable to the Engineer shall be made for any emergency work which may be required.

Whenever the Contractor or the Contractor's Superintendent is not present on any particular part of the work where it may be desired to give direction, orders will be given by the Engineer, which shall be received and obeyed by the foreman or other individual who may have charge of the particular work in reference to which the orders are given.

Any order given by the Engineer, not otherwise required by the Specifications to be in writing, will on request of the Contractor, be given or confirmed by the Engineer in writing.

4-1.07 LINES AND GRADES
Stakes or marks for horizontal and vertical control will be set by the Engineer as the Engineer determines to be necessary to establish the lines and grades required for the completion of the work specified in these Contract Documents.

When the Contractor requires the stakes or marks, the Contractor shall notify the 356
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Engineer of the requirements in writing a reasonable length of time in advance of starting operations that require the stakes or marks. In no event, shall a notice of less than 2 working days be considered a reasonable length of time.

Stakes and marks set by the Engineer shall be carefully preserved by the Contractor. In case the stakes and marks are destroyed or damaged, the Contractor will be charged for the cost of necessary replacement or restoration of stakes and marks. This charge will be deducted from any moneys due or to become due the Contractor.

4-1.08 INSPECTION
The Engineer shall, at all times, have safe access to the work during its construction, and shall be furnished with every reasonable facility for ascertaining that the materials and the workmanship are in accordance with the requirements and intentions of the SOW. All work done and all materials furnished may be subject to the Engineer's inspection.

Inspection and acceptance of the Work shall be subject to the provisions outlined within the SOW.

Projects financed in whole or in part with State or Federal funds shall be subject to inspection at all times by the State or Federal agency involved, or their authorized representative.

4-1.09 REMOVAL OF REJECTED AND UNAUTHORIZED WORK
In accordance with the SOW, all work which has been rejected shall be remedied or removed and replaced by the Contractor in a manner acceptable to the Engineer, and no compensation will be allowed to the Contractor for the removal, replacement or remedial work.

Any work done beyond the lines and grades shown on the plans or established by the Engineer, or any extra work done without written authority will be considered as unauthorized work and will not be paid for. Upon order of the Engineer unauthorized work shall be remedied, removed, or replaced at the Contractor's expense.

Upon failure of the Contractor to comply promptly with any order of the Engineer made under this Section 4-1.09, the City of Vallejo may cause rejected or unauthorized work to be remedied, removed, or replaced, and to deduct the costs from any moneys due or to become due the Contractor.

4-1.10 EQUIPMENT
Only equipment suitable to produce the quality of work and materials required will be permitted to operate on the project.

The Contractor shall provide adequate and suitable equipment to meet the above requirements, and when ordered by the Engineer shall remove unsuitable equipment from the work and discontinue the operation of unsatisfactory plants.

The Contrac
tor shall identify each piece of equipment, other than hand tools, by means of an identifying number plainly stenciled or stamped on the equipment at a conspicuous 357
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location and shall furnish to the Engineer a list giving the description of each piece of equipment and its identifying number. In addition, the make, model number and empty gross mass of each unit of compacting equipment shall be plainly stamped or stenciled in a conspicuous place on the unit. The gross mass shall be either the manufacturer's rated mass or the scale weight, expressed in United States Standard Measures.

The make, model, serial number, and manufacturer's rated capacity in metric units {United States Standard Measures} for each scale shall be clearly stamped or stenciled on the load receiving element and its indicator or indicators. All meters shall be similarly identified, rated, and marked. Upon request of the Engineer, the Contractor shall furnish a statement by the manufacturer, designating sectional and weighbridge capacities of portable vehicle scales.

4-1.12 ALTERNATIVE METHODS OF CONSTRUCTION
All Work will be done in accordance with the SOW. It shall be the Contractor's responsibility to select and use the alternative or alternatives which will satisfactorily perform the work under the conditions encountered. In the event some of the alternatives are not feasible or it is necessary to use more than one of the alternatives on any project, full compensation for any additional cost involved shall be considered as included in the Contract price paid for the item of work involved and no additional compensation will be allowed therefor.

4-1.14 CHARACTER OF WORKERS
If any subcontractor or person employed by the Contractor shall appear to the Engineer to be incompetent or to act in a disorderly or improper manner, they shall be discharged immediately on the request of the Engineer, and that person shall not again be employed on the work.

4-1.15 FINAL INSPECTION
Final inspection and acceptance of the Work will be in accordance with the provisions of the SOW.

4-1.16 MEANS AND METHODS
City of Vallejo will not have control over, be in charge of, nor be responsible for construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the work, since these are solely Contractor's responsibility.

The City of Vallejo or adjacent property owner may perform other work adjacent to or within the project area, concurrent with the Contractor's operations. The Contractor shall cooperate fully with City of Vallejo in all operations which coincide with other work being performed and provide City of Vallejo with such scheduling and other information as may be required by City of Vallejo to perform such other work; provided, however, the City and the Contractor will mutually agree in writing to any amendments that may be required to deadlines, milestones, or other provisions in the SOW that may be affected due to the Contractor’s cooperation with the City and/or any of its other contractors. The Contractor shall conduct operations to minimize interference with the work of other forces or 358
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contractors performing such work. This work performed by a second contractor may include work which is incomplete or in dispute with the Contractor.

Any disputes or conflicts which may arise between the Contractor and any other forces or contractors retained by the City of Vallejo, causing delays or hindrance to each other, shall be referred to the Engineer for resolution.

Subject to Section 7-1.09, the City of Vallejo shall have the right at any time during the progress of this work to take over and place in service any completed or partially completed portion of the work, notwithstanding the time for completion of the entire work or such portions which may not have expired; but such taking possession thereof shall not be deemed an acceptance of any of the work, nor work on those portions not completed in accordance with the Contract Documents.

CONTROL OF MATERIALS

5-1 GENERAL

5-1.01 SOURCE OF SUPPLY AND QUALITY OF MATERIALS
The Contractor shall furnish all materials required to complete the work, except materials that are designated in the SOW to be furnished by the City of Vallejo and materials furnished by the City of Vallejo in conformance with the provisions in Section 8- 1.02, “Force Account Payment.”

Only mate
rials conforming to the requirements of the Contract Documents shall be incorporated in the work.

The materials furnished and used shall be new, except as may be provided elsewhere in the Contract Documents. The materials shall be manufactured, handled, and used in a workmanlike manner to ensure completed work in accordance with the Specifications and the SOW.

The Contractor shall fur nish the Engineer a list of the Contractor’s sources of materials and the locations at which those materials will be available for inspection. The list shall be submitted on a form acceptable to the Engineer and shall be furnished to the Engineer in sufficient time to permit inspecting and testing of materials to be furnished to the listed sources in advance of their use. The Engineer may inspect, sample or test materials at the source of supply or other locations, but the inspection, sampling or testing will not be undertaken until the Engineer is assured by the Contractor of the cooperation and assistance of both the Contractor and the supplier of the material. The Contractor shall assure that the Engineer or the Engineer’s authorized representative has free access at all times to the material to be inspected, sampled or tested. It is understood that the inspections and tests if made at any point other than the point of incorporation in the work in no way shall be considered as a guaranty of acceptance of the material nor of continued acceptance of material presumed to be similar to that upon which inspections and tests have been made, and that inspection and testing perfor med by the City of Vallejo shall not relieve the Contractor or the Contractor’s suppliers of responsibility for quality control.

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Manufacturers' warranties, guaranties, instruction sheets and parts lists, which are furnished with certain articles or materials incorporated in the work, shall be delivered to the Engineer before acceptance of the Contract.

Reports and records of inspections made, and tests performed, when available at the site of the work, may be examined by the Contractor.

5-1.02 CITY FURNISHED MATERIALS
Materials which are listed as City of Vallejo-furnished materials in the Contract Documents will be available to the Contractor free of charge.

Materials shall be made available to the Contractor pursuant to the Contract Documents.

In those cases, the materials shall be hauled to the site of the work by the Contractor at the Contractor's expense, including any necessary loading and unloading that may be involved. All costs of handling and placing City of Vallejo-furnished material shall be considered as included in the price paid for the Contract item involving the City of Vallejo- furnished material.

The Contractor shall be responsible for all City of Vallejo-furnished materials furnished to the Contractor. City of Vallejo-furnished materials lost or damaged from any cause whatsoever shall be replaced by the Contractor at the Contractor's expense. The Contractor shall be liable to the City of Vallejo for the cost of replacing City of Vallejo- furnished material, and those costs may be deducted from any moneys due or to become due the Contractor. All City of Vallejo-furnished material that is not used on the work shall remain the property of the City of Vallejo and shall be delivered to the Engineer’s designated location at no cost to the City.

5-1.03 STORAGE OF MATERIALS
Articles or materials to be incorporated in the work shall be stored in such a manner as to ensure the preservation of their quality and fitness for the work, and to facilitate inspection.

5-1.04 DEFECTIVE MATERIALS

The applicable warranties apply to all products supplied by the Contractor.

5-1.05 TRADE NAMES AND ALTERNATIVES
For convenience in designation on the Contract Documents, certain articles, or materials to be incorporated in the work may be designated under a trade name or the name of a manufacturer and the manufacturer's catalogue information. The use of an alternative article or material which is of equal or superior quality and of the required characteristics for the purpose intended will be permitted, subject to the following requirements:

The burden of proof as to the quality and suitability of alternatives shall be upon the Contractor, and the Contractor shall furnish all information necessary as required by the Engineer. The Engineer shall be the sole judge as to the quality and suitability of alternative articles or materials, and the Engineer's decision shall be final. 360
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Whenever the Contract Documents permit the substitution of a similar or equivalent material or article, no tests or action relating to the acceptance of the substitute material will be made until the request for substitution is made in writing by the Contractor accompanied by complete data as to the equality of the material or article proposed.

Request for such substitution shall be made in writing by the Contractor within thirty (30) days of the Notice to Proceed. Failure by the Contractor to request substitution within thirty (30) days of the Notice to Proceed constitutes an agreement by Contractor to furnish only the materials or equipment listed in the Contract Documents. Until and unless such substitutions are authorized in writing by the Engineer, no deviations from the specifications shall be allowed.

5-2 TESTING

5-2.01 GENERAL
All materials incorporated in the project shall meet the requirements specified in the Contract Documents.

The City reserves the right to make such additional inspections or tests as it may require prior to acceptance of any materials and reserves the right to reject any material previously approved because of serious defects or damage discovered subsequent to such acceptance. Any material rejected by the City shall immediately be removed from the job site, and no payment will be allowed therefor.

LEGAL RELA

TIONS AND RESPONSIBILITY

6-1.01 LAWS TO BE OBSERVED
The Contractor shall make reasonable efforts to keep fully informed of all existing and future laws, ordinances, and regulations which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. The Contractor shall at all times observe and comply with, and shall cause the Contractor's subcontractor to observe and comply with all existing and future laws, ordinances, regulations, orders and decrees of bodies or tribunals having any jurisdiction or authority over the work; and shall protect and indemnify the City of Vallejo, and all officers and employees thereof connected with the work, including but not limited to the Director and the Engineer, against any claim or liability arising from or based on the violation of any law, ordinance, regulation, order or decree, whether by the Contractor or the Contractor's employees. If any discrepancy or inconsistency is discovered in the Contract Documents for the work in relation to any law, ordinance, regulation, order or decree, each Bidder and the Contractor shall forthwith report the same to the Engineer in writing.

6-1.01A LABOR CODE REQUIREMENTS
Attention is directed to the following requirements of the Labor Code:

6-1.01A (1) HOURS OF LABOR
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Eight hours labor constitutes a legal day's work. The Contractor or any subcontractor under the Contractor shall forfeit, as a penalty to the State of California, $25 for each worker employed in the execution of the Contract by the respective Contractor or subcontractor for each calendar day during which that worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the requirements of the Labor Code, and in particular, Section 1810 to Section 1815, thereof, inclusive, except that work performed by employees of Contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half times the basic rate of pay, as provided in Section 1815 thereof.

6-1.01A (2) PREVAILING WAGE
The Contractor and any subcontr actor under the Contractor shall comply with Labor Code Sections 1774 and 1775. Pursuant to Section 1775, the Contractor and any subcontractor under the Contractor shall forfeit to the City of Vallejo or political subdivision on whose behalf the Contract is made or awarded a penalty of not more than fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under the Contract by the Contractor or by any subcontractor under the Contractor in violation of the requirements of the Labor Code and in particular, Labor Code Sections 1770 to 1780, inclusive. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of the mistake, inadvertence, or neglect of the Contractor or subcontractor in failing to pay the correct rate of prevailing wages, or the previous record of the Contractor or subcontractor in meeting their respective prevailing wage obligations, or the willful failure by the Contractor or subcontractor to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of pr evailing wages is not excusable if the Contractor or subcontractor had knowledge of the obligations under the Labor Code. In addition to the penalty and pursuant to Labor Code Section 1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or subcontractor. If a worker employed by a subcontractor on a public works project is not paid the general prevailing per diem wages by the subcontractor, the prime Contractor of the project is not liable for the penalties described above unless the prime Contractor had knowledge of that failure of the subcontractor to pay the specified prevailing rate of wages to those workers or unless the prime Contractor fails to comply with all of the following requirements:

A. The Contrac
t executed between the Contractor and the subcontractor for the performance of work on the public works project shall include a copy of the requirements in Sections 1771, 1775, 1776, 1777.5, 1813 and 1815 of the Labor Code.

B. The Contractor shall monitor the payment of the specified general prevailing rate of per diem wages by the subcontractor to the employees, by periodic review of the certified payroll records of the subcontractor.

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C. Upon becoming aware of the subcontractor's failure to pay the specified prevailing rate of wages to the subcontractor's workers, the Contractor shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the subcontractor for work performed on the public works project.

D. Prior to making final payment to the subcontractor for work performed on the public works project, the Contractor shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per diem wages to the subcontractor's employees on the public works project and any amounts due pursuant to Section 1813 of the Labor Code.

Pursuant to Section 1775 of the Labor Code, the Division of Labor Standards Enforcement shall notify the Contractor on a public works project within 15 days of the receipt by the Division of Labor Standards Enforcement of a complaint of the failure of a subcontractor on that public works project to pay workers the general prevailing rate of per diem wages. If the Division of Labor Standards Enforcement determines that employees of a subcontractor were not paid the general prevailing rate of per diem wages and if the City of Vallejo did not retain sufficient money under the Contract to pay those employees the balance of wages owed under the general prevailing rate of per diem wages, the Contractor shall withhold an amount of moneys due the subcontractor sufficient to pay those employees the general prevailing rate of per diem wages if requested by the Division of Labor Standards Enforcement. The Contractor shall pay any money retained from and owed to a subcontractor upon receipt of notification by the Division of Labor Standards Enforcement that the wage complaint has been resolved. If notice of the resolution of the wage complaint has not been received by the Contractor within 180 days of the filing of a val id notice of completion or acceptance of the public works project, whichever occurs later, the Contractor shall pay all moneys retained from the subcontractor to the City of Vallejo. These moneys shall be retained by the City of Vallejo pending the final decision of an enforcement action.

Pursuant to the r
equirements in Section 1773 of the Labor Code, the City of Vallejo has obtained the general prevailing rate of wages (which rate includes employer payments for health and welfare, pension, vacation, travel time and subsistence pay as provided for in Section 1773.8 of the Labor Code, apprenticeship or other training programs authorized by Section 3093 of the Labor Code, and similar purposes) applicable to the work to be done, for straight time, overtime, Saturday, Sunday and holiday work. The holiday wage rate listed shall be applicable to all holidays recognized in the collective bargaining agreement of the particular craft, classification or type of workmen concerned.

General prevailing wage rates are also available from the California State Department of Industrial Relations' Internet Web Site at:
http://www.dir.ca.gov/OPRL/dprewagedetermination.htm

The wage rates determined by the Director of Industrial Relations for the project refer to expiration dates. Prevailing wage determinations with a single asterisk after the expiration date are in effect on the date of advertisement for bids and are good for the life 363
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of the Contract. Prevailing wage determinations with double asterisks after the expiration date indicate that the wage rate to be paid for work performed after this date has been determined. If work is to extend past this date, the new rate shall be paid and incorporated in the Contract. The Contractor shall contact the Department of Industrial Relations as indicated in the wage rate determinations to obtain predetermined wage changes.

Pursuant to Section 1773.2 of the Labor Code, general prevailing wage rates shall be posted by the Contractor at a prominent place at the site of the work.

Changes in general prevailing wage determinations which conform to Labor Code Section and Title 8 California Code of Regulations Section 16204 shall apply to the project when issued by the Director of Industrial Relations at least 10 days prior to the date of the Notice to Contractors for the project.

The City of Vallejo will not recognize any claim for additional compensation because of the payment by the Contractor of any wage rate in excess of the prevailing wage rate set forth in the Contract. The possibility of wage increases is one of the elements to be considered by the Contractor in determining the bid and will not under any circumstances be considered as the basis of a claim against the City of Vallejo on the Contract by Contractor.

6-1.01A(2)(A) TRAVEL AND SUBSISTENCE PAYMENTS
Attention is directed to the requirements in Section 1773.8 of the Labor Code. The Contractor shall make travel and subsistence payments to each workman, needed to execute the work, in conformance with the requirements in Labor Code Section 1773.8.

Full compensation for conforming to the requirement of this section shall be considered as included in the prices paid for the various contract items of work involved and no additional compensation will be allowed, therefore.

6-1.01A (3) PAYROLL RECORDS
Attention is directed to the requirements in Labor Code Section 1776, a portion of which is quoted below. Regulations implementing Labor Code Section 1776 are located in Sections 16016 through 16019 and Sections 16207.10 through 16207.19 of Title 8, California Code of Regulations.

A. Each Contractor and subcontractor shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:

1. The inform
ation contained in the payroll record is true and correct.

2. The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by his or her employees on the public 364
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works project.

B. The payroll records enumerated under subdivision (a) shall be certified and shall be available for inspection at all reasonable hours at the principal office of the Contractor on the following basis:

1. A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or his or her authorized representative on request.

2. A certified copy of all payroll records enumerated in subdivision (a) shall be made available for inspection or furnished upon request to a representative of the body awarding the Contract, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards of the Department of Industrial Relations.

3. A certified copy pf all payroll records enumerated in subdivision (a) shall be made available upon request by the public for inspection or for copies thereof. However, a request by the public shall be made through either the body awarding the Contract, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement. If the requested payroll records have not been provided pursuant to paragraph (2), the requesting party shall, prior to being provided the records, reimburse the costs of preparation by the Contractor, subcontractors, and the entity through which the request was made. The public shall not be given access to the records at the principal office of the Contractor.

C. The certif
ied payroll records shall be on forms provided by the Division of Labor Standards Enforcement or shall contain the same information as the forms provided by the division.

D. A Contractor or subcontractor shall file a certified copy of the records enumerated in subdivision (a) with the entity that requested the records within 10 days after receipt of a written request.

E. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by the awarding body, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement shall be marked or obliterated in a manner so as to prevent disclosure of an individual’s name, address and social security number. The name and address of the Contractor awarded the Contract or the subcontractor performing the Contract shall not be marked or obliterated.

F. The Contractor shall inform the body awarding the Contract of the location of the records enumerated under subdivision (a), including the street address, city, and county, and shall, within five working days, provide a notice of a change of location and address.

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G. The Contractor or subcontractor shall have 10 days in which to comply subsequent to receipt of a written notice requesting the records enumerated in subdivision (A). in the event that the Contractor or subcontractor fails to comply within the 10-day period, he or she shall, as a penalty to the state or political subdivision on whose behalf the Contract is made or awarded, forfeit twenty-five dollars ($25) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the Division of Apprenticeship Standards of the Division of Labor Standards Enforcement, these penalties shall be withheld from progress payments then due. A Contractor is not subject to a penalty assessment pursuant to this section due to the failure of a subcontractor to comply with this section.

The penalties specified in subdivision (g) of Labor Code Section 1776 for noncompliance with the requirements in Section 1776 may be deducted from any moneys due or which may become due to the Contractor.

The penalties specified in subdivision (g) of Labor Code Section 1776 for noncompliance with the requirements in Section 1776 may be deducted from any moneys due or which may become due to the Contractor.

All contr
actors and subcontractors must furnish electronic certified payroll records directly to the Labor Commissioner (aka Division of Labor Standards Enforcement). Payrolls shall contain the full name, address and social security number of each employee, the employee's correct classification, rate of pay, daily and weekly number of hours worked, itemized deductions made, and actual wages paid. They shall also indicate apprentices and ratio of apprentices to journeymen. The employee's address and social security number need only appear on the first payroll on which that name appears. The payroll shall be accompanied by a "Statement of Compliance" signed by the employer or the employer's agent indicating that the payrolls are correct and complete and that the wage rates contained therein are not less than those required by the Contract. The "Statement of Compliance" shall be on forms furnished by the City of Vallejo or on any form with identical wording. The Contractor shall be responsible for the submission of copies of payrolls of all subcontractors.

If by the 15th of the month, the Contractor has not submitted satisfactory payrolls for all work performed during the monthly period ending on or before the 1st of that month, the City of Vallejo may retain an amount equal to 10 percent of the estimated value of the work performed (exclusive of Mobilization) during the month from the next monthly estimate, except that this retention shall not exceed $10,000 nor be less than $1,000.

Retentions for failure to submit satisfactory payrolls shall be additional to all other retentions provided for in the Contract. The retention for failure to submit payrolls for any monthly period will be released for payment on the monthly estimate for partial payments next following the date that all the satisfactory payrolls for which the retention was made are submitted.

The Contrac
tor and each subcontractor shall preserve their payroll records for a period of 3 years from the date of completion of the Contract.

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6-1.01A (4) LABOR NONDISCRIMINATION
Attention is directed to Section 1735 of the Labor Code, which reads as follows:

"No discrimination shall be made in the employment of persons upon public works because of the race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, or sex of such persons, except as provided in Section 12940 of the Government Code, and every Contractor for public works violating this section is subject to all the penalties imposed for a violation of this chapter."

Attention is directed to the following "Nondiscrimination Clause" that is required by Chapter 5 of Division 4 of Title 2, California Code of Regulations.

NONDISCRIMINATION CLAUSE

“During the performance of this Contract, Contractor and its SUBCONTRACTORS shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40) or sex. Contractors and SUBCONTRACTORS shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. Contractors and SUBCONTRACTORS shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, Section 12990 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990, set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. Contractor and its SUBCONTRACTORS shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.”

The Contrac
tor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Contract.

6-1.01A (5) APPRENTICES
Attention is directed to Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code and Title 8, California Code of Regulations Section 200 et seq. To ensure compliance and complete understanding of the law regarding apprentices, and specifically the required ratio thereunder, each Contractor or subcontractor should, where some question exists, contact the Division of Apprenticeship Standards, 455 Golden Gate Avenue, San Francisco, CA 94102, or one of its branch offices prior to commencement of work on the public works Contract. Responsibility for compliance with this section lies with the Contractor.

It is City of Vallejo policy to encourage the employment and training of apprentices on public works Contracts as may be permitted under local apprenticeship standards.

A. Only registered apprentices within a written agreement in an approved apprentice- training program providing no less than 2,000 hours of continuous employment 367
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and education are eligible for employment on public works (in compliance with Labor Section 3077).

B. A contractor is no longer required to submit Form DAS-7 but must submit award information to the local applicable joint apprenticeship committee. The award information must include:

• an estimate of the journeyman hours.

• the number of apprentices to be employed; and

• the approximate dates of apprentice employment.

C. The minimum statutory 1:5 hourly ratio of work stipulates that no less than one hour of apprentice work for every five hours of journeyman labor on any day of work. (Any journeyman work performed beyond 8 hours per day or 40 hours per week shall not be used to calculate the hourly ratio).

This section shall not apply to specialty contractors or general contractors whose contracts involve less than Thirty Thousand Dollars ($30,000.00) or 20 working days.

The Division of Apprenticeship Standards may grant a certificate exempting the contractor from the minimum 1:5 hourly ratios under any one of the following:

Unemployment exceeds an average of 15% in the area for the previous 3-month period.

The number of appren
tices in training in such area exceeds a ratio of 1:5.

The apprentice able craft or trade is replacing at least one-thirtieth of its journeymen annually through apprenticeship training, either locally or statewide.

The specific task would jeopardize the apprentice's life or public safety, or no training can be provided to an apprentice by a journeyman for the specific task.

D. Apprentices employed on public works projects can only be assigned to perform work of the craft or trade to which the apprentice is registered.

E. All contractors with employees in any apprentice able occupation, regardless of the actual employment of journeymen or apprentices for the awarded public work, must either contribute to the local training trust fund or to the California Apprenticeship Council, P.O. Box 603, San Francisco, CA 94101 (as set forth in Section 227).

F. All violations of Section 1777.5 shall pay a civil penalty of Fifty Dollars ($50.00) for each calendar day of noncompliance.

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All willful violations of Section 1777.5 shall pay the $50.00 fine for each calendar day of noncompliance and shall be denied the right to bid on, or to receive, any public works contract for a period of up to one year for the first violation and up to three years for any additional violations.

Compliance disputes arising under Section 177.5 shall be adjudicated under 8 California Code of Regulations, Article 1.

G. Within five (5) days of a public works contract award, the awarding agency must send a copy of the award to the Division of Apprenticeship Standards under Section 1773.3.

Within five (5) days of finding any discrepancy regarding the hourly ratio of apprentices to journeymen, the awarding agency shall notify the Division of Apprenticeship Standards.

H. The Contractor shall be responsible for compliance for all apprentice able occupations within these sections.

6-1.01A (6) WORKERS' COMPENSATION
Pursuant to the requirements in Section 1860 of the Labor Code, the Contractor will be required to secure the payment of workers' compensation to the Contractor's employees in conformance with the requirements in Section 3700 of the Labor Code.

Prior to the commencement of work, the Contractor shall sign and file with the Engineer a certification in the following form:

"I am aware of the prov
isions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self- insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Contract."

This certification is incorporated in the Contract by reference, and signature and return of the Contract as provided in Section 2- 1.02, "Execution of Contract," shall constitute signing and filing of the certificate.

6-1.01A (7) SUITS TO RECOVER PENALTIES AND FORFEITURES Attention is directed to Sections 1730 to 1733, inclusive, of the Labor Code concerning suits to recover amounts withheld from payment for failure to comply with requirements of the Labor Code or Contract provisions based on those laws.

Those sections provide that a suit on the Contract for alleged breach thereof in not making the payment is the exclusive remedy of the Contractor or the Contractor's assignees with reference to amounts withheld for those penalties or forfeitures; and that the suit must be commenced, and actual notice thereof received by the awarding authority prior to 90 days after completion of the Contract and the formal acceptance of the job.

6-1.01B FAIR LABOR STANDARDS ACT
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The attention of Bidders is invited to the fact that the City of Vallejo has been advised by the Wage and Hour Division, U.S. Department of Labor, that Contractors engaged in highway construction work are required to meet the provisions of the Fair Labor Standards Act of 1938 and as amended (52 Stat. 1060).

6-1.01C CONTRACTOR'S LICENSING LAWS
Attention is directed to the provisions of Chapter 9 of Division 3 of the Business and Professions Code concerning the licensing of Contractors. Contractor shall be properly licensed at all times during the performance of the work and performance of the Contract.

All Bidders and Contractors shall be licensed in accordance with the laws of this State and any bidder or Contractor not so licensed is subject to the penalties imposed by those laws.

Attention is also directed to the requirements in Public Contract Code Section 10164. In all projects where Federal funds are involved, the Contractor shall be properly licensed at the time the Contract is awarded.

6-1.01D VEHICLE CODE
Pursuant to the authority contained in Vehicle Code Section 591, the City of Vallejo has determined that within those areas that are within the limits of the project and are open to public traffic, the Contractor shall comply with all the requirements set forth in Divisions 11, 12, 13, 14 and 15 of the Vehicle Code.

Attentio
n is directed to the statement in Vehicle Code Section 591 that this section shall not relieve the Contractor or any person from the duty of exercising due care. The Contractor shall take all necessary precautions for safe operation of the Contractor's equipment and the protection of the public from injury and damage from the Contractor's equipment.

6-1.01E TRENCH SAFETY
Attention is directed to the requirements in Section 6705 of the Labor Code concerning trench excavation safety plans.

The Contractor is warned that when the work involves existing sewers and appurtenances that have been exposed to sewage and industrial wastes, these facilities shall be considered contaminated with disease-causing organisms. Personnel in contact with contaminated facilities, debris, wastewater , or similar items shall be advised by the Contractor of the necessary precautions that must be taken to avoid becoming diseased.

It is the Contractor's responsibility to urge his/her personnel to observe a strict regimen of proper hygienic precautions, including any inoculations recommended by the local public health officer.

Because of the potential danger of solvents, gasoline, and other hazardous material in the existing sewers and storm drainpipes , these areas shall be considered hazardous.

The Contractor shall be aware of these dangers and shall comply with Article 108, "Confined Spaces," of the General Industrial Safety Orders contained in Title 8 of the California Administrative Code.
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In the event that this Contract requires the excavation of any trench or trenches in excess of five feet in depth, Contractor shall prepare a detailed design plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trenches. Said detailed design plan and subsequent excavating operations shall fully comply with all local, state and federal regulations including, but not limited to, the Construction Safety Orders, Section 1539, Permits and Section 1540 et seq., Excavation.

6-1.01F AIR POLLUTION CONTROL
The Contractor shall comply with all air pollution control rules, regulations, ordinances, and statutes which apply to any work performed pursuant to the Contract, including any air pollution control rules, regulations, ordinances, and statutes, specified in Section 11017 of the Government Code.

Material to be disposed of shall not be burned, either inside or outside the highway right of way.

6-1.01G WATER POLLUTION CONTROL

6-1.01G (1) GENERAL
The intent of these requirements is to enforce federal, state, and other local agency regulation prohibiting storm water pollution from construction sites. The storm drains system discharges directly to creeks and the San Francisco Bay without treatment.

Therefore, pollutant discharge into the storm drain system is strictly prohibited. Here pollutant discharge means any substance, material, or waste, and discharges NOT permitted under the National Pollutant Discharge Elimination System (NPDES) regulated by the State of California Regional Water Quality Control Board (RWQCB) or the United States Environmental Protection Agency (EPA) other than uncontaminated stormwater.

The Contrac
tor shall conform to all applicable local, state, and Federal regulations and laws pertaining to water pollution control. As applicable, the Contractor shall obtain Water Pollution Control Permits and file all documents including, but not limited to, the State of California Construction General Permit, Stormwater Pollution Prevention Plan. The Contractor shall conduct and schedule operations and follow and implement Best Management Practices (BMPs) in such a manner as to prevent water pollution. The Contractor shall also conform to the following requirements:

1) Sediments shall not be discharged to a storm drain system or receiving waters. In this subsection, the term "storm drain system" shall include storm water conduits, storm drain inlets and other storm drain structures, street gutters and paved surfaces. In this subsection “receiving waters” shall include channels, watercourses, creeks, lakes, the Mare Island Strait, the Carquinez Strait, and the San Francisco Bay.

2) Sediments generated on the Work site shall be contained within the Work site using appropriate BMPs.

3) No construction-related materials, waste, spill, or residue shall be discharged from 371
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the Work site to streets, drainage facilities, receiving waters or adjacent property by wind or runoff.

4) Non-storm water runoff from equipment, vehicle washing, or any other activity shall be contained within the Work site using appropriate BMPs.

5) Erosion shall be prevented. Erosion-susceptible slopes shall be covered, planted, or otherwise protected in a way that prevents discharge from the Work site.

In this subsection, the term “storm drain system” shall include water conduits, storm drain inlets and other storm drain structures, street gutters and paved surfaces, channels, watercourses, creek, lakes, the estuary, and the San Francisco Bay.

The Engineer will notify the Contractor of the acceptance or rejection of any submitted or revised water pollution control program.

The City of Vallejo will not be liable to the Contractor for failure to accept all or any portion of an originally submitted or revised water pollution control program, nor for any delays to the work due to the Contractor's failure to submit an acceptable water pollution control program.

Nothing in the terms of the Contract Documents nor in the provisions in this Section 6

1.01G Water Pollution Control shall relieve the Contractor of the responsibility for compliance with Sections 5650 and 12015 of the Fish and Game Code, or other applicable statutes relating to prevention or abatement of water pollution.

6-1.01G (2) BEST MANAGEMENT PRACTICES (BMP)
For the purpose of eliminating stormwater pollution, the Contractor shall implement effective control measures known as Best Management Practices (BMPs). BMPs include schedules of activities, prohibition of practices, general good housekeeping practices, operational practices, pollution prevention practices, maintenance procedures, and other management procedures to prevent pollutant discharge directly or directly into the storm drain system. B MPs also include the construction of some facilities that may be required to prevent, control, and abate stormwater pollution.

The Contractor shall implement and maintain such BMPs as are relevant to the work, and as are specifically required by the project plans or Specifications. The Contractor shall be responsible throughout the Contract duration for installing, constructing, inspecting, maintaining, removing, and disposing of BMPs for wind erosion control, tracking control, erosion and sediment control, non-storm water control, and waste management and materials pollution control. Unless otherwise directed by the Engineer, the Contractor shall be responsible for BMP implementation and maintenance throughout any temporary suspension of the Work. Guidance for appropriate implementation of BMPs can be found in the 7-1.01G (5) Reference Publications, below.

6-1.01G (3) STORM WATER POLLUTION PREVENTION PLAN (SWPPP) When so specifie d in the Specifications, or if so, required by a jurisdictional regulatory agency, the Contractor shall prepare and submit a Storm Water Pollution Prevention Plan 372
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(SWPPP). The SWPPP shall conform to the requirements specified in the Specifications and those of the jurisdictional regulatory agency. The Notice of Intent will be filed by the City.

6-1.01G (4) DEWATERING
Dewatering shall be performed by the Contractor when specifically required by the SOW; otherwise, dewatering shall be performed by Contractor upon an accepted change order.

Dewatering shall be performed in conformance with all applicable local, state, and Federal laws and permits issued by jurisdictional regulatory agencies. Accumulated water shall be treated prior to disposal if so, specified in the Specifications or required by a permit.

The contractor shall submit a working drawing and related supporting information detailing its proposed plan and methodology and treatment and disposal of accumulated water. To the maximum extent practical, the Contractor shall reuse non-toxic, de-silted water for other onsite needs, such as dust control and irrigation.

The plan shall identify the location, type and size of dewatering devices and related equipment, the size and type of materials composing the collection system, the size and type of equipment to be used to retain and, if required, treat accumulated water, and the proposed disposal locations. If the proposed disposal location is a sanitary sewer, the Contractor shall submit to the Engineer written evidence of permission from the owner. If the proposed disposal location is a storm drain system or receiving body of water, the Contractor shall submit written evidence of permission from the owner of the storm drain system and, if not obtained by the City, original signed permits from jurisdictional regulatory agencies or written evidence that such permits are not required.

6-1.01G (5) REFERENCE PUBLICATIONS
Reference publications are as follows:

1. California State Water Resources Control Board (SWRCB) Construction General Permit Order 2009-009-DWQ adopted on September 2, 2009. Available at: the following website:
http://www.swrcb.ca.gov/board_decisions/adopted_orders/water_quality/2012/wq o2012_0006_dwq.pdf

2. California Stormwater Quality Association (CASQA) Stormwater Best Management Practice Handbook. Available at: the following website:
www.casqa.org/resources/bmp-handbooks/construction

3. Erosion and Sediment Control Field Manual, San Francisco Regional Water Quality Control Board (SFRWQCB) Available from Friends of the San Francisco Estuary, 1515 Clay Street, Suite 1400, Oakland, CA 94612 (510) 622-2419 or (510) 622-2337. Available at: the following website:
www.abag.ca.gov/abag/overview/pub/erosion.html

4. Manual of Standards for Erosion and Sediment Control Measures. Association of Bay Area Governments (ABAG.) Available from ABAG, 101 8th Street, Oakland, CA 94607, (510) 464-7900. Available at: the following website:
www.abag.ca.gov/abag/overview/pub/erosion.html
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5. CalTrans Stormwater Quality Handbooks. Available at: the following website:
www.dot.ca.gov/hq/construc/stormwater/CSBMPM_303_Final.pdf

6-1.01G (6) MATERIAL STORAGE
Storage and exposure of raw materials, by-products, finished products, and containers shall be controlled as described below:

1. All construction materials shall be stored at least ten feet away from inlets, catch basins, and curb returns. The Contractor shall not allow any material to enter the storm drain system. Measures shall be taken to maintain a neat and protected pile. At the end of each working day, the Contractor shall collect and dispose of all scrap, debris, and waste material excluding materials set aside for recycling and salvage. Materials set aside for recycling and salvage shall be delivered to the recycling station within five days.

2. Materials that can contaminate rainwater or be transported by storm water or other runoff to the storm drain system require special storage. During wet weather or when rain is forecast, the Contractor shall store such materials inside a building or cover them with a tarp or other waterproof material secured with weighted tires or sandbags to prevent contact with rain.

3. The Contractor is reminded that storage and disposal of all hazardous materials such as paints, thinners, solvents, and fuels; and all hazardous wastes such as waste oil, must meet all federal, state, and local standards and requirements.

6-1.01G (7) PAVEMENT SAW CUTTING OPERATIONS
The Contractor shall prevent any saw cutting debris from entering the storm drain system.

The Contractor shall preferably use dry cutting techniques and sweep up residue. If wet methods are used, the Contractor shall vacuum slurry as cutting proceeds or collect all wastewater by constructing a sandbag sediment barrier. The bermed area shall be of adequate size to collect all wastewater and solids. The Contractor shall allow collected water to evaporate, as approved by the Engineer, if the wastewater volume is minimal and if maintaining the ponding area does not interfere with public use of the street area, create a safety hazard, or does not create standing water that remains longer than 72 hours. If the Engineer approves, the Contractor may direct or pump saw cutting wastewater to a dirt area for infiltration. This dirt area shall be adequate to contain all the wastewater. After wastewater has infiltrated, all remaining saw cutting residue must be removed and disposed of properly.

With the approval of Vallejo Flood and Wastewater District (VFWD)and the Engineer, de- silted water may be pumped to the sanitary sewer to assist in the evaporation or infiltration process. Remaining silt and debris from the ponding or bermed area shall be removed or vacuumed and disposed of properly. If a suitable dirt area is not available or discharge to the sanitary sewer is not feasible, with the Engineer’s approval the Contractor shall filter the saw-cutting wastewater through filtering materials and methods meeting ABAG Standards for Erosion and Sedimentation Control Measures (latest edition) before discharging this wastewater to the storm drain.
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6-1.01G (8) PAVEMENT OPERATIONS
The Contractor shall prevent the discharge of pollutants from paving operations by using measures to prevent run-on and runoff pollution, properly disposing of wastes, and by implementing the following Best Management Practices:

a. No paving during wet weather.

b. Store materials as required by 7-1.01G (6) Material Storage,

c. Cover inlets and manholes when applying asphalt, seal coat, tack coat, slurry seal, fog seal, etc.

d. Place drip pans or absorbent materials under paving equipment when not in use.

During wet weather store contaminated paving equipment indoors or cover with tarp or other waterproof covering.

e. Sweep work sites daily to prevent sand, gravel, or excess asphalt from entering, or being transported by rain, into the storm drain system.

f. Keep ample supplies of drip pans or absorbent materials on-site.

g. If paving involves Portland cement concrete, refer to 7-1.01G (6) Material Storage.

6-1.01G (9) CONCRETE OPERATIONS
The Contractor shall prevent pollutant discharge from concrete operations by using measures to prevent run-on and runoff pollution, by properly disposing of wastes, and by implementing the following BMPs:

a. Store all materials in waterproof containers or under cover away from drain inlets or drainage areas.

b. Avoid mixing excess amounts of Portland cement materials.

c. Do not wash out concrete trucks into storm drains, open ditches, streets, streams etc. Whenever possible, perform washout of concrete trucks off site where discharge is controlled and not permitted to discharge to the storm drain system.

For on-site washout:

i. Locate washout area at least 50 feet from storm drains, open ditches, or other water bodies, preferably in a dirt area. Prevent runoff from this area by constructing a temporary pit or bermed area large enough to store the liquid and solid waste.

ii. Wash out concrete wastes into the temporary pit where the concrete can set, be broken up and then disposed of properly. If the water volume greater than what will allow concrete to set, allow the wash water to infiltrate and/or 375
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evaporate, if possible. Otherwise, allow wash water to settle, then filter and pump it to the sanitary sewer with approval from VFWD and the Engineer.

Remove or vacuum the remaining silt and debris from the ponding or bermed area and dispose of it properly.

d. Dispose of wastewater from exposed aggregate washing to a dirt area adequate to contain all the wastewater. Once the wastewater has infiltrated, remove any remaining residue. If a suitable dirt area is not available, filter the wash water through straw bales or other filtering materials meeting ABAG Standards for Erosion and Sediment Control Measures before discharging the wash water to the sanitary sewer with approval from VFWD and the Engineer.

e. Collect and return sweepings from exposed aggregate concrete to a stockpile or dispose of the waste in a trash container.

6-1.01G (10) GRADING AND EXCAVATION OPERATIONS
The Contractor shall implement sedimentation and erosion control measures to prevent sediments or excavated material from entering the storm drain system.

The erosion and sedimentation control materials and methods shall be in accordance with ABAG Standards for Erosion and Sediment Control Measures and/or the procedures and methods described in the SFRWQCB Erosion and Sediment Control Field Manual.

At a minimum, th
e Contractor shall install filter materials (such as sandbags, filter fabric, etc.) at storm drain inlet(s) located in and downstream of the project site. These materials must be in place between October 15 and April 15 and also when rain is forecast within 24 hours. The Contractor shall install filter materials or seal all surface inlet openings during the dry season or if there is potential for sediment or excavated material to be discharged to the storm drain system during the construction operation (e.g., sediments and debris tracked by construction vehicles, wind-blown or transported by other runoff).

The storm drain inlets shall be sealed such that they can be opened in an emergency and unblocked at the end of each working day, so that no property is damaged as a result of accidents or overflows.

Sedimentation and erosion control/filter materials shall be placed in a manner to restrain any debris or sediment from flowing into the storm drain system. Said materials or control devices shall also be maintained and/or replaced as necessary to ensure effective sediment control and to prevent flooding.

6-1.01G (11) SPILL PREVENTION AND CONTROL
The Contractor shall take all precautions to prevent accidental spills during construction.

However, in the event of a spill, the Contractor shall immediately contain any leaks/spills to prevent them from entering the storm drain system. The Contractor shall properly clean up and dispose of spilled wastes and resulting clean-up materials. If the spilled waste is hazardous, the Contractor shall comply with all federal, state, and local hazardous waste requirements.

a. The Contrac
tor shall not wash any spilled material into the streets, gutters, storm 376
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drains, or creeks.

b. The Contractor shall report any hazardous materials spill immediately to the Vallejo Fire Department, the Solano County Department of Resource Management Environmental Services Division Hazardous Materials Section and other state and local agencies as required by state and local regulations.

6-1.01G (12) VEHICLE /EQUIPMENT CLEANING
The use of soaps, solvents, de-greasers, steam cleaning equipment or equivalent methods for vehicle or equipment cleaning on-site or in the street is not permitted. Vehicle or equipment may be cleaned only with water in a designated, bermed area of adequate size. Rinse water may not runoff site or into the storm drain system. The rinse-water shall be permitted to infiltrate in dirt area or shall be discharged to the sanitary sewer with the approval of VFWD and the Engineer.

The Contractor shall dispose of wash water from the cleaning of water-based paint equipment and tools to the sanitary sewer.

When using oil-based paint the Contractor shall, to the maximum extent practicable, filter the paint thinner and solvents for reuse. Any waste thinner, solvent, and sludge from the cleaning of equipment and tools shall be disposed as hazardous waste.

6-1.01G (13) CONTRACTOR TRAINING AND AWARENESS
The Contractor shall train all employees on the water pollution prevention requirement contained in these specifications. The Contractor shall inform all subcontractors of the water pollution prevention contract requirements and include appropriate subcontract provisions to ensure that these requirements are met.

The Contractor shall mark all new catch basins constructed as part of the project with storm drain markers with the logo "No Dumping: Drains to the Bay". Storm drain markers shall be approved by the Water Director.

6-1.01G (14) GOOD HOUSEKEEPING PRACTICES
The Contractor shall implement the following applicable good housekeeping practices.

a. Store all materials that have the potential to be transported to the storm drain system by storm runoff or by a spill under cover in a contained area or in sealed waterproof containers.

b. Use ground tarps to collect fallen debris or splatters that could contribute to storm water pollution.

c. Secure opened bags of cement, and other light materials or powders that can be transported by wind.

d. Pick up litter, construction debris and other wastes daily from outside areas including the sidewalk area, gutter, street pavement and storm drains impacted by the project. Store all wastes in covered containers or dispose of immediately. 377
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Arrange for appropriate collection of those materials separated for recycling.

e. Dispose of wash water to the sanitary sewer with the approval of VFWD and the Engineer or recycle wash water. Refer to 7-1.01G (9) Concrete Operations.

f. Inspect vehicles and equipment arriving on-site for leaking fluids and promptly repair leaking vehicles and equipment. Use drip pans to catch leaks until repairs are made.

g. Avoid spills by handling materials carefully. Keep a stockpile of spill materials, such as rags or absorbents, readily accessible on-site. Clean up all spills immediately to prevent any material from being discharged to the storm drain system. Refer to 7-1.01G (11) Spill Prevention and Control.

h. Train employees regularly on good housekeeping practices and BMPs. Assign specific employees’ responsibility for BMPs, good housekeeping practices, and actions to take in the event of a spill. Refer to 7-1.01G (13) Contractor Training and Awareness.

i. Maintain and replace all sediment and water pollution control devices as necessary to ensure that said controls are working effectively (e.g., inspect all sediment ponds or sandbag sedimentation/filtering systems after each rain. Remove accumulated sediment and debris and replace or repair damaged sandbags immediately.)

6-1.01G (15) PAYMENT
Unless otherwise specified in the SOW, payment for implementation and maintenance of BMPs, implementing SWPPP measures and other work of this section (including dewatering) shall be deemed included in the price paid for associated contract bid items, and no additional payment shall be made therefor.

6-1.01G (16) ENFORCEMENT
Various sections of the Vallejo Municipal Code chapter 12.41 enforce section 6 .101G.

City enforcement may include, but is not limited to: citations, abatement orders, bills for City cleanup costs and administration, civil suits, and criminal charges. City enforcement actions do not void or suspend any enforcement actions by other agencies. At a minimum, the Contractor shall implement the storm water Clean Water Program BMPs listed in 6-1.01G (1) General or implement equally effective alternatives approved by the Engineer on all projects within the City of Vallejo.

6-1.01H USE OF PESTICIDES
The Contractor shall comply with all rules and regulations of the Department of Food and Agriculture, the Department of Health, the Department of Industrial Relations, City of Vallejo Standard Specifications, and all other agencies which govern the use of pesticides required in the performance of the work on the Contract.

Pestici
des shall include but shall not be limited to herbicides, insecticides, fungicides, rodenticides, germicides, nematocides, bactericides, inhibitors, fumigants, defoliants, desiccants, soil sterilants and repellents.
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Any substance or mixture of substances intended for preventing, repelling, mitigating, or destroying weeds, insects, diseases, rodents, or nematodes and any substance or mixture of substances intended for use as a plant regulator, defoliant or desiccant shall be considered a pesticide.

6-1.01I SOUND CONTROL REQUIREMENTS
The Contractor shall comply with all local sound control and noise level rules, regulations and ordinances which apply to any work performed pursuant to the Contract.

Each internal combustion engine, used for any purpose on the job or related to the job, shall be equipped with a muffler of a type recommended by the manufacturer. No internal combustion engine shall be operated on the project without the muffler.

The noise level from the Contractor's operations, between the hours of 9:00 p.m. and 7:00 a.m. shall not exceed 50 dBA and between the hours of 7:00 a.m. and 9:00 p.m. shall not exceed 80 dBA at a distance of 50 feet.

Said noise level requirement shall apply to all equipment on the job or related to the job, including but not limited to trucks, transit mixers or transient equipment that may or may not be owned by the Contractor. The use of loud sound signals shall be avoided in favor of light warnings except those required by safety laws for the protection of personnel.

Full compen
sation for conforming to the requirements of this section shall be considered as included in the prices paid for the various contract items of work involved and no additional compensation will be allowed, therefore.

6-1.01J ASSIGNMENT OF ANTITRUST ACTIONS
The Contractor's attention is directed to the following requirements in Public Contract Code 7103.5 and Government Code Sections 4553 and 4554, which shall be applicable to the Contractor and the Contractor's subcontractors:

"In entering into a public works Contract or a subcontract to supply goods, services, or materials pursuant to a public works Contract, the Contractor or subcontractor offers and agrees to assign to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works Contract or the subcontract. This assignment shall be made and become effective at the time the awarding body tenders final payment to the Contractor, without further acknowledgment by the parties.

If an awarding body or pu
blic purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery.
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Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action."

6-1.02 PAYMENT OF TAXES
The Contract prices paid for the work shall include full compensation for all taxes which the Contractor is required to pay, whether imposed by Federal, State, or local government, including, without being limited to, Federal excise tax. No tax exemption certificate or any document designed to exempt the Contractor from payment of any tax will be furnished to the Contractor by the City of Vallejo, as to any tax on labor, services, materials, transportation, or any other items furnished pursuant to the Contract.

6-1.03 PERMITS AND LICENSES
The City will waive all required City of Vallejo Water Department permit fees for this project.

The Contractor and all subcontractors shall obtain and keep current for the duration of the project a City of Vallejo Business License.

The Contr
actor shall give all notices required by and comply with all laws, codes, ordinances, and regulations. Before installing any work, the Contractor shall carefully examine the Contract Documents for compliance with all laws, codes, ordinances, and regulations and shall immediately report any discrepancy to the Engineer.

Should the Contractor proceed with the construction and/or install any utility variance, notwithstanding the fact that such installation is in compliance with the Contract Documents, or should the Contractor install any work not in compliance with all laws, codes, ordinances and regulations, the Contractor shall remove such work without cost to the City of Vallejo.

The Contractor shall commit no trespass on any public or private property in any operation due to or connected with the improvements embraced in this contract.

The Environmental Quality Act (Public Resources Code, Sections 21000 to 21176, inclusive) may be applicable to permits, licenses, and other authorizations which the Contractor must obtain from local agencies in connection with performing the work of the Contract. The Contractor shall comply with the provisions of those statutes in obtaining the permits, licenses and other authorizations and they shall be obtained in sufficient time to prevent delays to the work.

In the event that the C
ity of Vallejo has obtained permits, licenses or other authorizations, applicable to the work, in conformance with the requirements in the Environmental Quality Act or any other authority, the Contractor shall comply with the provisions of those permits, licenses and other authorizations.

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6-1.04 PATENTS
The Contractor shall assume all costs arising from the use of patented materials, equipment, devices, or processes used on or incorporated in the work and agrees to indemnify and save harmless the City of Vallejo, the Director, the Engineer, and their duly authorized representatives, from all suits at law, or actions of every nature for, or on account of the use of any patented materials, equipment, devices, or processes.

6-1.05 SAFETY AND HEALTH PROVISIONS
The Contractor shall conform to all applicable occupational safety and health standards, rules, regulations, and orders established by the State of California.

Working areas utilized by the Contractor to perform work during the hours of darkness, shall be lighted to conform to the minimum illumination intensities established by California Division of Occupational Safety and Health Construction Safety Orders.

All lighting fixtures shall be mounted and directed in a manner precluding glare to approaching traffic.

Full compensation for conforming to the provisions in this section shall be considered as included in the Contract prices paid for the various items of work involved and no separate payment will be made therefor.

6-1.06 PUBLIC CONVENIENCE
This Section 6-1.06 defi nes the Contractor's responsibility with regard to convenience of the public and public traffic in connection with the Contractor's operations.

Attention is directed to Section 3-1.04, "Detours," for provisions relating to the passage of traffic around the work over detours.

Attention is directed to Section 6- 1.07, "Public Safety," for provisions relating to the Contractor's responsibility for the safety of the public. The provisions in Section 7-1.07 are in addition to the provisions in this Section 6- 1.06, and the Contractor will not be relieved of the responsibilities as set forth in Section 6-1.07 by reason of conformance with any of the provisions in this Section 6-1.06.

In the event of a suspension of the work, attention is directed to Section 7- 1.04, "Temporary Suspension of Work."

The Contractor shall so conduct operations as to offer the least possible obstruction and inconvenience to the public and shall have under construction no greater length or amount of work than can be prosecuted properly with due regard to the rights of the public.

All public traffic shall be permitted to pass through the work with as little inconvenience and delay as possible. Where possible, public traffic shall be routed on new or existing paved surfaces.

Spillage r
esulting from hauling operations along or across any public traveled way shall be removed immediately by the Contractor at the Contractor's expense. 381
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Existing traffic signals and highway lighting shall be kept in operation for the benefit of the traveling public during progress of the work, and other forces will continue routine maintenance of existing systems.

Construction operations shall be conducted in such a manner as to cause as little inconvenience as possible to abutting property owners.

Convenient access to driveways, houses, and buildings along the line of the work shall be maintained and temporary approaches to crossings or intersecting highways shall be provided and kept in good condition. When the abutting property owner's access across the right of way line is to be eliminated, or to be replaced under the Contract by other access facilities, the existing access shall not be closed until the replacement access facilities are usable.

The Contractor may be required to cover certain signs which regulate or direct public traffic to roadways that are not open to traffic. The Engineer will determine which signs shall be covered. F urnishing, installing, and removing covers will be paid for as extra work as provided in Section 3-1.03B.

Roadway excavation and the construction of embankments shall be conducted in such a manner as to provide a reasonably smooth and even surface satisfactory for use by public traffic at all times; sufficient fill at culverts and bridges to permit traffic to cross shall be placed in advance of other grading operations; and if ordered by the Engineer roadway cuts shall be excavated in lifts and embankments constructed part width at a time, construction being alternated from one side to the other and traffic routed over the side opposite the one under construction. Culvert installation or culvert construction shall be conducted on but one-half the width of the traveled way at a time, and that portion of the traveled way being used by public traffic shall be kept open and unobstructed until the opposite side of the traveled way is ready for use by traffic.

Upon comp
letion of rough grading at the grading plane, or placing any subsequent layer thereon, the surface of the roadbed shall be brought to a smooth, even condition free of humps and depressions, satisfactory for the use of public traffic.

After the surface of the roadbed has been brought to a smooth and even condition for the passage of public traffic as above provided, any work ordered by the Engineer for the accommodation of public traffic prior to commencing subgrade operations will be paid for as extra work as provided in Section 3-1.03B. After subgrade preparation for a specified layer of material has been completed, the Contractor shall, at the Contractor's expense, repair any damage to the roadbed or completed subgrade, including damage caused by the Contractor's operations or use by public traffic.

While subgrade and paving operations are underway, public traffic shall be permitted to use the shoulders and, if half-width paving methods are used, shall also be permitted to use the side of the roadbed opposite the one under construction. When sufficient width is available, a passageway wide enough to accommodate at least 2 lanes of traffic shall be kept open at locations where subgrade and paving operations are in active progress. 382
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Any shaping of shoulders or reshaping of subgrade necessary for the accommodation of public traffic thereon during subgrade preparation and paving operations will be paid for as extra work as provided in Section 3-1.03B.

The Contractor will be required to pay the cost of replacing or repairing all facilities installed under extra work for the convenience or direction or warning of public traffic that are lost while in the Contractor's custody, or are damaged by reason of the Contractor's operations to such an extent as to require replacement or repair, and deductions from any moneys due or to become due the Contractor will be made to cover the cost.

Whenever a section of surfacing, pavement or the deck of a structure has been completed, the Contractor shall open it to use by public traffic if the Engineer so orders or may open it to use by public traffic if the Engineer so consents. In either case the Contractor will not be allowed any compensation due to any delay, hindrance or inconvenience to the Contractor's operations caused by public traffic but will thereupon be relieved of responsibility for damage to completed permanent facilities caused by public traffic, within the limits of that use. The Contractor will not be relieved of any other responsibility under the Contract, nor will the Contractor be relieved of cleanup and finishing operations.

Except as other
wise provided in this Section 6- 1.06, full compensation for conforming to the provisions in this Section 6-1.06 shall be considered as included in the prices paid for the various Contract items of work and no additional compensation will be allowed therefor.

Contractor shall furnish, install, and maintain all traffic warning and directional signs necessary to maintain the facility in a passable condition at all times. Traffic control shall meet the requirements of the latest State of California Department of Transportation Manual of Traffic Controls for Construction and Maintenance Work Zones. The contractor shall submit a Traffic Control Plan for review and acceptance by the Engineer at the pre- construction meeting.

The Contractor shall designate in writing the name, address and telephone number of the employee and the superintendent to contact after working hours for the proper maintenance of barriers and signs.

Barricades of the flashing beacon variety shall be placed at each excavation site and left until the Engineer deems there is no longer a hazard.

Full compensation for furnishing all flag persons necessary for the direction of public traffic either through or around the work shall be considered as included in the various contract items of work, and no additional compensation will be allowed therefor.

6-1.07 PUBLIC SAFETY
It is the Contractor's responsibility to provide for the safety of traffic and the public during construction.

Attention is directed to Section 6-1.09, "Indemnification and Insurance." 383
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Attention is directed to Section 6-1.06, "Public Convenience," for provisions relating to the Contractor's responsibility for providing for the convenience of the public in connection with the Contractor's operations.

Whenever the Contractor's operations create a condition hazardous to traffic or to the public, the Contractor shall, at the Contractor's expense and without cost to the City of Vallejo, furnish, erect, and maintain those fences, temporary railing (Type K), barricades, lights, signs, and other devices and take such other protective measures that are necessary to prevent accidents or damage or injury to the public.

Fences, temporary railing (Type K), barricades, lights, signs, and other devices furnished, erected, and maintained by the Contractor, at the Contractor's expense, are in addition to any construction area traffic control devices for which payment is provided for elsewhere in the Contract Documents.

Signs, lights, flags, and other warning and safety devices and their use shall conform to the requirements set forth in the current Manual of Traffic Controls. Signs or other protective devices furnished and erected by the Contractor, at the Contractor's expense, as above provided, shall not obscure the visibility of, nor conflict in intent, meaning and function of either existing signs, lights and traffic control devices or any construction area signs and traffic control devices for which furnishing of, or payment for, is provided elsewhere in the Specifications. Signs furnished and erected by the Contractor, at the Contractor's expense, shall be approved by the Engineer as to size, wording, and location.

The install
ation of general roadway illumination shall not relieve the Contractor of the responsibility for furnishing and maintaining any of the protective facilities herein before specified.

Construction equipment shall enter and leave the highway via existing ramps and crossovers and shall move in the direction of public traffic. All movements of workmen and construction equipment on or across lanes open to public traffic shall be performed in a manner that will not endanger public traffic.

The Contractor's trucks or other mobile equipment which leave a freeway lane, that is open to public traffic, to enter the construction area, shall slow down gradually in advance of the location of the turnoff to give following public traffic an opportunity to slow down.

When leaving a work area and entering a roadway carrying public traffic, the Contractor's equipment, whether empty or loaded, shall in all cases yield to public traffic.

The Contractor shall notify the Engineer not less than 15 days before the anticipated start of each falsework and girder erection operation whenever the falsework or girders will reduce clearances available to public traffic.

Pedestrian openings through falsework shall be paved or provided with full width 384
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continuous wood walks and shall be kept clear. Pedestrians shall be protected from falling objects and curing water for concrete. Overhead protection for pedestrians shall extend not less than 4 feet beyond the edge of the bridge deck.

Where the height of vehicular openings through falsework is less than 15 feet, a W34B

"Vertical Clearance" sign shall be provided above each opening facing approaching traffic. The signs shall have black letters and numbers on an orange reflectorized background and shall be illuminated so that the signs are clearly visible. The minimum height of the letters and numbers shall be 6 inches and 10 inches, respectively.

No material or equipment shall be stored where it will interfere with the free and safe passage of public traffic, and at the end of each day's work and at other times when construction operations are suspended for any reason, the Contractor shall remove all equipment and other obstructions from that portion of the roadway open for use by public traffic.

Temporary facilities which the Contractor uses to perform the work shall not be installed or placed where they will interfere with the free and safe passage of public traffic.

Temporar
y facilities which could be a hazard to public safety if improperly designed shall comply with design requirements specified in the Contract for those facilities or, if none are specified, with standard design criteria or codes appropriate for the facility involved.

Working drawings and design calculations for the temporary facilities shall be prepared and signed by an engineer who is registered as a Civil Engineer in the State of California and shall be submitted to the Engineer for review pursuant to Section 4-1.02, "Plans and Working Drawings." The submittals shall designate thereon the standard design criteria or codes used. Installation of the temporary facilities shall not start until the Engineer has reviewed and accepted the drawings.

Should the Contractor appear to be neglectful or negligent in furnishing warning devices and taking protective measures as above provided, the Engineer may direct attention to the existence of a hazard and the necessary warning devices shall be furnished and installed and protective measures taken by the Contractor at the Contractor's expense.

Should the Engineer point out the inadequacy of warning devices and protective measures, that action on the part of the Engineer shall not relieve the Contractor from responsibility for public safety or abrogate the obligation to furnish and pay for these devices and measures.

Provisio
n for the payment for signs, lights, flares, temporary railing (Type K), barricades, and other facilities by extra work as provided in Section 6-1.06, "Public Convenience" shall in nowise relieve the Contractor from the responsibility as provided in this Section 6-

1.07. Except as otherwise provided in this Section 6-1.07, full compensation for conforming to all of the provisions in this Section 6- 1.07 shall be considered as included in the prices paid for the various Contract items of work and no additional compensation will be allowed therefor.
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The Contractor shall note that the work may be performed on or in the vicinity of private property. The Contractor shall, at all times, remove all litter, debris, and construction waste, minimize noise, dust, standing water, vibrations, hazardous conditions and provide safe access to these properties. The Contractor is prohibited from using any and all privately owned utilities. The Contractor's materials and equipment shall not be stored upon private property without written approval from the resident and/or owner.

Construction on private property during overtime, weekend, holiday, or any other irregular period shall be performed only when the Contractor has requested and received written approval from the adjacent residents and the Water Director.

No separate payment shall be made for the above considerations. Full compensation for the above construction restrictions shall be considered as included in the price paid for the various items of work involved.

6-1.08 PRESERVATION OF PROPERTY
Attention is directed to Section 6-1.09, "Indemnification and Insurance."" Due care shall be exercised to avoid injury to existing highway improvements or facilities, utility facilities, adjacent property, and roadside trees, shrubs and other plants that are not to be removed.

Roadside trees, shrubs and other pl ants that are not to be removed, and pole lines, fences, signs, markers and monuments, buildings and structures, conduits, pipelines under or above ground, sewer and water lines, all highway facilities and any other improvements or facilities within or adjacent to the highway shall be protected from injury or damage, and if ordered by the Engineer, the Contractor shall provide and install suitable safeguards, accepted by the Engineer, to protect the objects from injury or damage. If the objects are injured or damaged by reason of the Contractor's operations, the objects shall be replaced or restored at the Contractor's expense. The facilities shall be replaced or restored to a condition as good as when the Contractor entered upon the work, or as good as required by the Specifications accompanying the Contract, if any of the objects are a part of the work being performed under the Contract. The Engineer may make or cause to be made those temporary repairs that are necessary to restore to service any damaged highway facility. The cost of the repairs shall be borne by the Contractor and may be deducted from any moneys due or to become due to the Contractor under the Contract.

It shall be
the Contr actor's responsibility, pursuant thereto, to ascertain the location of those underground improvements or facilities which may be subject to damage by reason of the Contractor's operations.

Any damage to private property caused by the Contractor and adjudged to be the responsibility of the Contractor by the Engineer shall be rectified to the satisfaction of the Engineer within a reasonable time, depending upon the extent of the damage. Said reasonable time shall be as determined by the Engineer, and if the condition is not rectified, the Engineer shall have the power and authority to rectify said damage and the cost thereof to be paid for by the Contractor, either by direct payment to the City of Vallejo, or by deducting said amount from moneys due the Contractor. 386
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Full compensation for furnishing all labor, materials, tools, equipment, and incidentals, and for doing all the work involved in protecting or repairing property as specified in this Section 6-1.08, shall be considered as included in the prices paid for the various Contract items of work and no additional compensation will be allowed therefor.

6-1.09 INDEMNIFICATION AND INSURANCE
The Contractor's obligations regarding indemnification of the City of Vallejo and the requirements for insurance shall conform to the provisions in Sections 6- 1.09A, "Indemnification," and 6-1.09B, "Insurance," of this Section 6-1.09.

6-1.09A INDEMNIFICATION

The Contractor shall, to the extent allowable, indemnify, defend, save and hold harmless the City of Vallejo, including City of Vallejo’s officers, agents, and employees, from any claims, actions, lawsuits, proceedings , damages, loss, judgments, liabilities or expense on account of damage to property and injuries, including death, to the extent caused by any grossly negligent act, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier of the Contractor or those acting under the Contractor’s supervision or control. The Contractor shall not be responsible, however, for any loss, damage, liability or expense on account of damage to property and injuries, including death, by which may arise from the negligence of the City of Vallejo including the City of Vallejo’s officers, agents, employees. The Contractor shall comply with the requirements of all current applicable laws, rules and regulations and shall indemnify and hold harmless the City of Vallejo and its agency members from and against the failure to comply with those laws, and shall assume full responsibility for payments of Federal, State and local taxes on contributions imposed or required under the Social Security, worker's compensation and income tax laws.

6-1.09B INSURANCE
Insurance shall conform to the following requirements: The Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his/her agents, representatives, employees, or SUBCONTRACTORS. Such insurance shall not be construed to relieve the Contractor of any liability in excess of such coverage. The cost of such insurance shall be included in the Contractor's bid.

A. Minimum Scope of Insurance Coverage shall be at least as broad as:

1. Comprehensive General Liability Insurance Services. The Coverage shall be at least as broad as the coverage provided by Insurance Services Office Commercial General Liability coverage “occurrence” form CG 0001 including products and completed operations and X. C. U. (explosion, collapse, underground).

2. Automobile Liability insurance.

3. Workers' Compensation insurance as required by the Labor Code of the 387
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State of California and Employers Liability insurance.

B. Minimum Limits of Insurance

Contractor shall maintain limits no less than:

1. General Liability: $2,000,000 per occurrence. $2,000,000 general aggregate for bodily injury, personal injury, and property damage including blanket contractual liability. $2,000,000 completed operations aggregate that shall extend a minimum of three (3) years beyond project completion.

2. Automobile Liability: $1,000,000 per occurrence, including owned, non- owned and hired vehicles.

a. A drop-down feature requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason.

I. Pay on Behalf of Insured” wording (NOT reimbursement)

II. Concurrency of effective dates with primary policies; and

III. Policies shall follow form to the underlying primary policies.

3. Workers' Compensation and Employers Liability: Workers' compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident.

C. Deductibles and Self-Insured Retention

Any deductibles or self - insured retention must be declared to and accepted by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self - insured retention as respects the City, its officers, officials, employees, and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

D. Other Insurance Provisions

1. General Liability and Automobile Liability Coverage

a. The City must be named an additional insured on the ACORD form and on an endorsement form using the following language: “The City, its officers, officials, employees and volunteers are included as additional insureds on the General Liability and Auto Liability policies with respect to: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations 388
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of the Contractor, premises owned, occupied or used by the Contractor.

b. The endorsement must state that the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self - insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.

2. Workers' Compensation and Employers Liability Coverage

a. The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from work performed by the Contractor for the City.

E. Acceptability of Insurers

Insurance is to be placed with insurers with a Best's rating of no less than A: VII.

F. Verification of Coverage

Contractor shall furnish the City with certificates of insurance and with original endorsements effecting coverage required by this section. The certificates and endorsements for each insurance policy. All certificates and endorsements are to be received and accepted by the City before work commences.

Include insurer’s NAIC numbers on ACORD form.

G. Subcontractors

Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

I. Exclusions

This insurance does not cover tools owned by mechanics, any tools, equipment, scaffolding, staging, towers, and forms rented or owned by the Contractor, the capital value of which is not included in the cost of the work, or any shanties or other structures erected for the sole convenience of the workers.

J. Cancellation or Non-Renewal

The Contractor is expected to provide the city of Vallejo a certificate of insurance annually when Contractor’s insurance policies are renewed, and to provide the City of Vallejo thirty (30) days’ notice if it renews its insurance at a level less than 389
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required by this Agreement.

6-1.09B (4) ENFORCEMENT
The City of Vallejo ma y take any steps as are necessary to assure Contractor's compliance with its obligations. Should any insurance policy lapse or be canceled during the Contract period the Contractor shall, within thirty (30) days prior to the effective expiration or cancellation date, furnish the City of Vallejo with evidence of renewal or replacement of the policy. Failure to continuously maintain insurance coverage as herein provided is a material breach of Contract. In the event the Contractor fails to maintain any insurance coverage required, the City of Vallejo may, but is not required to, maintain this coverage, and charge the expense to the Contractor or terminate Contractor’s control over the work. The required insurance shall be subject to the review and acceptance of City of Vallejo, but any acceptance of insurance certificates by the City of Vallejo shall in no way limit or relieve the Contractor of the Contractor's duties and responsibilities under the Contract to indemnify, defend and hold harmless the City of Vallejo, its officers, agents, and employees. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve the Contractor for liability in excess of such coverage, nor shall it preclude the City of Vallejo f
rom taking other actions as is available to it under any other provision of the Contract or law. Failure of the City of Vallejo to enforce in a timely manner any of the provisions of this section shall not act as a waiver to enforcement of any of these provisions at a later date.

6-1.09B (5) MISCELLANEOUS
Nothing contained in the Contract is intended to make the public or any member thereof a third- party beneficiary of the Insurance or Indemnity provisions of these Standard Specifications, nor is any term, condition or other provision of the Contract intended to establish a standard of care owed to the public or any member thereof.

6-1.10 LEGAL ACTIONS AGAINST THE CITY OF VALLEJO In the event litigation is brought against the City of Vallejo concerning compliance by the City of Vallejo with State or Federal laws, rules, or regulations applicable to public works construction, the provisions of this Section 6-1.10 shall apply.

A. If, pursuant to court order , the City of Vallejo prohibits the Contractor from performing all or any portion of the work, the delay will be considered a right of way delay within the meaning of Section 7- 1.08, "Right of Way Delays," unless the Contract is terminated as hereinafter provided.

B. If, pursuant to court order (other than an order to show cause) the City of Vallejo is prohibited from requiring the Contractor to perform all or any portion of the work, the City of Vallejo may, if it so elects, eliminate the enjoined work pursuant to Section 3-1.03, "Changes," or terminate the Contract.

C. If the final j
udgment in the action prohibits the City of Vallejo from requiring the Contractor to perform all or any portion of the work, the City of Vallejo will either eliminate the enjoined work pursuant to Section 3-1.03, "Changes," or terminate the Contract.
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D. If the Contract is to be terminated, the termination and the determination of the total compensation payable to the Contractor shall be governed by the provisions in Section 7-1.09, "Termination of Contract."

6-1.11 DISPOSAL OF MATERIAL OUTSIDE THE PUBLIC RIGHT OF WAY If the Contractor elects to dispose of materials at locations other than those where arrangements have been made by the City of Vallejo, or, if material is to be disposed of and the City of Vallejo has not made arrangements for disposal of the material, the Contractor shall make arrangements for disposing of the materials outside the public right of way and shall pay all costs involved. Arrangements shall include, but not be limited to, entering into agreements with property owners and obtaining necessary permits, licenses, and environmental clearances. Before disposing of any material outside the public right of way, the Contractor shall furnish to the Engineer satisfactory evidence that the Contractor has entered into agreements with the property owners of the site(s) involved and has obtained the appropriate permits, licenses, and clearances.

When any material is to be disposed of outside the public right of way, and the City of Vallejo has not made arrangements for disposal of the material, the Contractor shall first obtain written authorization from the property owner on whose property the disposal is to be made and the Contractor shall file with the Engineer the authorization or a certified copy thereof together with a written release from the property owner absolving the City of Vallejo from any and all responsibility in connection with the disposal of material on the property. Before any material is disposed of on the property, the Contractor shall obtain written permission from the Engineer to dispose of the material at the location designated in the authorization.

When materi
al is disposed of as above provided and the disposal location is visible from public view, the Contractor shall dispose of the material in a neat and uniform manner to the satisfaction of the Engineer.

Where the City of Vallejo has made arrangements with owners of land in the vicinity of a project for the disposal of materials on an owner's property, the arrangements are made solely for the purpose of providing all Bidders an equal opportunity to dispose of the materials on the property. Bidders or Contractors may, upon written request, inspect the documents evidencing the arrangements between property owners and the City of Vallejo. The Contractor may, if the Contractor so elects, exercise any rights that have been obtained, which may be exercised by a Contractor under the arrangements, subject to and upon the conditions hereinafter set forth.

Such arrangements are not a part of the Contract, and it is expressly understood and agreed that the City of Vallejo assumes no responsibility to the Bidder or Contractor whatsoever in respect to the arrangements made with the property owner to dispose of materials thereon and that the Contractor shall assume all risks in connection with the use of the property, the terms upon which the use shall be made, and there is no warranty or guaranty, either express or implied, as to the quantity or types of materials that can be disposed of on the property, or that any material can be disposed of on the property.

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The Bidder or Contractor shall make such independent investigation and examination as the Bidder or Contractor deems necessary to be satisfied as to the quantity and types of materials which may be disposed of on the property (if any) and the rights, duties and obligations acquired or undertaken under the arrangement with the property owner.

Notwithstanding that the Contractor may elect to dispose of materials on any such property owner's property, no material may be disposed of on that property unless the Contractor has first either:

A. Executed a document that will guarantee to hold the owner harmless from all claims for injury to persons or damage to property resulting from the Contractor's operations on the property owner's premises and also agree to conform to all other provisions set forth in the arrangement made between the City of Vallejo and the property owner, or

B. Entered into an agreement with the owner of the disposal site on any terms mutually agreeable to the owner and the Contractor; provided that the Contractor shall furnish to the Engineer a release, in a form satisfactory to the Engineer, executed by the owner, relieving the City of Vallejo of any and all obligations under the City of Vallejo's arrangement with the owner.

If the Contra
ctor elects to dispose of material under (1), the use of the site shall be subject to the terms, conditions and limitations of the arrangement made between the property owner and the City of Vallejo and the Contractor shall pay those charges that are provided for in the arrangement made by the City of Vallejo with the property owner, and deductions will be made from any moneys due or that may become due the Contractor under the Contract sufficient to cover the charges for the material disposed of.

If the Contractor elects to dispose of material under (2), the Contractor shall pay those charges that are provided for in the agreement between the owner and the Contractor and deductions will not be made from any moneys due or that may become due the Contractor under the Contract to cover the charges.

Before acceptance of the Contract, the Engineer may require the Contractor to submit written evidence that the owner of the disposal site is satisfied that the Contractor has satisfactorily complied with the provisions of either - (1), the arrangement between the City of Vallejo and the owner, or (2), the agreement between the owner and the Contractor, as the case may be.

Full compe
nsation for all costs involved in disposing of materials as specified in this Section 7-1.13, including all costs of hauling, shall be considered as included in the price paid for the Contract item of work involving the materials and no additional compensation will be allowed therefor.

6-1.12 COOPERATION
Should construction be under way by other forces or by other Contractors within or adjacent to the limits of the work specified or should work of any other nature be under way by other forces within or adjacent to those limits, the Contractor shall cooperate with 392
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all the other Contractors or other forces to the end that any delay or hindrance to their work will be avoided. In addition, the Contractor and the City of Vallejo will discuss and come to an agreement with how to amend the SOW in order to accommodate for the cooperation with other contractors which may affect the tim elines within the SOW. The City reserves the right to perform, or to have performed, other or additional work at or near the site (including material sources) at any time, by the use of other forces, without changing the character of the work.

When 2 or more Contractors are employed on related or adjacent work, each shall conduct their operations in such a manner as not to cause any unnecessary delay or hindrance to the other.

Each Contractor shall be responsible to the other for all damage to work to persons or property caused to the other by their operations, and for loss caused the other due to unnecessary delays or failure to finish the work within the time specified for completion.

6-1.13 CONTRACTOR'S RESPONSIBILITY FOR THE WORK AND MATERIALS

Until the acceptan
ce of the work as defined in the SOW , the Contractor shall have the charge and care of the work and of the materials to be used therein (including materials for which the Contractor has received partial payment as provided in Section 8- 1.04, "Partial Payments," or materials which have been furnished by the City of Vallejo) and shall bear the risk of injury, loss or damage to any part thereof by the action of the elements or from any other cause, whether arising from the execution or from the non- execution of the work, except as provided in Section 6-1.06, "Public Convenience." The Contractor shall rebuild, repair, restore, and make good all injuries, losses or damages to any portion of the work or the materials occasioned by any cause before its completion and acceptance and shall bear the expense thereof and except for those injuries, losses, or damages that are directly and proximately caused by acts of the Federal Government or the public enemy. Where necessary to protect the work or materials from damage, the Contractor shall, at the Contractor's expense, provide suitable drainage of the roadway and erect those temporary structures that are necessary to protect the work or materials from damage. The suspe nsion of the work from any cause whatever shall not relieve the Contractor of the responsibility for the work and materials as herein specified.

6-1.14 ACCEPTANCE OF CONTRACT
When the Engineer has made the final inspection as provided in Section 4-1.15, "Final Inspection," and determines that the Contract work has been completed in all respects in accordance with the Contract Documents, the Engineer shall recommend the acceptance of the Contract to the City Council. Upon acceptance of the Contract as complete by the City Council, the said Council shall cause a Notice of Completion to be filed and recorded in the records of the Solano County Recorder's Office.

6-1.15 PROPERTY RIGHTS IN MATERIALS
Nothing in the Contract shall be construed as vesting in the Contractor any right of property in the materials used after they have been attached or affixed to the work or soil or after partial payment has been made as provided in Section 8-1.04, "Partial Payments," 393
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for material delivered on the ground or stored subject to or under the control of the City of Vallejo and unused. All the material shall become the property of the City of Vallejo upon being so attached or affixed or upon payment for materials delivered on the ground or stored subject to or under the control of the City of Vallejo and unused.

6-1.16 RIGHTS IN LAND AND IMPROVEMENTS
Nothing in these Contract Documents shall be construed as allowing the Contractor to make any arrangements with any person to permit occupancy or use of any land, structure, or building within the limits of the Contract for any purpose whatsoever, either with or without compensation, in conflict with any agreement between the City of Vallejo and any owner, former owner, or tenant of the land, structure, or building.

The Contractor shall not occupy City of Vallejo-owned property outside the right of way as shown on the plans or maps, unless the Contractor enters into a rental agreement with the City of Vallejo. The agreement will be based on the fair rental values.

6-1.17 PERSONAL LIABILITY
Neither the Director, the Engineer nor any other officer or authorized employee of the City of Vallejo, nor any officer or employee of any county, city or district shall be personally responsible for any liability arising under or by virtue of the Contract.

PROSECUTION AND PROGRESS

7-1.01 SUBCONTRACTING
The Contractor shall give personal attention to the fulfillment of the Contract and shall keep the work under the Contractor's control.

All subcontractors are identified in the SOW and the work they are responsible for is outlined within the SOW. The Contractor will be held responsible for their work, which shall be subject to the provisions of the Contract Documents.

Subcontracts shall include provisions that the Contract between the City of Vallejo and the Contractor is part of the subcontract, and that all terms and provisions of the Contract are incorporated in the subcontract. Subcontracts shall also contain certification by the subcontractor that the subcontractor is experienced in and qualified to do, and knowledgeable about, the subcontracted work. Copies of subcontracts shall be available to the Engineer upon written request, and shall be provided to the Engineer within three (3) days of the Engineer’s request.

Pursuant to the provisions of Section 6109 of the Public Contract Code, the Contractor shall not perform work on a public works project with a subcontractor who is ineligible to perform work on the public works project pursuant to Section 1777.1 or 1777.7 of the Labor Code.

In no case shall the use of subcontractors in any way alter the position of the Contractor or Contractor's sureties with relation to this Contract. When a subcontractor is used, the responsibility for every portion of the work shall still remain with the Contractor.

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The Contractor shall pay, when due, all valid claims of subcontractors, suppliers, and workmen with respect to the project.

The mention herein of any specific duty or responsibility imposed upon the Contractor shall not be construed as a limitation or restriction of any other responsibility or duty imposed upon the Contractor by the Contract, said reference being made herein merely for the purpose of explaining the specific duty or responsibility.

7-1.02 ASSIGNMENT
The performance of the Contract may not be assigned, except upon the written consent of the Director. Consent will not be given to any proposed assignment which would relieve the original Contractor or the Contractor's surety of their responsibilities under the Contract nor will the Director consent to any assignment of a part of the work under the Contract.

The Contractor may assign moneys due or to become due the Contractor under the Contract and the assignment will be recognized by the City of Vallejo, if given proper notice thereof, to the extent permitted by law, but any assignment of moneys shall be subject to all proper set-offs in favor of the City of Vallejo and to all deductions provided for in the Contract and particularly all money withheld, whether assigned or not, shall be subject and subordinate to claims of the City of Vallejo.

7-1.03 BEGINNING OF WORK

The Notice to Proceed shall constitute authority for the Contractor to begin work pursuant to the SOW , upon condition that the Contractor has strictly complied with all requirements of these Contract Documents, including but not limited to, furnishing all required documentation and certificates of insurance. If Contractor has not provided City of Vallejo with all documents required by these Contract Documents as of the date of the Notice to Proceed, Contractor shall not be allowed to start work on the Project, notwithstanding the issuance of a Notice to Proceed.

When the Contractor has started work on the Project, the Contractor shall diligently prosecute the work to completion within the time limit provided in the Contract Documents.

The Contractor shall, on commencing operations, take all precautions required for public safety and shall observe all the provisions in these Specifications.

7-1.04 TEMPORARY SUSPENSION OF WORK
The Engineer shall have the authority to suspend the work wholly or in part, for any time period as the Engineer deems necessary, due to unsuitable weather, or to such other conditions considered unfavorable for the suitable prosecution of the work, or for any time period as the Engineer deems necessary due to the failure on the part of the Contractor to carry out orders given, or to perform any provision of the Contract, or for any other reason. The Contractor shall immediately comply with the written order of the Engineer to suspend the work wholly or in part. The suspended work shall be resumed when conditions are favorable and methods are corrected, as ordered or accepted in writing by 395
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the Engineer, or as directed by the Engineer; provided, however, no such suspension of work shall last for longer than seven (7) calendar days without the written consent of Contractor.

In the event that a suspension of work is ordered as provided above, and should that suspension be ordered by reason of the failure of the Contractor to carry out orders or to perform any provision of the Contract; or by reason of weather conditions being unsuitable for performing any item or items of work, which work, in the sole opinion of the Engineer, could have been performed prior to the occurrence of the unsuitable weather conditions had the Contractor diligently prosecuted the work when weather conditions were suitable; the Contractor, at the Contractor's expense, shall do all the work necessary to provide a safe, smooth, and unobstructed passageway through construction for use by public traffic during the period of that suspension as provided in Sections 6- 1.06, "Public Convenience," and 6-1.07, "Public Safety". In the event that the Contractor fails to perform the work above specified, the City of Vallejo will perform that work and the cost thereof will be deducted from moneys due or to become due the Contractor.

In the event that a suspension of work is ordered by the Engineer due to unsuitable weather conditions, and in the sole opinion of the Engineer, the Contractor has prosecuted the work with energy and diligence prior to the time that operations were suspended, the cost of providing a smooth and unobstructed passageway through the work will be paid for as extra work as provided in Section 3-1.03B or, at the option of the Engineer, that work will be performed by the City of Vallejo at no cost to the Contractor.

If the Enginee
r orders a suspension of all of the work or a portion of the work which is the current controlling operation or operations, due to unsuitable weather or to other conditions considered unfavorable to the suitable prosecution of the work, the days on which the suspension is in effect shall not be considered working days as defined in Section 7-1.05, "Time of Completion." If a portion of work at the time of the suspension is not a current controlling operation or operations, but subsequently does become the current controlling operation or operations, the determination of working days will be made on the basis of the then current controlling operation or operations.

If a suspension of work is ordered by the Engineer, due to the failure on the part of the Contractor to carry out orders given or to perform any provision of the Contract, the days on which the suspension order is in effect shall be considered working days if those days are working days within the meaning of the definition set forth in Section 7-1.05, "Time of Completion."

No Contract adjustment will be allowed under the provisions specified in this section to the extent that performance would have been suspended or delayed by any other cause, or for which an adjustment is provided for or excluded under any term or condition of this Contract.

Any Contrac
t adjustment warranted due to suspension of work ordered by the Engineer will be made in the same manner as provided for right of way delays in Section 7-1.08, "Right of Way Delays."

In the event of a suspension of work under any of the conditions set forth in this Section 396
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7-1.04, the suspension of work shall not relieve the Contractor of the responsibilities as set forth in Section 6, "Legal Relations and Responsibility."

7-1.05 TIME OF COMPLETION
The Contractor shall complete all or any designated portion of the work called for under the SOW in all parts and requirements within the time set forth in the SOW, unless otherwise agreed to in writing between the Contractor and the City of Vallejo.

7-1.06 LIQUIDATED DAMAGES

It is agreed by the parties to the Contract that in case all the work called for under the Contract in all parts and requirements is not completed within the number of calendar days as set forth in the Contract Documents, damage will be sustained by the City of Vallejo, and that it is and will be impracticable and extremely difficult to ascertain and determine the actual damage which the City of Vallejo will sustain in the event of and by reason of the delay; and it is therefore agreed that the Contractor will pay to the City of Vallejo, the sum of $50 per day for each and every calendar day delay in completing the work in excess of the dates described in the SOW for the completion of the Project ; and the Contractor agrees to pay the liquidated damages herein provided for, and further agrees that the City of Vallejo may deduct the amount thereof from any moneys due or that may become due the Contractor under the Contract.

The Contr
actor will be granted an extension of time and will not be assessed with liquidated damages or the cost of engineering and inspection for any portion of the delay in completion of the work beyond the time named in the Contract Documents for the completion of the work caused by acts of God or of the public enemy, fire, floods, tsunamis, earthquakes, pandemics, epidemics, quarantine restrictions, strikes, labor disputes, shortage of materials and freight embargoes, supply chain delays, provided that the Contractor shall notify the Engineer in writing of the causes of delay within 3 days from the beginning of that delay. The Engineer shall ascertain the facts and the extent of the delay, and the Engineer's findings thereon shall be final and conclusive.

No extension of time will be granted for a delay caused by a shortage of materials unless the Contractor furnishes to the Engineer documentary proof that the Contractor has made every effort to obtain the materials from all known sources in a diligent and timely manner, and further proof that the inability to obtain the materials when originally planned, did in fact cause a delay in final completion of the entire work which could not be compensated for by revising the sequence of the Contractor's operations. The term "shortage of materials," as used in this section, shall apply only to materials, articles, parts or equipment which are standard items and are to be incorporated in the work. The term "shortage of materials," shall not apply to materials, parts, articles or equipment which are processed, made, constructed, fabricated or manufactured to meet the specific requirements of the Contract. Only the physical shortage of material will be considered under these provisions as a cause for extension of time. Delays in obtaining materials due to priority in filling orders will not constitute a shortage of materials.

Except for the ad
ditional compensation provided for in Section 7- 1.08, "Right of Way Delays," the Contractor shall have no claim for damage or compensation for any delay or 397
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hindrance.

It is the intention of the above provisions that the Contractor shall not be relieved of liability for liquidated damages or engineering and inspection charges for any period of delay in completion of the work in excess of that expressly provided for in this Section.

7-1.07 TERMINATION OF CONTROL
Whenever, in the opinion of the City of Vallejo, the Contractor has failed to supply an adequate force of labor, equipment, or materials of proper quality, or has failed in any other respect to prosecute the work with the diligence specified in the SOW; or if Contractor should refuse or fail to comply with laws, ordinances, or directions of the Engineer; or if Contractor should fail to make prompt payments to subcontractors or for labor or materials; or otherwise be in breach of this Contract; the City of Vallejo may give written notice of at least thirty (30) calendar days to the Contractor and Contractor's sureties that if the defaults are not remedied within a time specified in such notice, the Contractor's control over the work will be terminated.

If the Contractor should be adjudged a bankrupt, or make an assignment for the benefit of Contractor's creditors, or if a receiver should be appointed on account of Contractor's insolvency, the City of Vallejo may declare the Contractor's control over the work terminated, and so notify the Contractor and Contractor's sureties.

Upon such termin
ation or the City of Vallejo's declaration that the Contractor is in default, the City of Vallejo may direct the surety to complete, or cause to be completed, the Contract work, or the City of Vallejo may direct that all or any part of the work be completed by day labor, or by employment of other contractors on informal contracts, or both. If the City of Vallejo directs the surety to complete or cause to be completed, the Contract work, Contractor's performance bond surety agrees to immediately undertake to complete or cause to be completed, all Contract work. If surety fails or refuses to immediately complete or cause to be completed, all Contract work, surety agrees that damage will be sustained by the City of Vallejo, and that it is and will be impracticable to determine the actual amount of damage by reason of such acts; and the Contractor and surety agree that in addition to any other damages City of Vallejo may sustain and may be recovered pursuant to these Contract Documents, including but not limited to, other liquidated damages for delay, or actual damages, the sum of FIVE HUNDRED DOLLARS ($500.00) is a reasonable amount to be charged as liquidated damages for each day surety fails or refuses to complete or cause to be completed, all Contract work, and it is therefore agreed that the Contractor and surety will pay to the City of Vallejo this sum, for each and every calendar day surety fails or refuses to complete or cause to be completed, the Contract work; and the Contractor and surety further agree that the City of Vallejo may deduct and retain the amount thereof from any monies due the Contractor under the Contract.

If the Contr
actor's control over the work is terminated as provided above, the Contractor is not entitled to receive any portion of the amount to be paid under the Contract until it is fully completed. After completion, if the unpaid balance exceeds the sum of the amount expended by the City of Vallejo in finishing the work, plus all damages sustained, or to be 398
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sustained, by the City of Vallejo, plus any unpaid claims on account of labor, materials, tools, equipment, or supplies contracted for by the Contractor for the work herein contemplated, the excess not otherwise required by these Contract Documents to be retained shall be paid the Contractor. If the sum so expended exceeds the unpaid balance, the Contractor and Contractor's surety are liable to the City of Vallejo for the amount of such excess. If the surety completes the Contract work as provided above, such surety shall be subrogated to money due under the Contract, and to money which shall become due in the course of completion by the surety. However, Contractor and surety agree that any subrogation rights of surety are subordinate to and inferior to rights of City of Vallejo.

The City of Vallejo reserves the right to terminate the work for its convenience upon thirty (30) days written notice to Contractor. In such event, the Contractor shall be paid its reasonable costs for that portion of the work performed to the date of termination, reasonable costs associated with demobilization, plus fifteen percent (15%) of all such costs for overhead and profit.

7-1.08 RIGHT OF WAY DELAYS
If, through the failure of the City of Vallejo to acquire or clear right of way, the Contractor sustains loss which could not have been avoided by the judicious handling of forces, equipment and plant, there shall be paid to the Contractor that amount that the Engineer may find to be a fair and reasonable compensation for that part of the Contractor's actual loss, that, in the opinion of the Engineer, was unavoidable, determined as follows:

Compensat
ion for idle time of equipment will be determined in the same manner as determinations are made for equipment used in the performance of extra work paid for on a force account basis, as provided in Section 9-1.03A(3), "Equipment Rental," with the following exceptions:

A. The right of way delay factor for each classification of equipment shown in the State Department of Transportation publication entitled Labor Surcharge And Equipment Rental Rates, which is a part of the Contract, will be applied to that equipment rental rate.

B. The time for which the compensation will be paid will be the actual normal working time during which the delay condition exists, but in no case will exceed 8 hours in any one day.

C. The days for which compensation will be paid will be the calendar days, excluding Saturdays, Sundays and legal holidays, during the existence of the delay, except that when rental of equipment is paid for under the provisions in Section 9-1.03A (3b), "Equipment not on the Work," no payment will be made for right of way delays in conformance with the provisions in this Section 8-1.09.

Actual loss shall be understood to include no items of expense other than idle time of equipment and necessary payments for idle time of workers, cost of extra moving of equipment and cost of longer hauls. Compensation for idle time of equipment will be determined as provided in this Section 7-1.08 and compensation for idle time of workers 399
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will be determined as provided in Section 8- 1.02A(1), "Labor," and no markup will be added in either case for overhead and profit. The cost of extra moving of equipment and the cost of longer hauls will be paid for as extra work as provided in Section 3-1.03B.

If performance of the Contractor's work is delayed as the result of the failure of the City of Vallejo to acquire or clear right of way, an extension of time determined pursuant to the provisions in Section 7-1.06, "Liquidated Damages," will be granted.

7-1.09 TERMINATION OF CONTRACT
The Contract may be terminated by the Director when termination is authorized by Section 6- 1.10, "Legal Actions Against the City of Vallejo," " or by other provisions of the Contract which authorize termination. Subject to Section 7-1.07, the City of Vallejo also reserves the right to terminate the Contract at any time upon a determination by the Director that termination of the Contract is in the best interest of the City of Vallejo.

If the Director elects to terminate the Contract, the termination of the Contract and the total compensation payable to the Contractor shall be governed by the following:

A. The Engineer wi
ll issue the Contractor a written notice signed by the Director, specifying that the Contract is to be terminated. Upon receipt of the written notice, the Contractor will be relieved of further responsibility for damage to the work (excluding materials) as specified in Section 6-1.13, "Contractor's Responsibility for the Work and Materials," and, except as otherwise directed in writing by the Engineer, the Contractor shall:

1. Stop all work under the Contract except that specifically directed to be completed prior to acceptance.

2. Perform any remaining work under the SOW the Engineer deems necessary to secure the project for termination.

3. Remove equipment and plant from the site of the work.

4. Take action that is necessary to protect materials from damage.

5. Notify all subcontractors and suppliers that the Contract is being terminated and that their Contracts or orders are not to be further performed unless otherwise authorized in writing by the Engineer.

6. Provide the Engineer with an inventory list of all materials previously produced, purchased or ordered from suppliers for use in the work and not yet used in the work, including its storage location, and such other information as the Engineer may request.

7. Dispose of mat
erials not yet used in the work as directed by the Engineer. It shall be the Contractor's responsibility to provide the City of Vallejo with good title to all materials purchased by the City of Vallejo hereunder, including materials for which partial payment has been made as provided in Section 400
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8-1.04, "Partial Payments," and with bills of sale or other documents of title for those materials.

8. Subject to the prior written acceptance of the Engineer, settle all outstanding liabilities and all claims arising out of subcontracts or orders for materials terminated hereunder. To the extent directed by the Engineer, the Contractor shall assign to the City of Vallejo all the right, title and interest of the Contractor under subcontracts or orders for materials terminated hereunder.

9. Furnish the Engineer with the documentation required to be furnished by the Contractor under the provisions of the Contract including, on projects as to which Federal funds are involved, all documentation required under the Federal requirements included in the Contract.

10. Take other actions as reasonably directed by the Engineer.

B. Acceptance of the Contract as hereinafter specified shall not relieve the Contractor of responsibility for damage to materials. The Contractor shall continue to be responsible for damage to materials after issuance of the Notice of Termination, except as follows:

1. The Contractor's responsibility for damage to materials for which partial payment has been made as provided in Section 8-1.04, "Partial Payments," and for materials furnished by the City of Vallejo for use in the work and unused shall terminate when the Engineer certifies that those materials have been stored in the manner and at the locations the Engineer has directed.

2. The Contra
ctor's responsibility for damage to materials purchased by the City of Vallejo subsequent to the issuance of the notice that the Contract is to be terminated shall terminate when title and delivery of those materials has been taken by the City of Vallejo.

When the Engineer determines that the Contractor has completed the work under the Contract directed to be completed prior to termination and such other work as may have been ordered to secure the project for termination, the Engineer will recommend that the Director formally accept the Contract.

C. Termination of the Contract shall not relieve the Contractor or surety of their obligation for any claims arising out of the work performed.

D. The total compensation to be paid to the Contractor shall be determined by the Engineer on the basis of the following:

1. The reasonable cost to the Contractor, without profit, for all work performed under the Contract, including mobilization, demobilization and work done to secure the project for termination. In determining the reasonable cost, deductions will be made for the cost of materials to be retained by the Contractor, amounts realized by the sale of materials, and for other appropriate 401
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credits against the cost of the work.

When, in the opinion of the Engineer, the cost of a Contract item of work is excessively high due to costs incurred to remedy or replace defective or rejected work, the reasonable cost to be allowed will be the estimated reasonable cost of performing that work in compliance with the requirements of the Contract Documents and the excessive actual cost shall be disallowed.

2. A reasonable allowance for profit on the cost of the work performed as determined under Subsection (1), provided the Contractor establishes to the satisfaction of the Engineer that it is reasonably probable that the Contractor would have made a profit had the Contract been completed and provided further, that the profit allowed shall in no event exceed 4 percent of the cost.

3. The reasonable cost to the Contractor of handling material returned to the vendor, delivered to the City of Vallejo or otherwise disposed of as directed by the Engineer.

4. A reasonable allowance for the Contractor's administrative costs in determining the amount payable due to termination of the Contract.

All records of the Contractor and the Contractor's subcontractors, necessary to determine compensation in conformance with the provisions in this Section 7-1.09, shall be open to inspection or audit by representatives of the City of Vallejo at all times after issuance of the notice that the Contract is to be terminated and for a period of 3 years, thereafter, and those records shall be retained for that period.

After acceptance of the work by the Dire ctor, the Engineer may make payments on the basis of interim estimates pending issuance of the Final Estimate in conformance with the provisions in Section 8- 1.05B, "Final Payment and Claims," when, in the Engineer's opinion, the amount thus paid, together with all amounts previously paid or allowed, will not result in total compensation in excess of that to which the Contractor will be entitled.

All payments, including payment upon the Final Estimate shall be subject to deduction for prior payments and amounts, if any, to be kept or retained under the provisions of the Contract.

MEASUREMENT AND PAYMENT

8-1.01 SCOPE OF PAYMENT
The Contractor shall accept the compensation provided in the Contract as full payment for furnishing all labor, materials, tools, equipment, and incidentals necessary to the completed work and for performing all work required under the SOW; also for loss or damage arising from the nature of the work, or from the action of the elements, or from any unforeseen difficulties which may be encountered during the prosecution of the work until the acceptance by the Director and for all risks of every description connected with the prosecution of the work, also for all expenses incurred in consequence of the suspension or discontinuance of the work as provided in the Contract; and for completing the work according to the Contract Documents.

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No compensation will be made in any case for loss of anticipated profits.

8-1.02 FORCE ACCOUNT PAYMENT
When extra work is to be paid for on a force account basis, the labor, materials and equipment used in the performance of that work shall be subject to the review and acceptance of the Engineer and compensation will be determined as follows:

8-1.02A WORK PERFORMED BY CONTRACTOR
The Contractor will be paid the direct costs for labor, materials and equipment used in performing the work stated in the SOW. All costs will be made in accordance with the Master Contract.

To the total of the direct costs computed as provided in Sections 8- 1.02A(1), "Labor," 8-1.02A(2), "Materials," and 8- 1.02A(3), "Equipment Rental," there will be added a markup of 33 percent to the cost of labor, 15 percent to the cost of materials and 15 percent to the equipment rental. The above markups shall constitute full compensation for all overhead costs which shall be deemed to include all items of expense not specifically designated as cost or equipment rental in Sections 8- 1.02A(1), "Labor," 8- 1.02A(2), "Materials," and 8-1.02A(3), "Equipment Rental." The total payment made as provided above shall be deemed to be the actual cost of the work and shall constitute full compensation therefor.

When extra wo
rk to be paid for on a force account basis is performed by a subcontractor, approved in conformance with the provisions in Section 7- 1.01, "Subcontracting," an additional markup of 5 percent will be added to the total cost of that extra work including all markups specified in this Section 8- 1.02A. The additional 5 percent markup shall reimburse the Contractor for additional administrative costs, and no other additional payment will be made by reason of performance of the extra work by a subcontractor.

8-1.02A(1) LABOR
The Contractor will be paid the cost of labor for the workers (including foremen when authorized by the Engineer), used in the actual and direct performance of the work. The cost of labor, whether the employer is the Contractor, subcontractor or other forces, will be the sum of the following:

8-1.02A(1A) ACTUAL WAGES
The actual wages paid shall include any employer payments to or on behalf of the workers for health and welfare, pension, vacation and similar purposes.

8-1.02A(1B) LABOR SURCHARGE
To the actual wages, as defined in Section 8-1.02A(1a), will be added a labor surcharge set forth in the Department of Transportation publication entitled Labor Surcharge And Equipment Rental Rates, which is in effect on the date upon which the work is accomplished. The labor surcharge shall constitute full compensation for all payments imposed by State and Federal laws and for all other payments made to, or on behalf of, the workers, other than actual wages as defined in Section 8-1.02A(1A) and subsistence and travel allowance as specified in Section 8-1.02A(1C). 403
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8-1.02A(1C) SUBSISTENCE AND TRAVEL ALLOWANCE
The actual subsistence and travel allowance paid to the workers.

8-1.02A(2) MATERIALS
The City of Vallejo reserves the right to furnish any materials it deems advisable, and the Contractor shall have no claims for costs and markup on those materials.

Only materials furnished by the Contractor and necessarily used in the performance of the work will be paid for. The cost of those materials will be the cost to the purchaser, whether Contractor, subcontractor or other forces, from the supplier thereof, except as the following are applicable:

8-1.02A(2A)
If a cash or trade discount by the actual supplier is offered or available to the purchaser, it shall be credited to the City of Vallejo notwithstanding the fact that the discount may not have been taken.

8-1.02A(2B)
If materials are procured by the purchaser by any method which is not a direct purchase from and a direct billing by the actual supplier to the purchaser, the cost of those materials shall be deemed to be the price paid to the actual supplier as determined by the Engineer plus the actual costs, if any, incurred in the handling of the materials.

8-1.02A(2C)
If the materials are obtained from a supply or source owned wholly or in part by the purchaser, the cost of those materials shall not exceed the price paid by the purchaser for similar materials furnished from that source on Contract items or the current wholesale price for those materials delivered to the jobsite, whichever price is lower.

8-1.02A(2D)
If the cost of the materials is, in the opinion of the Engineer, excessive, then the cost of the material shall be deemed to be the lowest current wholesale price at which the materials were available in the quantities concerned delivered to the jobsite, less any discounts as provided in Section 8-1.02A(2a).

8-1.02A(2E)
If the Contractor does not furnish satisfactory evidence of the cost of the materials from the actual supplier thereof within 60 days after the date of delivery of the material or within 15 days after acceptance of the Contract, whichever occurs first, the City of Vallejo reserves the right to establish the cost of the materials at the lowest current wholesale prices at which the materials were available in the quantities concerned delivered to the location of the work, less any discounts as provided in Section 8-1.02A(2a).

8-1.02A(3) EQUIPMENT RENTAL
The Contractor will be paid for the use of equipment at the rental rates listed for that equipment in the Department of Transportation publication entitled Labor Surcharge And 404
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Equipment Rental Rates, which is in effect on the date upon which the work is accomplished and which is a part of the Contract, regardless of ownership and any rental or other agreement, if they may exist, for the use of that equipment entered into by the Contractor, except that for those pieces of equipment with a rental rate of $10.00 per hour or less as listed in the Labor Surcharge And Equipment Rental Rates publication and which are rented from a local equipment agency, other than Contractor owned, the Contractor will be paid at the hourly or daily rate shown on the rental agency invoice or agreement for the time used on force account work as provided in Section 8-1.02A(3a), "Equipment on the Work." If a minimum equipment rental amount is required by the local equipment rental agency, the actual amount charged will be paid to the Contractor.

Equipment owned by the Contractor and already on the job site shall only be paid for actual hours of usage as documented on daily extra work reports. Equipment owned by the Contractor, required to perform force account work, and not already on the job site shall only be paid for actual hours of usage as documented on daily extra work reports and the cost of mobilization to bring to the job site. The Engineer shall determine if equipment not on the job site is required to be mobilized to perform extra work.

If it is deemed neces
sary by the Engineer to use equipment not listed in the Labor Surcharge and Equipment Rental Rates publication, a suitable rental rate for that equipment will be established by the Engineer. The Contractor shall furnish all cost data which might assist the Engineer in the establishment of the rental rate. If the rental rate established by the Engineer is $10.00 per hour or less, the provisions above concerning rental of equipment from a local equipment agency shall apply.

The rental rates paid as above provided shall include the cost of fuel, oil, lubrication, supplies, small tools, necessary attachments, repairs and maintenance of any kind, depreciation, storage, insurance and all incidentals.

Operators of rented equipment will be paid for as provided in Section 8-1.02A(1), "Labor."

All equipment shall, in the opinion of the Engineer, be in good working condition and suitable for the purpose for which the equipment is to be used.

Unless otherwise specified, manufacturer's ratings and manufacturer approved modifications shall be used to classify equipment for the determination of applicable rental rates. Equipment which has no direct power unit shall be powered by a unit of at least the minimum rating recommended by the manufacturer.

Individu
al pieces of equipment or tools not listed in the Labor Surcharge and Equipment Rental Rate publication and having a replacement value of $500 or less, whether or not consumed by use, shall be considered to be small tools and no payment will be made therefor.

Rental time will not be allowed while equipment is inoperative due to breakdowns.

8-1.02A(3A) EQUIPMENT ON THE WORK
The rental time to be paid for equipment on the work shall be the time the equipment is 405
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in operation on the extra work being performed, and in addition, shall include the time required to move the equipment to the location of the extra work and return the equipment to the original location or to another location requiring no more time than that required to return the equipment to its original location, except that moving time will not be paid for if the equipment is used at the site of the extra work on other than the extra work. Loading and transporting costs will be allowed, in lieu of moving time, when the equipment is moved by means other than its own power, except that no payment will be made if the equipment is used at the site of the extra work on other than the extra work.

The following shall be used in computing the rental time of equipment on the work:

A. When hourly rates are listed, less than 30 minutes of operation shall be considered to be 0.5-hour of operation.

B. When daily rates are listed, less than 4 hours of operation shall be considered to be 0.5-day of operation.

8-1.02A(3B) EQUIPMENT NOT ON THE WORK
When extra work, oth er than work specifically designated as extra work in the applicable plans and specifications, is to be paid for on a Force Account basis and the Engineer determines that such extra work requires the Contractor to move on to the work equipment which could not reasonably have been expected to be needed in the performance of the C ontract, the Engineer may authorize payment for the use of such equipment at equipment rental rates in excess of those listed as applicable for the use of such equipment subject to the following additional conditions:

A. The Engineer shall specifically approve the necessity for the use of particular equipment on such work.

B. The Contractor shall establish to the satisfaction of the Engineer that such equipment cannot be obtained from his/her normal equipment source or sources and those of his/her subcontractors.

C. The Contractor shall establish to the satisfaction of the Engineer that the proposed equipment rental rate for such equipment from his/her proposed source is reasonable and appropriate for the expected period of use.

D. The Engineer shall approve the equipment source and the equipment rental rate to be paid by the City of Vallejo before the Contractor begins work involving the use of said equipment.

For the use of equ
ipment moved in on the work and used exclusively for extra work paid for on a force account basis, the Contractor will be paid the rental rates listed in the Department of Transportation publication entitled Labor Surcharge And Equipment Rental Rates, which is in effect on the date upon which the work is accomplished and which is a part of the Contract, or determined as provided in Section 8-1.02A(3) and for the cost of transporting the equipment to the location of the work and its return to its original location, all in accordance with the following provisions:
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A. The original location of the equipment to be hauled to the location of the work shall be agreed to by the Engineer in advance.

B. The City of Vallejo will pay the costs of loading and unloading the equipment.

C. The cost of transporting equipment in low bed trailers shall not exceed the hourly rates charged by established haulers.

D. The rental period shall begin at the time the equipment is unloaded at the site of the extra work, shall include each hour that the equipment is actually used at the site of the extra work, excluding Saturdays, Sundays and legal holidays unless the equipment is used to perform the extra work on those days, and shall terminate at the end of the day on which the Engineer directs the Contractor to discontinue the use of the equipment. The rental time to be paid for equipment not on the work shall be the time the equipment is actually in operation on the extra work being performed and in accordance with the following:

The hours to be paid for equipment which is operated less than 8 hours due to breakdowns, shall not exceed 8 hours less the number of hours the equipment is inoperative due to breakdowns.

When hourl
y rates are listed, less than 30 minutes of operation shall be considered to be 0.5-hour of operation.

When daily rates are listed, less than 4 hours of operation shall be considered to be 4 hours of operation. No payment will be made if the equipment is not used. If the equipment is used more than 4 hours of operation, payment will be made for one day.

E. Should the Contractor desire the return of the equipment to a location other than its original location, the City of Vallejo will pay the cost of transportation in accordance with the above provisions, provided the payment shall not exceed the cost of moving the equipment to the work.

F. Payment for transporting, and loading and unloading equipment, as above provided, will not be made if the equipment is used on the work in any other way than upon extra work paid for on a force account basis.

8-1.02A(3C) OWNER-OPERATED EQUIPMENT
When owner-operated equipment is used to perform extra work to be paid for on a force account basis, the Contractor will be paid for the equipment and operator, as follows:

A. Payment for th
e equipment will be made in conformance with the provisions in Section 8-1.02A(3), "Equipment Rental."

B. Payment for the cost of labor and subsistence or travel allowance will be made at the rates paid by the Contractor to other workers operating similar equipment already on the project or, in the absence of other workers operating similar 407
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equipment, at the rates for that labor established by collective bargaining agreements for the type of workers and location of the work, whether or not the owner-operator is actually covered by an agreement. A labor surcharge will be added to the cost of labor described herein, in conformance with the provisions in Section 8-1.02A(lb), "Labor Surcharge."

C. To the direct cost of equipment rental and labor, computed as provided herein, will be added the markups for equipment rental and labor as provided in Section 8-

1.02A, "Work Performed by Contractor."

8-1.02B WORK PERFORMED BY SPECIAL FORCES OR OTHER SPECIAL

SERVICES
When the Engineer and the Contractor, by agreement, determine that a special service or an item of extra work cannot be performed by the forces of the Contractor or those of any of the Contractor's subcontractors, that service or extra work item may be performed by a specialist.

8-1.02C RECORDS
The Contractor and all subcontractors shall maintain records in such a manner as to provide a clear distinction between the direct costs of extra work paid and the costs of other operations.

Material c
harges shall be substantiated by valid copies of vendor's invoices. The invoices shall be submitted with the daily extra work reports, or if not available, the invoices shall be submitted within 30 days after the submittal of the daily extra work report or 30 days after the date of delivery of the material, whichever occurs first. Contractor waives payment for material charges not substantiated by valid copies of vendor’s invoices submitted within the times provided.

Daily extra work reports shall be signed by the Contractor or the Contractor's authorized representative and shall be submitted to the City on the day the work is performed, or within 24 hours if authorized by the Engineer. Daily extra work reports shall be signed by the designated representative of the City to acknowledge the labor hours, materials, and equipment used to perform the work. Signature by the City’s representative does not constitute approval for payment. All daily extra work reports are subject to review and approval by the Engineer for conformance to the Contract Documents prior to payment.

The City reserves the right to make adjustments to the amount to be paid for extra work based upon daily extra work reports at any time prior to project acceptance, even if payment has been made under a progress payment. Contractor waives payment for that portion of Force Account work in which a daily extra work report has not been signed by the City’s designated representative and/or submitted to the City within the time specified above.

The Contrac
tor's and all subcontractors’ records pertaining to the Project shall be open to inspection or audit by representatives of the City of Vallejo, during the life of the Contract and for a period of not less than 3 years after the date of acceptance thereof, 408
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and the Contractor and all subcontractors shall retain those records for that period.

Where payment for materials or labor is based on the cost thereof to forces other than the Contractor, the Contractor shall make every reasonable effort to ensure that the cost records of those other forces will be open to inspection and audit by representatives of the City of Vallejo on the same terms and conditions as the cost records of the Contractor.

If an audit is to be commenced more than 60 days after the acceptance date of the Contract, the Contractor will be given a reasonable notice of the time when the audit is to begin.

8-1.02D PAYMENT
Payment as provided in Sections 8-1.02A, "Work Performed by Contractor," and 9-1.02B, "Work Performed by Special Forces or Other Special Services," shall constitute full compensation to the Contractor for performance of work paid for on a force account basis and no additional compensation will be allowed therefor. The payment will be made in conformance with the provisions in Section 8-1.04, "Partial Payments."

The Engineer's receipt of a proposed progress schedule and monthly updated progress schedules, all in strict compliance with these Contract Documents shall be conditions precedent to the Engineers acceptance of the Contractor's periodic pay requests and/or the City of Vallejo's obligation to pay Contractor.

To the
extent anything in this section conflicts with how payments are made in accordance with conditional acceptance of the Work and payment within the SOW, the SOW shall control.

8-1.03 STOP NOTICES
The City of Vallejo, may at its option and at any time retain out of any amounts due the Contractor, sums sufficient to cover claims filed pursuant to Section 9100 et seq. of the Civil Code. In cases where the contractor chooses to Bond around the Stop Notice, the Bond shall be of a form approved by the City.

8-1.04 PARTIAL PAYMENTS
The City of Vallejo, once in each month, shall cause an estimate in writing to be made by the Engineer. The estimate shall include the total amount of work done and acceptable materials furnished, and are furnished and delivered by the Contractor on the ground and not used or are furnished and stored for use on the Contract, if the storage is within the City of Vallejo and the Contractor furnishes evidence satisfactory to the Engineer that the materials are stored subject to or under the control of the City of Vallejo, to the time of the estimate, and the value thereof. The estimate shall also include any amounts payable for mobilization. Daily extra work reports furnished by the Contractor less than 5 calendar days, not including Saturdays, Sundays and legal holidays, prior to the preparation of the monthly progress estimate shall not be eligible for payment until the following month's estimate.

The amount of any material to be considered in making an estimate will in no case exceed the amount thereof which has been reported by the Contractor to the Engineer on City of Vallejo-furnished forms properly filled out and executed, including accompanying 409
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documentation as therein required, less the amount of the material incorporated in the work to the time of the estimate. Only materials to be incorporated in the work will be considered. The estimated value of the material established by the Engineer will in no case exceed the Contract price for the item of work for which the material is furnished.

Unless otherwise approved by the Engineer in writing, Contractor shall submit to Engineer on or before the tenth (10th) day of the month, an itemized application for payment for the cost of the work in permanent place, which has been completed in strict accordance with the Contract Documents as of the last day of the preceding month, less amounts previously paid. The application for payment shall be prepared in a form acceptable to Engineer and shall contain itemized amounts in accordance with the Contract Documents. The applications for payment shall not include requests for payment on account of changes which have not been authorized by Change Orders, or for amounts Contractor does not intend to pay a subcontractor because of a dispute or other reason.

If requested by the City of Vallejo, an application for payment shall be accompanied by a summary showing payment that will be made to subcontractors covered by such application, and unconditional waivers and releases of claims and stop notices, from each subcontractor listed in the preceding application for payment covering sums disbursed pursuant to that preceding application for payment.

Contractor
warrants that upon submittal of an application for payment, all work has been performed in strict compliance with the Contract Documents, and all work for which certificates of payment have been previously issued and payment has been received from City of Vallejo, shall be free and clear of all claims, stop notices, security interests, and encumbrances in favor of Contractor, subcontractors or other persons or firms entitled to make claims by reason of having provided labor, materials, or equipment related to the work.

Payment of all, or any part, of an application for payment may be withheld, a certificate of payment may be withheld, all or part of a previous certificate for payment may be nullified and that amount withheld from a current certificate for payment, or the City of Vallejo may withhold from payment, on account of any of the following:

(i) Defective work not remedied;

(ii) Third-party claims against Contractor or City of Vallejo arising from the acts or omissions of Contractor or subcontractors;

(iii) Stop notices;

(iv) Failure of Contractor to make timely payments due to subcontractors for material or labor;

(v) A reasonable doubt that the work can be completed for the balance of the Contract 410
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price then unpaid;

(vi) Damage to the City of Vallejo or others for which Contractor is responsible;

(vii) Reasonable evidence that the work cannot be completed within the Contract time, and the unpaid balance of the Contract price would not be adequate to complete the work and cover City of Vallejo's damages for the anticipated delay;

(viii) Failure of Contractor to maintain, update, and submit record documents;

(ix) Failure of Contractor to submit schedules or their updates as required by the Contract Documents;

(x) Performance of the work by Contractor without properly processed shop drawings; Liquidated damages assessed;

(xi) Any other failure of Contractor to perform its obligations under the Contract Documents.

By resolution of the City of Vallejo’s City Council, a fund has been established, money appropriated in the current budget, and assigned to the account(s) which is/are the sole source(s) of funds available for payment of the Contract price. Contractor understands and agrees that Contractor will be paid only from this special fund and if for any reason this fund is not sufficient to pay Contractor, Contractor will not be entitled to payment.

The availability of money in this fund, and City of Vallejo's ability to draw from this fund, are conditions precedent to City of Vallejo's obligation to make payments to Contractor.

Within thi
rty (30) days of receipt of an approved certificate for payment, properly executed by the Contractor, City of Vallejo’s Engineer and Director, City of Vallejo agrees to pay Contractor, subject to all of the terms and conditions of these Contract Documents, an amount equal to ninety-five percent (95%) of the sum of the following (less any amounts withheld as permitted by the Contract Documents):

Cost of the work in permanent place as of the end of the preceding month as set forth and approved on the certificate for payment; and

Less amounts previously paid.

To the extent anything in this section conflicts with how partial payments are made in accordance with conditional acceptance of the Work and payment within the SOW, the SOW shall control.

8-1.05 PAYMENT AFTER ACCEPTANCE
After the work has been accepted in writing by the Director, as provided in Section 6-1.14, "Acceptance of Contract," payments will be made to the Contractor subject to the 411
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provisions in this Section 8-1.05.

8-1.05A PAYMENT PRIOR TO PROPOSED FINAL ESTIMATE After acceptance of the work by the Director, the Engineer will make an estimate of the total amount of work done under the Contract and the City of Vallejo will make a final monthly payment pending issuance of the proposed final estimate. The City of Vallejo will pay the balance thereon found to be due after deduction of all previous payments, all amounts to be kept or retained under the provisions of the Contract and those further amounts that the Engineer determines to be necessary pending issuance of the proposed final estimate and payment thereon.

8-1.05B FINAL PAYMENT
After written acceptance of the Work as complete by the Director, or the Director’s designated representative, the Engineer will prepare and issue to the Contractor a proposed final estimate in writing of the total amount payable to the Contractor, including therein an itemization of the total amount, segregated as to Contract item quantities, extra work and any other basis for payment, and shall also show therein all deductions made or to be made for prior payments and amounts to be kept or retained under the provisions of the Contract. All prior estimates and payments shall be subject to correction in the proposed final estimate.

The Contra
ctor shall submit written approval of the proposed final estimate or a written statement of all claims arising under or by virtue of the Contract so that the Engineer receives the written approval or statement of claims no later than close of business of the thirtieth day after receiving the proposed final estimate. If the thirtieth day falls on a Saturday, Sunday or legal holiday, then receipt of the written approval or statement of claims by the Engineer shall not be later than close of business of the next business day.

No claim will be considered that was not included in the written statement of claims, nor will any claim be allowed as to which a notice or protest is required unless the Contractor has strictly complied with the notice or protest requirements of the Contract Documents.

On the Contractor's approval, or if the Contractor files no claim within the specified period of 30 days, the Engineer will issue a final estimate in writing in accordance with the proposed final estimate submitted to the Contractor. The City of Vallejo will pay any remaining moneys unpaid and found to be due in the proposed final estimate 35 days after the recordation of the Notice of Completion in the records of the Solano County Recorder's Office as per Section 6-1.14, "Acceptance of Contract”. That final estimate and payment thereon shall be conclusive and binding against Contractor on all questions relating to the amount of work done and the compensation payable therefor.

If the Contr
actor within the specified period of 30 days files claims, the Engineer will issue a semifinal estimate in accordance with the proposed final estimate submitted to the Contractor and within 30 days thereafter the City of Vallejo will pay the sum so found to be due. The semifinal estimate and payment thereon shall be conclusive and binding against the Contractor on all questions relating to the amount of work done and the compensation payable therefor, except insofar as affected by the claims filed within the time and in the manner required hereunder.

To the extent anything in this section conflicts with how final payments are made in 412
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accordance with conditional acceptance of the Work and payment within the SOW, the SOW shall control.

8-1.05C CLAIMS
A. General. A “Cla im” means a written demand or written assertion by Contractor to adjust, alter, modify, or otherwise change the Contract price or the Contract time, or both. All claims filed hereunder shall strictly comply with all requirements of the Contract Documents.

In order to qualify as a “Claim,” the written demand must state that it is a claim submitted under Section 8-1.05C of the Contract Documents. A letter, voucher, invoice, payment application, or other routine or authorized form of request for payment is not a Claim under the Contract Documents. If such a request is disputed as to liability or amount, then the disputed portion of the submission may be converted to a Claim under the Contract Documents by submitting a separate claim in compliance with claim submission requirements.

A Claim must be stated with specificity, including identification of the event or occurrence giving rise to the Claim, the date of the event, and the asserted affect on the Contract price and the Contract time, if any. The Claim shall include adequate supporting data. Adequate supporting data for a Claim for an adjustment of the Contract time shall include scheduling data demonstrating the impact of the event on the controlling operation and completion of the Project. Adequate supporting data for a Claim for an adjustment in the Contract price shall include a detailed cost breakdown of items included within the Claim and documentation supporting each item of cost.

Notwithst
anding and pending the resolution of any Claim, the Contractor shall diligently prosecute the disputed work to final completion of the work. Contractor shall impose the Claim notice and documentation requirements in this Contract on Contractor’s subcontractors of all tiers, and require them to submit to the Contractor all Claims against Contractor and/or City within the times and containing the documentation required by these provisions. The Claim notice and documentation procedure described in these provisions applies to all claims and disputes arising under the Contract Documents, whether or not specifically referred to in any specific portion of the Contract.

If additional information or details are required by the Engineer to determine the basis and amount of any Claims, the Contractor shall furnish additional information or details so that the additional information or details are received by the Engineer no later than the fifteenth day after receipt of the written request from the Engineer.

If the fifteenth day falls on a Saturday, Sunday or legal holiday, then receipt of the information or details by the Engineer shall not be later than close of business of the next business day. Contractor understands and agrees that failure to submit the information and details to the Engineer within the time specified shall be result in Contractor waiving that Claim.

The Contract
or and all subcontractors shall keep full and complete records of the 413
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costs and additional time incurred for any work for which a Claim for additional compensation is made. The Engineer or any designated claim investigator or auditor shall have access to those records and any other records as may be required by the Engineer to determine the facts or contentions involved in the claims. Contractor agrees that failure to permit access to those records waives Contractor’s Claims.

The City of Vallejo, or its authorized representatives, shall have access, upon reasonable notice, during normal business hours, to Contractor and subcontractors' books, documents and accounting records, including but not limited to, bid worksheets, bids, subcontractor bids and proposals, estimates, cost accounting data, accounting records, payroll records, time sheets, canceled checks, profit and loss statements, balance sheets, project correspondence including but not limited to all correspondence between Contractor and its sureties and subcontractors/vendors, project files, scheduling information, and other records of the Contractor and all subcontractors directly or indirectly pertinent to the work, original as well as change and claimed extra work, to verify and evaluate the accuracy of cost and pricing data submitted with any change order, prospective or completed, or any claim for which additional compensation has been requested or claim has been tendered. Such access shall include the right to examine and audit such records, and make excerpts, transcriptions, and photocopies at City of Vallejo's cost.

The parties agr
ee that in the event Contractor or any subcontractor fails to comply with this section, it would be difficult for the City of Vallejo to determine its actual damages; therefore, Contractor agrees to pay City of Vallejo, as liquidated damages, the sum of Two hundred fifty dollars ($250.00), which Contractor agrees is reasonable under the circumstances, for each and every calendar day which Contractor or a subcontractor fails or refuses to provide the City of Vallejo, access to the materials specified in this section.

B. Disputes

Contract Interpretation Disputes: Should it appear to the Contractor that the work to be performed or any of the matters relative to the Contract Documents are not satisfactorily detailed or explained therein, or should any questions arise as to the meaning or intent of the Contract Documents, the Contractor shall give written notice to the City of Vallejo. The Contractor shall bear all costs incurred in the giving of such notice.

All issues regarding the interpretation of the plans or specifications shall be referred to the City for interpretation. The City shall have the right but not the obligation to affirm or disaffirm any interpretation of the plans or specifications, which affirmance or disaffirmance shall be final. If the Contractor should disagree with the City’s decision, the Contractor’s sole and exclusive remedy is to file a Claim in accordance with these provisions.

Work Disputes: Should any dispute arise under the Contract Documents respecting the true value of any work performed, the implementation of the Work 414
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required by the Contract Documents, any Work omitted, any extra work which the Contractor may be required to perform or time extensions, respecting the size of any payment to the Contractor during the performance of the Contract Documents, or of compliance with Contract Documents procedures, the dispute shall be decided by the City of Vallejo and its decision shall be final and conclusive. If the Contractor disagrees with the City’s decision, the Contractor’s sole and exclusive remedy is to file a claim in accordance with these provisions.

C. Delays. As used her ein, the following terms shall have the following meanings:

"Excusable Delay" means any delay of the completion of the Project beyond the expiration of the Contract time caused by conditions beyond the control and without the fault or negligence of the Contractor such as strikes, embargoes, fire, unavoidable casualties, unusual delays in transportation, national emergency, and stormy and inclement weather conditions in which the work cannot continue. The financial inability of the Contractor or any subcontractor and default of any subcontractor, without limitation, shall not be deemed conditions beyond the Contractor's control. An Excusable Delay may entitle the Contractor to an adjustment in the Contract time.

"Compensable Delay" means any delay of the completion of the work beyond the expiration date of the Contract time caused by the gross negligence or willful acts of the City of Vallejo, and which delay is unreasonable under the circumstances involved, and not within the contemplation of the parties. A Compensable Delay may entitle the Contractor to an extension of the Contract time and/or Contract price. Except as provided herein, the Contractor shall have no claim for damage or compensation for any delay, interruption, hindrance, or disruption.

"Inexcusable Delay" means any delay of the completion of the Project beyond the expiration of the Contract time resulting from causes other than those listed above.

An Inexcusable Delay shall not entitle the Contractor to an extension of the Contract time or an adjustment of the Contract price.

The Contractor ma
y make a Claim for an extension of the Contract time, for an Excusable Delay or a Compensable Delay, subject to the following:

1. If an Excusable Delay and a Compensable Delay occur concurrently, the maximum extension of the Contract time shall be the number of days from the commencement of the first delay to the cessation of the delay which ends last.

2. If an Inexcusable Delay occurs concurrently with either an Excusable Delay or a Compensable Delay, the maximum extension of the Contract time shall be the number of days, if any, by which the Excusable Delay or the Compensable Delay exceeds the Inexcusable Delay.

3. If an Inexcusable Delay occurs concurrently with both an Excusable Delay and a Compensable Delay, the maximum extension in the Contract time shall be the number of days, if any, by which the number of days determined pursuant 415
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to Subparagraph (a) exceeds the number of days of the Inexcusable Delay.

4. For a Compensable Delay, the Contractor shall only be entitled to an adjustment in the Contract price in an amount equal to the actual additional labor costs, material costs, and unavoidable equipment costs incurred by the Contractor as a result of the Compensable Delay, plus the actual additional wages or salaries and fringe benefits and payroll taxes of supervisory and administrative personnel necessary and directly employed at the Project site for the supervision of the work during the period of Compensable Delay.

Except as provided herein, the Contractor shall have no claim for damage or compensation for any delay, interruption, hindrance, or disruption. There shall be no Compensable Delay unless the event or occurrence giving rise to the Compensable Delay extends the actual completion of the Project past the Contract time.

The parties agree that the City of Vallejo's exercise of its right to order changes in the work, regardless of the extent and number of changes, or to suspend the work, is within the contemplation of the parties and shall not be the basis for any Claim for Compensable Delay. The rights of the Contractor to adjustments of the Contract time and the Contract sum, based on changes ordered in the work or suspension of the work, shall be governed by this provision.

Notwithst
anding the making of any Claim or the existence of any dispute regarding any Claim, Contractor shall not cause any delay, cessation, or termination in or of Contractor's performance of the work, but shall diligently proceed with performance of the work in accordance with the Contract Documents.

Contractor agrees that th e daily Contractor Delay Damages as set forth in the Proposal Form shall be full compensation to Contractor, all subcontractors and anyone for whom they may be legally responsible, for each day of delay that may be caused by City of Vallejo or anyone for whom City of Vallejo is legally responsible, including but not limited to, extended field costs, extended home overhead costs, impact, inefficiency, unabsorbed home office overhead, under absorbed home office overhead, hindrance, disruption or any other damage arising from delay, no matter how characterized and regardless of the cause, extent or duration of the delay. Inclusion of Contractor Delay Damages within the Proposal Form is solely for the purpose of determining the low bidder and establishing the City of Vallejo’s maximum daily liability as a result of City of Vallejo delays to Contractor, if any, and City of Vallejo has no obligation to pay any daily Contractor Delay Damages except as provided for in these Contract Documents for Compensable Delays. In the event that City of Vallejo becomes liable to Contractor for compensable delays, City of Vallejo agrees to pay Contractor the daily Contractor Delay Damages set forth in the Proposal Form or Contractor’s actual daily delay damages, whichever is le ss, for each day of Compensable Delay as provided for by these Contract Documents.

D. Claim Procedures. Should any clarification, determination, action or inaction by 416
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the City, Work, or any event, in the opinion of the Contractor, exceed the requirements of or not comply with the Contract Documents, or otherwise result in the Contractor seeking additional compensation in time or money for any reason (collectively “Disputed Work”), then the Contractor and the City shall make good faith attempts to resolve informally any and all such issues and/or disputes. The Contractor must file a written Notice of Potential Claim with the City on the form provided in the Contract Documents before commencing the Disputed Work, or within seven (7) calendar days after Contractor’s first knowledge of the Disputed Work, whichever is earlier, stating clearly and in detail its objection and reasons for contending the Work or interpretation is outside the requirements of the Contract Documents. If a written Notice of Potential Claim is not filed within this time period, or if the Contractor proceeds with the Disputed Work without first having filed the notice required by these provisions, the Contractor shall waive any rights to further claim on the specific issue.

The City will review the Contractor’s timely Notice of Potential Claim and provide a decision within fifteen (15) calendar days . The City may require supplemental information from the Contractor to clarify that contained in the Notice of Potential Claim. If additional information or details are needed by the City, then the City will provide a decision within fifteen (15) calendar days after the receipt of the additional requested information; provided, however, a decision from the City must be provided within sixty (60) days from the original receipt of the Notice of Potential Claim by the City. If, after receiving the City’s decision, the Contractor disagrees with the decision, the Contractor shall so notify the City, in writing, within seven (7) calendar days after receiving the decision, that a formal Claim will be filed. The Contractor shall submit the Claim in the form specified herein and all arguments, justification, costs or estimates, schedule analyses, and detailed documentation supporting the Contractor’s position within thirty (30) calendar days after receiving the City’s decision on the Notice of Potential Claim. The Contractor’s failure to furnish notification within seven (7) calendar days and all justifying documentation within thirty (30) calendar days will result in the Contractor waiving all rights to the subject Claim.

If Disput
ed Work persists longer than thirty (30) calendar days after receiving the City’s decision on the Notice of Potential Claim, then the Contractor shall, every thirty (30) calendar days until the Disputed Work ceases, submit to the City a document titled “Claim Update” which shall update and quantify all elements of the Claim as completely as possible. The Contractor’s failure to submit a Claim Update or to quantify all costs and impacts every thirty (30) days shall result waiver of that portion of the Claim for that thirty (30) day period. Claims or Claim Updates stating that damages will be determined at a later date shall not comply with the requirements of these provisions and shall result in the Contractor waiving such Claim(s) and/or Claim Updates.

All Claims must be submitted to Engineer before the issuance of the final estimate.

Contractor hereby expressly waives all Claims not submitted, in complete and proper form, on or before the date of issuance of the final estimate.

417
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Upon receipt of the Contractor’s formal Claim including all arguments, justifications, costs or estimates, schedule analyses, and documentation supporting the Contractor’s position as previously stipulated, the City or its designate will review the Claim and render a final determination within sixty (60) calendar days. If the Contractor’s Claims at project completion total less than $375,000, then claims resolution shall proceed in the manner prescribed by Article

1.5, Chapter 1, Part 3 of Division 2 of the California Public Contract Code.

Claims shall be calculated in the same manner as extra work using the procedures set forth in Section 8-1.02 “Force Account Payment.” This method applies in all cases of Claims, regardless of type, whether in negotiation, arbitration, litigation, and even applies in the event of fault, negligence, strict liability, or tort claims of all kinds, including strict liability or negligence. No other costs arising out of or connected to with the performance of Claims, of any nature, may be recovered by the Contractor. Except where provided by law, or elsewhere in these Contract Documents (if applicable), the City shall not be liable for special or consequential damages, and Claims shall not include special or consequential damages.

Contractor shall be limited in its recovery on Claims to the calculations set forth in Section 8-1.02 of these provisions.

E. Claim Format. Th e Contractor shall submit the Claim justification in the following format:

1. Cover letter an
d certification of the accuracy of the contents of the Claim;

2. Summary of Claim including underlying facts, entitlement, quantum calculations and Contract Document provisions supporting relief;

3. List of documents relating to Claim including plans, specifications, clarifications/requests for information, schedules and others;

4. Chronology of events and correspondence;

5. Analysis of Claim merit;

6. Analysis of Claim costs;

7. Attached supporting documents referenced in Item 3.) above.

F. Mediation. All Claims not subject to the Claim resolution procedures set forth in these provisions shall, as a condition precedent to litigation thereon, first be mediated. Mediation shall be non-binding and utilize the services of a mediator mutually acceptable to the parties, and, if the parties cannot agree, a mediator selected by the American Arbitrator Association from its panel of approved mediators trained in construction industry mediation. All statutes of limitation shall be tolled from the date of the demand for mediation until a date two weeks following the mediation’s conclusion. All unresolved claims shall be submitted to the same mediator. The cost of mediation shall be equally shared. 418
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8-1.06 FALSE CLAIMS
California Penal Code section 72, provides that any person who presents for payment with intent to defraud any district board or officer, any false or fraudulent claim, bill, account, voucher, or writing, is punishable by fines not exceeding ten thousand dollars ($10,000.00) and/or imprisonment in the state prison.

Government Code sections 12650, et seq., pertains to civil penalties that may be recovered from persons (including corporations, etc.) for presenting a false claim for payment or approval, presents a false record or statement to get a false claim paid or approved, or other acts, to any officer or employee of any political subdivision of the State of California. Any person or corporation violating the provisions of Government Code sections 12650, et seq., shall be liable for three times the amount of the damages of the political subdivision, plus a civil penalty, plus costs.

All Claims by Contractor, shall include the following certification, properly completed and executed by Contractor or an officer of Contractor:

I, , BEING THE (MU ST BE AN OFFICER)

OF (CONTRACTOR), DECLARE UNDER PENALTY OF

PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA, AND DO PERSONALLY CERTIFY AND ATTEST THAT: I HAVE THOROUGHLY REVIEWED

THE ATTACHED CLAIM FOR ADDITIONAL COMPENSATION AND/OR EXTENSION

OF TIME, AND KNOW ITS CONTENTS, AND SAID CLAIM IS TRUTHFUL AND ACCURATE; THAT THE AMOUNT REQUESTED ACCURATELY REFLECTS THE CONTRACT ADJUSTMENT FOR WHICH THE OWNER IS LIABLE; AND, FURTHER, THAT I AM FAMILIAR WITH CALIFORNIA PENAL CODE SECTION 72 AND CALIFORNIA GOVERNMENT CODE SECTION 12650, ET SEQ, PERTAINING TO

FALSE CLAIMS, AND FURTHER KNOW AND UNDERSTAND THAT SUBMISSION OR

CERTIFICATION OF A FALSE CLAIM MAY LEAD TO FINES, IMPRISONMENT AND/OR OTHER SEVERE LEGAL CONSEQUENCES.

Contractor ag
rees that submission of a Claim, in strict conformance with all of the requirements of this Contract, and rejection of all or part of said Claim by City of Vallejo, is a condition precedent to any action by Contractor against City of Vallejo, including but not limited to, the submission of a claim pursuant to Government Code section 900, et seq., and the filing of a lawsuit.

Any claim for overhead type expenses or costs, in addition to being certified as stated above, shall be supported by an audit report of an independent Certified Public Accountant provided by Contractor with the claim.

Contractor agrees that any costs or expenses incurred by the City of Vallejo in reviewing or auditing any claims that are not supported by the Contractor's cost accounting or other records, or the Contract, shall be deemed to be damages incurred by the City of Vallejo within the meaning of the California False Claims Act.

Upon final determination of the claims, the Engineer will then make and issue the 419
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Engineer's final estimate in writing and within 30 days thereafter the City of Vallejo will pay the entire sum, if any, found due thereon. That final estimate shall be conclusive and binding against Contractor on all questions relating to the amount of work done and the compensation payable therefor.

8-1.07 CLERICAL ERRORS
Notwithstanding the provisions in Section 8- 1.05, "Payment After Acceptance," for a period of 3 years after acceptance of the work, all estimates and payments made pursuant to Section 8-1.05, including the final estimate and payment, shall be subject to correction and adjustment for clerical errors in the calculations involved in the determination of quantities and payments. The Contractor and the City of Vallejo agree to pay to the other any sum due under the provisions of this Section 8-1.07, provided, however, if the total sum to be paid is less than $200, no payment shall be made.

8-1.08 THIRD-PARTY CLAIMS
The Contractor shall be responsible for all bonafide third-party claims, and for costs or injuries incurred by a third party to the extent to which such claims resulted from the operations of the Contractor, or its performance under the Contract.

8-1.09 MISCELLANEOUS PROVISIONS
This Contract shall bind and inure to the heirs, devisees, assignees, and successors in interest of Contractor, and to the successors in interest of City of Vallejo, in the same manner as if such parties had been expressly named herein.

This Contr
act shall be governed by the laws of the State of California.

If any one or more of the provisions contained in the Contract should be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

This Contract constitutes the full and complete understanding of the parties, and supersedes any previous agreements or understandings, oral or written, with respect to the subject matter hereof. The Contract may only be modified by a written instrument signed by both parties.

The provisions of the Contract Documents shall be included or incorporated by reference in all subcontracts.
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Exhibit I
Certificate of Liability Insurance

421
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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be e ndorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
4,000,000
1,000,000
1200 North Mayfair Road, Suite 100
D
USA
X
X
1,000,000

ACCIDENT FUND INS CO OF AMER

CONTINENTAL INS CO

TRAVELERS PROP CAS CO OF AMER

PHOENIX INS CO
6076540927X
Milwaukee, WI 53226
1,000,000
Milwaukee, WI 53223
10,000
300,000
C
Badger Meter, Inc.

X
10166
35289
Vallejo, CA 94589
25674
25623
A 01/01/24X
X
X
certificate holder is included on the workers' compensation policy. 1,000,000
contract. Additional insured status is included on the Auto Liability policy. A waiver of subrogation in favor of the completed operations of the Contractor, and premises, owned, occupied or used by the Contractor when required by written 1,000,000
Liability with respect to liability arising out of activities performed by or on behalf of the Contractor, products and The City of Vallejo, its officers, officials, employees and volunteers are included as additional insured on the General Re: City of Vallejo No. 21-1003
2,000,000
X
5,000,000
B
01/01/24
202 Fleming Hill Road
1-414-443-0000
X
02/03/2023
4545 West Brown Deer Road
X
Y660 268J2023
01/01/23
X
10,000
01/01/24
01/01/24
810 2L694073
UH WCP 100074452 01
5,000,000
Brown & Brown Inc.
diannewandel
67777598
67777598
01/01/23
01/01/23
X
1,000,000
City of Vallejo Water Department
01/01/23
X
422
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DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 03 13 C (Ed. 7-09)

 

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT −CALIFORNIA

We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.)

You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be $ See Below

Schedule

Person or Organization Job Description
Any person or organization for which the employer
has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for
purposes of work performed by the employer in
Missouri, this waiver of subrogation does not apply to
any construction group of classifications as
designated by the waiver of right to recover from
others (subrogation) rule in our manual.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.

(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)

Endorsement Effective: 1/1/2023 Policy No. UH WCP 100074452 01 Endorsement No.

Insured: Badger Meter, Inc.

Insurance Company: Accident Fund Insurance Company of America Countersigned by _____________________________

WC 99 03 13 C
(Ed. 7-09)
427
'RFX6LJQ(QYHORSH,'
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&$(&$

Exhibit J
Performance and Payment Bonds

428
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Exhibit K
Statement of Work

437
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Statement of Work/Project Plan
Page | 1
Statement of Work/Project Plan
The City of Vallejo, CA
Prepared By: Badger Meter

3/29/2023
All information herein is proprietary to Badger Meter, Inc. and is disclosed in confidence to recipient only for evaluation purposes approved in advance by Badger Meter, Inc. Recipient agrees not to (1) use such information for any other purpose, (2) disclose any of such information to others, (3) reproduce this document in whole or part, and (4) transfer such information to other documentation. Notwithstanding the foregoing, the information contained herein may be disclosed by the City of Vallejo pursuant to a bonafide open records request that is made in accordance with any applicable state or municipal law; provided, however, there are no applicable exemptions under such laws for the information contained herein that would exempt disclosure.
©2023 Badger Meter, Inc. All Rights Reserved.
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Table of Contents Page Numbers are subject to change

1. Introduction and Scope ................................................................................................................... 4

1.1 Document Scope ...................................................................................................................... 4

1.2 Introduction to Project & Products ............................................................................................. 4

1.3 Project Goals ............................................................................................................................ 4

2. Project Resources & Stakeholders ................................................................................................. 6

3. Project Assumptions ....................................................................................................................... 7

4. Project Phases, Milestones & Deliverables ..................................................................................... 9

4.1 Project Phases ......................................................................................................................... 9

4.2 Project Milestones .................................................................................................................. 10

5. Projected Project Timeline & Schedule ......................................................................................... 13

6. Pre-Construction Meeting & Team Communication Plan .............................................................. 13

6.1 Pre-Construction Meeting ....................................................................................................... 13

7. Quality Control & Risk Management Plan ..................................................................................... 17

7.1 Quality Control ........................................................................................................................ 17

7.2 Risk Management Plan ........................................................................................................... 18

8. Ordering of Equipment/Materials .................................................................................................. 20

9. Software, Interfaces & Testing ...................................................................................................... 21

10. IDA Acceptance/IDA Field Test .................................................................................................... 28

11. Acceptance Criteria of Badger Meter Deliverables ........................................................................ 30

12. System Performance & Acceptance ............................................................................................. 31

12.1 Initial Deployment Area (IDA) ................................................................................................ 31

13. Meter and Endpoint Installations ................................................................................................... 35

14. Payments & Invoicing ................................................................................................................... 37

14.1 Contractor Invoicing – Workflow ........................................................................................... 37

14.2 Invoici
ng Procedure .............................................................................................................. 38

14.3 Internal Project Acceptance .................................................................................................. 38

14.4 External Project Acceptance ................................................................................................. 38

15. Change Management ................................................................................................................... 39

15.1 Internal Change Management ............................................................................................... 39

15.2 External Change Management ............................................................................................. 39

15.3 Change Order – Workflow .................................................................................................... 39

16. Software Interfaces ....................................................................................................................... 40 439
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17. Training ........................................................................................................................................ 42

17.1 Training Phase I: Endpoint Installation .................................................................................. 42

17.2 Training Phase II: BEACON AMA Software .......................................................................... 44

17.3 Training Phase III: BEACON AMA Software ......................................................................... 46

18. Project Closeout ........................................................................................................................... 47

18.1 Project Completion ............................................................................................................... 47

18.2 Project Closeout Activities .................................................................................................... 47

19. Installation Services Statement of Work........................................................................................ 49

19.1 Outside Meter Installation ..................................................................................................... 49

19.2 Professional Services ........................................................................................................... 51

19.3 Electronic Mass Meter Change Out (MMCO) Interface ......................................................... 51

19.4 Inventory Management ......................................................................................................... 52

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1. Introduction and Scope

1.1 Document Scope
This preliminary project plan describes the Badger Meter Scope of Work (SOW) for the City of Vallejo (City). Deliverables, process, requirements, and general project information have been included.

Badger Meter has a history of successful AMR/AMI implementations over the past 20 years, beginning when AMR systems were first deployed. Badger Meter has managed turnkey deployments as small as 100 meters and as large as 195,000 meters, with implementation project durations ranging from a few weeks to five years. To date, all our managed projects have been completed on time and Badger Meter has not incurred any liquidated damage due to poor performance. We pride ourselves on not only completing projects on time, but also with the highest level of customer satisfaction. We view the deployment not as a one- time project, but rather as the first phase of an ongoing relationship that will ultimately result in our ability to work with the utility when the next meter reading technology needs to be deployed.

Our project management group averages over 20 years of project experience with an average of more than eight years within the water industry specifically.

1.2 Introduction to Project & Products
Badger Meter will provide the City our BEACON AMA Cellular solution system implementation that will cover approximately 38,400-meter services over 20-month period (Project). The first 8 months of the project will include the completion of all required system integration development/ testing, customer outreach efforts, and Phase 1 (IDA) material procurement. The remaining 12-months will be for installation of the remaining meters (Full Deployment locations). Installation schedules will be developed and updated throughout the installation process, with input from the City to mitigate potential impacts to ongoing meter reading operations.

1.3 Project Goals
To ensure the project remains on schedule, there are certain objectives all parties must adhere to as detailed below.

Billing system interface must be completed within 60 to 90 calendar days of the written Notice to Proceed (NTP), which will require ongoing coordination among and between the City, the City’s billing system vendor (HTE), and Badger Meter and which comprises the installation of the initial 10- 24 meters with support and resources allocated for the project by the City.

Badger Meter shall be responsible for engaging and managing the integrations of the Beacon system and between the City, Concord Utility Services, Inc., Badger’s Installation Contractor for meter installation (CUS), and the City’s billing system to maintain and support project milestones.
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The City will review action items from Badger and respond within 7 calendar days. The response may include immediate action / approval from the City or the estimated period the City will require to complete / approve the requested action. Action items may include but are not limited to change orders, special account approvals as they may relate to the inability to locate a meter pit, or plumbing work needed at a specific site location and additional work otherwise not noted in this SOW and required to ensure the project stays on schedule.

Installation services on all in- target accounts shall be completed within the specified contractual timeframe as outlined in the project schedule, which shall not exceed 620 calendar days from date of the written NTP. The City shall release routes for installation in a timely manner and as specified herein, which shall be mutually agreed upon during the pre- construction meeting by and among the City, Badger Meter, and CUS. 442
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2. Project Resources & Stakeholders
Contact Title Department Responsibilities
Mark Leveille
Sales Director /
Western Regional
Manager
Sales
Western Regional Manager responsible
for the overall project success and
customer experience
Jimmy Terry
Senior Utility Solution
Manager – National
Strategic Accounts
Sales
Senior Client Partner – Ensures the
proposed solution meets or exceed
customer’s expectations
Ryan Fenton Sales Manager Sales Account Management for the City Brian Helphand Account Manager Sales Account Management for the City Santiago
Speranza, PMP PMO Manager PMO
The PMO Manager will manage and
support the Sr. Project Manager, and
assist with integrating high level issues
within other Badger Meter departments
along with providing best in class
customer support
Gavin Dowdy,
PMP
Senior Project
Manager PMO
Responsible for coordinating training and
interface work with the City and Badger
Meter.

Kat Sirico Associate Project
Manager PMO Supports the Sr. PM on all project related
activities.

Joe Lucia
Manager, Field
Services Sales
Support (FSSS)
FSSS Supports project activities through
training activities
Jenny Dunk Contract Manager Bids and
Contracts
Manages the Contract alongside the Sr.

Project Manager throughout the project to
ensure all project deliverables are being
met and successfully provided
Thomas
Dillemuth
Senior Manager of
Customer Care
Customer
Care
The Sr. Customer Care Manager ensures
product is ordered, invoiced, and
available to meet the timelines set forth in
the project
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3. Project Assumptions
• Badger Meter and the City will provide suitably trained and skilled resources to support the project effort and timeline agreed upon by both parties. City staff shall be familiar with its present IT operations as they relate to the project components. • The lead project manager assigned to this project, Gavin Dowdy , PMP, will be responsible for the management of all Badger Meter and CUS resources, Badger Meter deliverables and action items, and the contractual obligations of the project plan that are under the control of Badger Meter.
• Badger Meter will identify and be responsible for any third- party contractors/consultants contracted by Badger Meter for the project, including CUS. Where CUS is referenced in this document, Badger Meter, as prime contractor, is ultimately responsible for fulfillment of the requirements.
• Badger Meter will perform most project work off -site, including the interface workshops , software training activities , and other action items as appropriate. Badger Meter project management pricing already includes reasonable travel costs. If any additional or unpredicted on-site travel is determined to be necessary, Badger Meter will work with the City to bill this additional travel.
• Quantities provided by the City are the best available estimates on actual quantities Badger Meter may locate in the field. Should ultimate quantities vary from those estimated, the unit prices shall remain as presented under the final price proposal. • Pricing assumes that water meter exchanges are like- for-like with the same lay and length without major plumbing (i.e. - installation of new piping) or excessive excavation (i.e. - digging to uncover a buried meter) needed to complete the exchange. Like-for-like meter exchanges shall include interchangeability of 3/4" and 5/8” meter sizes, as the City anticipates changing all 5/8” services to 3/4” meters. If the City chooses to retrofit current meters, pricing assumes compatible meters or registers for the retrofits.
• Pricing does not include testing of new or removed meters. Pricing for such services is available on request.
• B adger Meter will assist with an iterative review process and troubleshooting of the ‘Accounts and Assets’ file (also known as the BEACON import file or the system sync file or the meter provisioning file) and formatting of the billing reads export data to fit the client’s billing system requirements.
o The City’s Billing System must provide an ‘Accounts and Assets’ file within 1 month of the NTP so there is sufficient time to review the file and make necessary corrections.
o Badger Meter will provide the City’s billing vendor with all feedback from the full review of the ‘Accounts and Assets’ file within five business days of receiving the import file from the City’s Billing System.
 It is the City’s Billing System vendor HTE’s responsibility to assist the City with any field alterations needed in the billing system. 444
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 Badger Meter will highlight which fields need to be addressed by the City’s Billing System and the City.
o The review of the ‘Accounts and Assets’ file is expected to be an interactive process. However, if there are more than five iterations of review and corrections, or if Badger Meter takes more than five business days between each iterative review, or if the City’s billing v endor takes more than five business days between each iterative correction, then the billing integration timeline may need to be re- evaluated.
o Once the ‘Accounts and Assets’ file is confirmed by Badger Meter, the City’s Billing System, and the City, Badger Meter will create and provide a billing read extract file to the City’s billing vendor within three business days.  The City’s Billing System will need to provide the data schema and mapping specifications.
 The City will have ten business days to confirm the structure and accuracy of the billing reads file.
o Only importing the ‘Accounts and Assets’ data and exporting the billing reads data are accounted for within the scope of a billing integration. Other data tr ansfer or data transfer or functionality configuration must be defined in a different scope of work.
o Badger Meter will attend periodic interface and integration meetings with the City and all involved vendors to discuss and resolve issues related to the integration and interfacing.

• Ongoing support and responsiveness shall be provided by the City with respect to its billing vendor as necessary for all project requirements and interfacing with CUS and Badger Meter. 445
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4. Project Phases, Milestones & Deliverables

4.1 Project Phases

4.1.1 Initial Deployment Area (IDA)
Bench Test Phase
• This phase will demonstrate basic network connectivity, system functionality and test endpoint configurations. Approximately 20 meters of a variety of sizes and types, will be identified by the City. These meters may be on a test bench or in field locations where the City can test meter / endpoint configuration and functionality. The City will install meters and endpoints for this phase.
• Badger Meter will provide endpoint installation training and materials, stand up the headend and establish on-line connectivity with the City. Any training will be billed according to the Master Contract for AMI Turnkey Project Goods and Services (“Agreement”) with the City.
• Testing will rely on City access to the headend to observe, train and verify endpoint configurations, verify meter resolution, and test alarm conditions as applicable.
• Badger Meter will assist in troubleshooting and correcting issues identified by the City during this phase.
• This phase is anticipated to last for 3 months.

Field Test Phase
• This phase will include the field deployment of meters and endpoints on a subset of the City meter population. The meters / endpoints will be geographically like represent one billing route. This phase will test the functionality of the system to read meters and generate bills. • The location and number of meters will be determined during the Pre- Construction Meeting / Workshop. CUS will install the meters and endpoints 446
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using their Work Order Management (WOM) system, ensure the City has access to the WOM and provide basic training on its use. • Integration with Billing System will be completed and testing during this time. • All integrations and testing must be completed during this phase. • Badger will provide timely training to facilitate full use of the Badger Beacon AMI solution in support of the City’s business process changes required to operate the AMI solution during the Field Test phase.
• After installation of the IDA Field Test Phase meters, Badger Meter may continue to install meters for the Full Deployment Phase unless the City identifies issues and concerns during the testing. Upon notice from the City’s Project Manager, Badger Meter will cease all meter installations until the City issues and concerns are resolved.

This phase is anticipated to last for 2 to 6 months.

4.1.2 Full Deployment Phase
The full deployment phase will include installation of all remaining meters and endpoints and connection to the AMI network.

4.2 Project Milestones
• BEACON Advanced Metering Analytics (AMA) system configuration with the City’s Billing System; Estimated completion is 60 to 90 calendar days from the date of the pre- construction meeting.
• Bench Testing will take place on a dedicated meter test bench or in a limited area where a limited amount meter hardware can be deployed and tested o This will test basic connectivity between the meter, endpoint, and BEACON • CUS mobilization: Estimated completion is 30 to 45 calendar days from the date of the pre-construction meeting.
• Field Testing will take place with no more than 500 meters o The Field Test phase will include planning for the “go-live” date and 1-2 months of parallel manual reading to determine AMI accuracy. The same data sets and data points captured by the current meter and captured by the newly installed meter should be substantially identical during parallel meter reads . If there is a discrepancy between the data from the current meter and the newly instal led meter, Badger and CUS will resolve any discrepancies with the metering system to the satisfaction of the City provided the issue was caused by CUS workmanship and/or Badger Meter Products
• Total IDA Phase will last approximately 6 to 9 months from the pre-construction meeting.

Mobilization will occur while City completes IDA bench or limited field testing, and the schedule will be adjusted if necessary, during the data integrations. 447
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Statement of Work/Project Plan
Page | 11
• Installation of approximately 38,258 meters will take place over a 12-month period • System testing and final acceptance by the City Council: Estimated completion is 60 days from the end of the meter installations , issue resolutions and acceptance by the City’s AMI project Manager.
• Training phase I to be completed within 90 days from the beginning of meter installations. • Training phase II to be completed once a minimum of 500 meters are installed and operating in the BEACON AMA System.
• Training phase III can be utilized by the City, as deemed necessary for new employee onboarding and system training, all training sessions must be completed within three years of the date of the NTP.
• Key objectives of this project include:
o Community awareness and support for the project led by the City o Personnel awareness and support of the project by the City o Minimal disruption/impacts to the City residents and businesses by all project parties involved
o Smooth transition to AMI with minimal disruptions/impacts to the City o Successful meter installations and network activation of endpoints completed by CUS and Badger Meter
o Substantial route completion (meter installations)
o Personnel acceptance and utiliz ation of the new technology in conjunction with current best practices in place by the City
o Successful rollout and consumer participation in the EyeOnWater portal 448
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Statement of Work/Project Plan
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Workshops
Workshop Description Onsite or
Virtual
Pre-Construction
Meeting
Meeting with all project personnel to review and agree on timeframes for work, CIS integration, installation roll out, and all applicable trainings
Onsite
Interface Design
Discussions with the City and vendors on Mass Meter Change Out (MMCO) and billing Integrations (Badger Meter to the City’s Billing System), data elements, business rules, formats, processes.

Virtual
Interface Test
Planning
Use case development, testing environment/data requirements, and test execution planning Virtual
Deployment
Planning
Includes field tools and procedures, “slow start” phase plans, QA/QC processes, installer training, and community outreach planning
Virtual
Badger Meter
Training
Training of the City employees on all Badger Meter products both hardware and software Onsite

449
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Badger Meter, Inc.

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Statement of Work/Project Plan
Page | 14
to the 100% QA/QC conducted by the CUS Team, Badger Meter will also QA/QC all project data provided by CUS prior to invoicing The City to ensure accurate records are both within the system as well as being billed for. Furthermore, Badger Meter will also randomly audit installation work both while onsite for project visits as well as through the utilization of the PeakWorkflow System.

QA/QC Process:

QA starts prior to installation by developing project specific standard operating procedures with defined and tested data flow processes. During the installation process CUS implements a field deployed managed workflow with built-in controls ensuring sequence and accuracy of data inputs. Post installation, our QA Team reviews 100% of completed work orders, concentrating on data integrity and quality of installation through photo and data comparisons.

Failed work orders are escalated to a project manager and initiate a field audit by project lead or qualified technician, ensuring all data and quality requirements are met, prior to processing the daily work order file to a hosted SFTP site, for retrieval and import into CIS by the utility.

Data Quality Checks:
• Validate Location by comparing address and old meter number. • Old and new meter ID
• Old and new meter size
• Old and new read
• Old and new register ID
• Old and new radio ID
• Lid and box information
• Sub-meter GPS location
• Name of Installer
Installation Quality Checks: Comparing as-found condit
ions versus post-install conditions.
• Meter valve On/Off position ensuring service is restored or matches the “as-found” condition.
• Direction of meter flow (by indicator arrow).
• Validate Size of meter and register
• Water flows through hose bib ensuring air is removed from the customer line. • General site conditions, dirt levels, housekeeping, and workmanship. • Lid and box flush to avoid trip hazard.

RTU Review Process: Proven to be the most efficient and successful process to saturate and complete routes within cycles.

The installation team shall make three attempts to complete an installation work order.

1. Attempt 1 – (Initial Visit) The meter technician makes an initial attempt, if unable to complete the work order, the technician records the attempt by entering condition assist code in WOMS. Condition Assist Codes include, but are not limited to, 451
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Badger Meter, Inc.

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Statement of Work/Project Plan
Page | 15
damaged infrastructure, unable to locate, direct connect, found leak, damaged/leaking angle/curb stop, unable to operate angle/curb stop, obstructed service, no access, locked gate, box relocation required to access meter, theft/tampering, etc.

2. Attempt 2 – Return to CUS (RTC) – The work order status is changed to RTC and escalated to a project manager or project lead. The PM or PL will make a second attempt to perform th e installation or validate the condition causing an assist code and preventing a completed install. If the PM/Lead are unsuccessful in their second attempt and the work order requires assistance from utility, the work order will be escalated to the city, as an RTU-Review, with the matching assist code. If the work order requires additional (future) work by CUS, the work order status will remain an RTC.

3. RTU-Review Process: Each RTU Review Item (after 2
nd attempt) is recorded in Peak
Workflow and exported to the project WOMS SFTP site, as an aggregate list of RTU- Review work orders. Typically, a standing weekly RTU -Review call is scheduled, between Utility and Project Manager, to resolve each Review Item. Once resolved, each work order is placed back into the installation queue. Each resolved item will be removed from the RTU -Review list (automated) as the Work Order Status changes (RTU-Review to Closed) and it moves through the installation process.

4. Attempt 3 – After the RTU Review resolution, the work order will be reassigned, and a technician will return to perform the installation and complete the work order (3
rd attempt). If unable to complete after third attempt, the PM will present the work order to the City as RTU-Complete, with appropriate condition assist code. 1) RTU Complete – Returned services will be reviewed during weekly status report meetings, in which a strategy will be developed to resolve the work order, resulting in Attempt 4 and additional fees, or it will be agreed upon with the City that the work order shall be considered unable to complete by the installation contractor, and accepted as an RTU-Complete and shall be removed from the installation requirements

452
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Statement of Work/Project Plan
Page | 16
Team Communication Plan
Communication Stakeholders Involved Purpose Frequency Type/Method Initiation meeting
All primary
stakeholders
,
sponsors
Gather information
for initiation plan
Before project
start date Meeting
Pre-construction
meeting All stakeholders Distribut e project
plan
Pre-
construction
meeting
Meeting
Project kick off Badger Meter, the
City, an
d CUS
Communicate plans
and stakeholder
roles/responsibilities
Near project
start date Meeting
Status reports Project team
Update
stakehol ders on
progress of the
project
Monthly Meeting/report
Team meetings Project team
To review de
tailed
plans (tasks,
assignments, and
action items)
Weekly Meeting
Quarterly project
review Project team
Review ov
erall
health of the project
and highlight areas
requiring action
Quarterly Meeting/report
Post project
review
Project team, key
stakeholders
, and
sponsors
Identify
improvement plans,
lessons learned and
review
accomplishments
End of project Meeting/report

453
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Statement of Work/Project Plan
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7. Quality Control & Risk Management Plan

7.1 Quality Control
The project will utilize the Badger Meter standard quality management plan which will be developed during the planning process . Quality control is utilized across all aspects of the project including installation processes, auditing, data checking, training, and automated systems.

CUS will actively manage all project data in an electronic method that eliminates data errors with their Work Order Management System (WOMS). CUS is responsible for preventing, identifying, and correcting all data errors. All data will be collected electronically. Proact ive and continued improvement of data management processes will be provided.

CUS will manage the following types of data:
• Installation account data
• Inventory data
o CUS is expected to manage inventory data (meter serial number) from the time of acceptance through installation, to the time of invoice to Badger Meter • GPS data
• Invoice data
• Quality control metrics
• Project work metrics
Most importantly, CUS processes ensure all installation data reported is 100 percent accurate.

Installation data includes but is not limited to the following:
• New and old meter serial numbers
• New encoder and endpoint serial numbers
• GPS coordinates
• Account data
• Time data
• Final read picture
• Final meter read
• Installation notes
• Installation type
• Skipped installation reason and description
Any installation accounts with inaccurate or missing account data will not be accepted and will require a CUS installer to correct the data. CUS is expected to utilize automated methods to ensure data integrity is upheld.
454
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Statement of Work/Project Plan
Page | 18
CUS is expected to adhere to the following best practices to help ensure data integrity:
• All pertinent data is required to be stored by CUS in a redundant back -up system to prevent data loss
• Use of images for meter, encoder, and transmitter serial numbers • Keystroke verification to identify mistyped data
• Sub-meter GPS data collected at time of original installation • Duplicate data checking
• Verification of meter, encoder, and transmitter serial numbers by comparing to inventory data provided by Badger Meter
• Data verification will be completed by a CUS quality specialist • CUS is expected to retain all project data for the duration of the project CUS will transmit electronic installation data to the City on a weekly basis in the file format acceptable to the City.

Any customer issues that arise will be addressed within 48 hours by the City and Badger Meter.

7.2 Risk Management Plan

7.2.1 Purpose of the Risk Management Plan
A risk is an event or condition that, if it occurs, could have a positive or negative effect on a project’s objectives. Risk management is the process of identifying, assessing, responding to, monitoring, and reporting risks. A risk management plan will be developed during the planning workshops and defines how risks associated with the City project will be identified, analyzed, and managed. It should outline how risk management activities will be performed, recorded, and monitored throughout the lifecycle of the project and provides best practices for recording and prioritizing risks.

The risk management plan is created by the Badger Meter project manager and is monitored and updated throughout the project.

7.2.2 Risk Management Process
The Badger Meter project manager will work with the project team to ensure that risks are accurately identified, analyzed, and managed throughout the life of the project. Risks will CUS installation
data
City’s Billing
Vendor

BEACON AMA
(installation data)
City’s Billing
Vendor
(installation data
with reads)
455
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Statement of Work/Project Plan
Page | 19
be identified as early as possible in the project so as to minimize their impact. The steps for accomplishing this are outlined in the following sections.

7.2.3 Risk Identification
Risk identification will involve the project team, appropriate stakeholders, and will include an evaluation of environmental factors, organizational culture, and the project management plan including the project scope. Careful attention will be given to the project deliverables, assumptions, constraints, cost/effort estimates, resource plan, and other key project documents.

A Risk Management Log will be generated and updated as needed and will be stored electronically in the project library.

7.2.4 Risk Analysis
All risks identified will be assessed to identify the range of possible project outcomes.

Qualification will be used to determine which risks are the top risks to pursue and respond to and which risks can be less of a focus.

Below is the Badger Meter Risk Management process:

Risk identification
Risk impact
assessment
Risk prioritization
Risk mitigation
planning,
implementation,
and progress
monitoring
456
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Statement of Work/Project Plan
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8. Ordering of Equipment/Materials
Badger Meter will manage and communicate product lead times to the City when orders are received. Badger Meter will be primarily responsible for placing orders with enough lead time to prevent schedule delays. Badger Meter will abide by the estimated production lead times listed below as best as possible based on ongoing product demand and other factors that could affect order lead times. Each order will be reviewed and approved by the City before it is released.

Deliverables Lead Times
5/8 inch to 1 inch Disc meters ~16 – 18 weeks
HR-E registers ~16 – 18 weeks
ORION Cellular endpoints ~22 – 24 weeks
Training ~8 weeks

457
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Statement of Work/Project Plan
Page | 21

9. Software, Interfaces & Testing
Prior to installing meters and endpoints in the IDA Bench Test phase, the initial set up of the system and testing will occur. It will involve the installation of 10-24 meters/endpoints along with training of key subject matter experts to perform proper system set up and testing.

Billing Interface: Badger Meter, CUS, the City, and City Billing System Software will work together to ensure that a proper billing interface is in place prior to installations and mass deployment.

Installation Data: CUS will provide the installation data in a CSV format to the City. The data will then be imported by the City into their billing system, and the City will use the billing interface so that it can be entered into the BEACON AMA system. CUS and Badger Meter will work collaboratively with the City to facilitate these transitions to be as smooth as possible.

Software: The software will include BEACON Advanced Metering Analytics (AMA). Interface Management: The following table provides detailed responsibilities for Badger Meter for each specific step in developing, testing, and managing the interfaces.

Test Phase Badger Meter Responsibilities Responsibilities of the City Application
Testing
• BEACON AMA interface
requirements/specifications
• Review and analyze requested
field data for Billing Software
storage
• Work with the City on data
setup/questions
• BEACON AMA/Billing System
Software data gap analysis
• Develop BEACON AMA test
cases
• Test case execution and
validation between BEACON
AMA and Billing System
Software
• Verification of physical meter
and endpoints (first article
testing)
• Review
requirements/specifications
• Decisions on field data to be
collected and stored in
Billing System Software
• Provide production level
Billing System Software
meter and account data
• Work with CUS/Badger
Meter on data
setup/questions
458
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Statement of Work/Project Plan
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Systems
Integration
Testing
• Work with the City on data
setup/questions
• Develop test cases for BEACON
AMA integrations and use cases
(e.g., meter changeout,
inactivations)
• Test case execution and
validation of BEACON AMA
integrations and use cases.
• Billing System Software test
environment/support
• Work with CUS/Badger
Meter on data
setup/questions
User
Acceptance
Testing
• Co-develop test
cases/acceptance criteria for

BEACON AMA
• Assist with setting up data to
support test cases for BEACON
AMA
• Support test case execution and
validation for BEACON AMA
• Billing System Software test
environment
• Co-develop test
cases/acceptance criteria
• Assist with setting up data to
support test cases
• Execute test cases
• Validate results

459
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Statement of Work/Project Plan
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Subject Matter Expert Training
Training will be performed on-site at the City for all formal training sessions.

Sample One-Day Installation Training (Class of up to 5 people) The below agenda is for interface compatibility purposes. This goal is to create subject matter experts of the C ity’s staff for endpoint installations. This obtained “early” knowledge received prior to the full deployment will assist in the guidance of training and deployment as the project progresses.

Times Subject Notes Suggested Attendees Possible Other
Attendees
30 min Overview of
ORION Cellular
General explanation
of how the endpoints
function and interact
with the BEACON
AMA software
Key installers Managers
30 min Assets Endpoints:
• Available
• Pre-
provisioned
• Provisioned
Key installers Managers
1 hour Installation of
meters and
endpoints (in
classroom)
• Installation
considerations
• Activation
FOB
• Installation
form splicing
wire
• Endpoint
status tool
Key installers Managers
4 hours Installation of
meters and
endpoints
At meter locations
and with trainer
supervision
Key installers Managers
Sample BEACON AMA Subject Matter Expert Training
This training occurs approximately two months after the subject matter expert installation training. It is dependent on the completion of the Billing System Software and BEACON AMA interface using the data from the installed endpoints. The agenda below is for interface 460
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Statement of Work/Project Plan
Page | 24
compatibility purposes. This goal is to create subject matter experts for the BEACON AMA software, testing, and data verification.

Times Subject Notes Suggested Attendees
1 hour BEACON AMA
overview
General overview of

BEACON AMA
software
Key billing clerks,

BEACON AMA
administrators
1 hour Monitor Page Data verification and
format
Key billing clerks,

BEACON AMA
administrators
1 hour Data export Extracting data via
exporting. Custom
report writing with
export fieldsets.

Key billing clerks,

BEACON AMA
administrators
1 hour Billing cycle Steps of a billing
cycle
Key billing clerks,

BEACON AMA
administrators
30 min Users Adding staff and
assigning roles

Key billing clerks,

BEACON AMA
administrators
30 min Questions Key billing clerks,

BEACON AMA
administrators
Installation Data: The installation data will then be imported by the City into their own billing system, and the City will use the billing interface so that it can be entered into BEACON AMA.

CUS and Badger Meter will work collaboratively with the City to facilitate these transitions to be as smooth as possible.
461
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Badger Meter, Inc.

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Statement of Work/Project Plan
Page | 26
web interface and generation of the meter exchange/MMCO, file to Billing System Software specifications).

Billing System Software will test the functionality of generating full sync files (meter and account data) to BEACON AMA as well as the return and processing of the AMI billing reads.

CUS will work with Badger Meter to test the functionality of processing Billing System Software’s meter and account (sync) data and creating AMI read data for Billing System’s Software.

An initial set of meters will be delivered to the City to ensure that each meter is properly inspected for configuration, materials, functionality, and identification. These meters should be installed to conduct the ful l integration testing. The city will be installing the meters and Badger Meter must be notified of the order for products in a timely matter to ensure alignment to project schedule.

System Integration Testing (SIT): The main objective is to prove end-to-end testing (meter reading to customer bill) across all software applications of field devices through the communications network to BEACON AMA as well as test CUS’s WOMS to the Billing System Software and Billing System Software to and from the BEACON AMA i nterfaces.

This ensures that specified integration requirements are met, and data is accurate and timely. This phase of testing requires a sandbox testing environment to test the WOMS, BEACON AMA, customer portal, and Billing System Software’s hardware and software system components.

During this phase, it is also recommended to perform “real world” testing that validates whether the system can support daily business operational and user requirements (e.g., new services, inactivation, route changes).

Here is a general testing sequence which can be finalized during the Testing Definition workshop:

1. Badger Meter will provide a general format to the City’s Billing System Software system to create a ‘sync’ file and the Billing System Software system will be programmed to create the sync based on the required Badger Meter layout.

2. Once that Sync file is created, Badger Meter will manually review the file against the Badger Meter format to identify any errors to be corrected by the Billing System Software vendor.

3. Once the City and Billing System Software approves the file, the file is imported to a BEACON AMA test system to validate data format and content accuracy the file will be passed to Badger Meter for final approval.

4. Upon Badger Meter approval, a sample billing read file will be created for testing, within the Billing System Software test environment. The billing read file is then 463
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Statement of Work/Project Plan
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verified in the Billing System Software system and the interface will then be deemed production (or UAT) ready.

With the assistance of Badger Meter, the City will document test cases for each system integration interface scenario and manage the end- to-end integration testing of all solution interfaces. Multiple test cases covering all possible scenarios (sizes, retro, etc.) will be developed and executed, such as the following:
o CUS to Billing System Software: MMCO
o CUS will create various MMCO files, and validates Billing System Software required format is accurate
o Various MMCO files imported to Billing System Software’s test environment will be validated for successful import and all appropriate Billing System Software data fields are updated
o Billing System Software to BEACON AMA (sync and reads) User Acceptance Testing (UAT): Use cases and test cases will be co- developed by the City to cover the primary AMI and Billing System Software billing scenarios. Thorough UAT will capture potential inconsistencies and facilitate resolution. New and redesigned business processes may also be tested during UAT.

Once the application, system integration, and user acceptance testing has been completed, the City will install meters in the IDA for testing before mass deployment starts. This allows for validation of daily reads and general daily operation monitoring and testing on a small and controlled scale.
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10. IDA Acceptance/IDA Field Test
After successfully completing all other test phases and prior to the commencement of mass deployment, CUS shall install a defined set of meters and endpoints on one or more of the City’s routes, following the installation procedures proposed by Badger Meter.

At least two months in advance of planned installations, the City must provide the details of the accounts to be released. Badger Meter will place an order for products based on the determined meter sizes in the route released by the City, and in paral lel, CUS will begin mobilization of on- site resources for meter installations deployment.

IDA test cases and acceptance criteria for BEACON AMA and Badger Meter products will be identified and developed during the test planning workshop (Interface Test Planning). Business process changes and improvements will be tested during this IDA phase so that they can also be debugged prior to a mass deployment. This provides the users time to adjust to new processes and procedures and builds a familiarity with the new systems and methods to be employed that will help ensure a smooth transition to the new BEACON AMA system.

Test Phase Badger Meter Responsibilities Responsibilities of the City IDA • Co-develop test
cases/acceptance criteria
• Support test case execution
and validation
• Account identification
• Co-develop test
cases/acceptance
criteria
• Execute test cases
• Validate results
The start of IDA will commence no longer than 10 business days following the City’s approval of UAT. The City, along with guidance from the Badger Meter project manager shall evaluate the procedures for public notification, scheduling installations, meter and endpoint installation, data transfer to Billing System Software, meter reading over the system, installation data management, and problem resolution to ensure they are working and effective.

In addition, the City may require modification to any procedures that it deems are deficient, ineffective, or otherwise unacceptable to the City. No work will commence on other routes until the AMI system equipment is deemed operational and approved by the City to performance requirements on the test route, the project control procedures, and systems.

Badger Meter recommends the following activities to be included as part of the IDA effort:

After the first day’s installs, a “live test” meter swap file is generated and will be processed through the City’s Billing System Software test environment, and once approved will be processed into their live production environment.
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CUS will perform a network analysis on the first day’s installs to validate all installs from that day are online and communicating properly with BEACON AMA.

BEACON AMA integration will then be completed with generating a sync file from Billing System Software to BEACON AMA. BEACON AMA will then provide a billing-read file, which will be imported into the City’s Billing System Software.

The team will review all procedures used and results to identify potential changes required prior to the start of mass deployment.

Badger Meter will provide a brief training overview of BEACON AMA to the City upon the successful completion of Billing System Software integration b eing conducted by CUS, Billing System representatives, the City and Badger Meter.

Badger Meter and CUS will provide full project support throughout the entire IDA phase to ensure all support necessary to ensure a successful implementation and eventual rollout to the full-scale deployment phase.

Upon successful review of the BEACON AMA system by the City, Badger Meter will request a formal acknowledgement by the City’s project manager, via email, to allow the beginning of the full project deployment along with the release of all additional routes for meter installations. 466
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11. Acceptance Criteria of Badger Meter Deliverables
To facilitate installation acceptance, monthly, Badger Meter shall provide the City with an electronic submission of a list of verified installation data which includes installations completed in the prior month. Following the City's receipt of the data, each installation set forth therein will be accepted by the City provided the following occurs:

1. Satisfactory inspection by the City to be completed within 15 business days.

2. Successful capture of a confirming meter reading or sequence of meter readings from that meter and endpoint by the City operating the BEACON AMA system in a normal way; and

3. Confirmation that data has been correctly captured in the City’s Billin g System for each service location.

Installation Conditional Acceptance: Within 15 days from its receipt of the installation data, the City will promptly notify Badger Meter of any installations set forth that do not meet the City’s acceptance as listed above so that Badger Meter may resolve any discrepancies. If, with respect to installations set forth, the City does not (1) inspect the installations; (2) attempt to obtain confirming readings; or (3) confirm that the correct information for the installations have been captured in the City’s Billing System, in each case, within 10 business days of the City's receipt of the installation data, through no fault of Badger Meter, the installations set forth shall be deemed by the City to be conditionally accepted.

Payments: In accordance with Section 8- 1.04 of the General Provisions, Badger Meter shall submit to the Engineer on or before the tenth (10th) day of the month, an electronic invoice that itemizes conditionally accepted installations and affirmatively accepted installations and any authorized additional work for which payment has not yet been processed. All acceptable invoiced items shall be processed and paid for by the City. If, at any time within 12 months after the City's acceptance of any installations, the City finds with respect to such installations that such installations do not meet the criteria of acceptance set forth above, then the City must remand the work to Badger Meter for correction, which Badger Meter must do at its own expense. Provided, however, that if, in performing such corrections, Badger Meter replaces equipment provided by Badger Meter, or repairs the installation of equipment which, in either case, is not covered by warranty, Badger Meter may invoice the City for the same.

Milestone Acknowledgment: Written acknowledgement of project milestones met throughout the project will be provided by the City to Badger Meter as requested by the Badger Meter project manager within ten business days of the request.
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12. System Performance & Acceptance

12.1 Initial Deployment Area (IDA)
Prior to the commencement of full-scale installation, Badger Meter, CUS, and the City will verify the operation and readiness of the existing BEACON integration with the City’s billing system and CUS’s Mass Meter Changeout File.

12.1.1 Bench Test Phase
During this phase, the City will test meter and endpoint configuration on approximately 20 meters. The City will test each meter / endpoint for proper configuration of alarms and meter resolution. The tests will rely on the use of the Beacon AMA to view meter register and interval data being received and displayed in B eacon AMA. The City will induce alarm conditions, as they are able, to view the alarm condition received in Beacon AMA. The City anticipates this testing will take 10 business days after meter / endpoint configuration and installation and having access to Beacon AMA.

Issues identified during this phase such as meter / endpoint configuration discrepancies, meter resolution discrepancies, completeness of register / interval data receipt along with the Acceptance Criteria listed below must all be resolved or accepted by the City before entering the IDA Field Test Phase.

Acceptance Criteria
For the Bench Test phase to be deemed Accepted, the following criteria must be met by the responsible party:
• Badger configures HEADEND to meet City of Vallejo’s specifications, as defined in Design documentation.
• Badger and City of Vallejo have established City of Vallejo access to the HEADEND software. • City of Vallejo to verify all test meter and ENDPOINT register and interval reads are accurately transmitting to the HEADEND and displayed in the HEADEND appropriately with the desired resolution.
• City of Vallejo to verify that, Alpha test meters and ENDPOINTS are populated in the HEADEND. • City of Vallejo to verify that, within 72 hours, interval reads from all Alpha test meters and ENDPOINTS are populated in the HEADEND
• City of Vallejo to verify all alerts / alarms are registering in HEADEND with regular transmissions. • City of Vallejo will have signed off on the Deliverables provided by Badger:
• City of Vallejo has access to WOMS and been provided training on its use. • Upon successful review and approval of the BEACON AMA system by the C ity, Badger Meter will submit a request to the City’s project manager, via email, for a formal 468
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acknowledgement via email by the City’s project manager to allow the beginning of the IDA Field Test and full project deployment along with the release of all additional routes for meter installations.
• The IDA Field Test Phase will not be complete until the City has successfully billed (Either live billing to utility customers or within the billing test environment as determined by the City). Successfully billed will mean that the BEACON AMI system is properly integrated into the Billing System.

12.1.2 Field Test Phase
Prior to the commencement of full -scale installation, CUS shall replace meters and install endpoints on one or more of the City’s routes, as determined during the P re-Construction Meeting, following the procedures proposed by Badger Meter. During this test and for a period no longer than 15 business days following it, the City and Badger Meter shall evaluate the procedures for public notification, scheduling installations, meter and endpoint installation, data transfer to Billing System, meter reading over the system, installation data management, and problem resolution to ensure they are working and effective. In addition, the City may require modification to any procedures that it deems are deficient, ineffective, or otherwise unacceptable to the City. No work will commence on other routes until the AMI system equipment is deemed operational and approved by the City to performance requirements on the test route, the project control procedures, and systems.

1. At least three months in advance of planned installations, the City must provide the details of the routes to be released for meter installations.

2. Badger Meter, the City, the City’s Billing System, and CUS will complete the full interface work within three to four months.

3. Badger Meter will place an order for products based on the determined meter sizes in the route released by the City, and in parallel, CUS will begin mobilization of on-site resources for meter installations deployment.

4. Badger Meter will establish the City’s BEACON AMA portfolio and ensure proper testing with the City, CUS, and the City’s Billing System to ensure proper data flow between all applicable systems.

5. After the first day’ s installation, a “live test” meter swap file is generated and will be processed through the City’s Billing System’s test environment, and once approved will be processed into their live production environment.

6. CUS will perform a network analysis on the fi rst day’s installations to validate all installs from that day are online and communicating properly with the BEACON AMA system.

7. BEACON AMA integration will then be completed with generating a live sync file from the City’s Billing System to BEACON AMA. BEACON AMA will then provide a billing read file, which will be imported into the City’s Billing System.

8. The team will review all procedures used and results to identify potential changes required prior to the start of full deployment.
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9. Badger Meter can provide a brief training overview of the BEACON AMA system to the City upon the successful completion of the City’s Billing System integration being conducted by CUS, the City’s Billing System, the City, and Badger Meter.

Badger Meter and CUS team will provide full project support throughout the entire initial deployment phase to ensure all support necessary to ensure a successful implementation and eventual rollout to the full -scale deployment phase. The following acceptance Criteria will be met prior to moving forward to full deployment.

Interval Reads Discovery Meeting:

Badger Meter will conduct a discovery session with the City’s team at no charge to determine integration requirements for gathering interval reads. Using the requirements and information collected during the discovery session, Badger Meter will develop a custom scope of work and pricing proposal for the integration to be submitted to the City for separate consideration and negotiation.

Acceptance Criteria

For the Beta IDA phase to be deemed Accepted, the following criteria must be met by the responsible party:
• City of Vallejo to verify successful execution and passing of all Beta test cases. • City of Vallejo to verify that Badger Meter’s Installation Partner CUS has successfully installed all Beta test meters and ENDPOINTS along with any required meter lids. • City of Vallejo to verify that WOMS and CIS integration has been completed for all routine work order exchanges.
• City of Vallejo to verify that Badger Meter has completed all integration to upstream or third party systems, including implementation, testing, and ensuring interfaces are operational as identified in the original Scope of Work
• City of Vallejo to verify pressure (and temperature-sensing) capabilities of meters and the accurate transmittal of data to the HEADEND, as applicable if capable meters are deployed. • City of Vallejo to verify that, within 72 hours, one register read (billing read) from all Beta test meters and ENDPOINTS are populated in the HEADEND, with a target criterion of 99%. • Upon meeting all criteria outlined above, the Beta IDA Acceptance will have been met and will serve as entrance criteria to the Full Deployment phase.

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Full Deployment

Description
The goal of full deployment is to build out the system with the intent to provide all remaining meters in the City of Vallejo service territory with communication through the AMI network.

Upon completion of Beta IDA, the City of Vallejo intends to proceed with installation of remaining meters, and ENDPOINTS. Badger Meter will attempt to install all the remaining meters and Endpoints in the original Scope of Work from the meter listing provided during project planning, except in instances of Return To Utility (RTU) and were City of Vallejo elects to perform installation.

Acceptance Criteria
For the Full Deployment phase to be deemed Accepted, the following criteria must be met by the responsible party:
• Badger Meter’s Installation Partner CUS will provide installation WOMS data to the City of Vallejo CIS for all completed installations
• City of Vallejo to verify that, within 72 hours, one register read (billing read) from all provisioned meters and ENDPOINTS are populated in the HEADEND, with a target criterion of 99%.

Upon meeting the criteria outlined, and after receiving written acceptance from City of Vallejo, the Full System Acceptance will have been met, which will close out the Full Deployment phase.

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13. Meter and Endpoint Installations
• Endpoints (ORION Cellular) are required to be mounted through a composite lid in a meter pit by CUS
• Endpoints must be installed per the ORION Water Endpoint Installation Manual , which will be provided to City staff as a deliverable.
• All installation crews will be clearly identified as CUS staff including a visible picture identification.
• All installation crews will adhere to the City’s code of conduct. • Installation Schedule Availability: Installers will be available for evening and weekend installations as needed (specific hours and days for work during the pre- construction meeting can be discussed to ensure all teams agree with stated times and working conditions based on sunlight available year-round).
o Regular schedules include Monday through Friday from 7:00 a.m. until 6:00 p.m. per Vallejo Municipal Code. No holiday or night work will be permitted except under those circumstances approved by the City as constituting an emergency. o Number of crews for installations shall be proposed to the City during the pre- construction meeting by CUS and Badger Meter.
• Installation Quality Control
o CUS will inspect the meter setting, piping, and valves before the installation of a meter.
o If any work is required, CUS will need to stop the installation and notify the City of the issue(s) found so that they can complete the work.
o If the installation cannot be completed, the installation manager shall contact the City’s field contact immediately to ensure that the installation can be reviewed, and the work can be completed.
o Badger Meter and CUS will only be responsible for the repai r of damage caused directly by the installation. Any workmanship complaint within three feet of the meter box must be filed within one year from the installation date. • Installation Data
o The meter team in the City will need to work with CUS and Badger Meter to do their best to determine what meter sizes will be needed at what location and in what quantities overall so that orders can be placed accurately and timely. • CUS WOMS collects the following data:
o Date the order was initiated and completed
o Final read of old meter
o Old meter number
o New meter number
o Endpoint ID
o Sub-meter GPS coordinates
o Meter location code
o Meter reading code
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o Results of tamper inspection
o Follow-up installations
o Comment section
o Photos of new installation
o Pipe material (upstream and downstream)
• Meter and Endpoint Installation Schedule
o IDA installations will be completed in nine months, which includes installation and approval of the IDA Phase
o 12- month Full Production Schedule (including ramp-up and down) • Approximately 3,000 installations per month
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14. Payments & Invoicing

14.1 Contractor Invoicing – Workflow
The below workflow diagram outlines how Badger Meter requires CUS to handle invoicing for installation work performed. CUS shall invoice Badger Meter for accepted installation work only.

CUS is required to submit documentation of installation work performed including but not limited to:
• Account number of installations
• Work order ID
CUS submits install
data with work
descriptions to
Badger Meter
CUS performs
requested
installation work
Data not
approved
Data rejected
is reviewed
by CUS
CUS invoices Badger
Meter for accepted
products and services
Data is approved
Badger Meter verifies
the invoice matches
the installation
records
Invoices do
not match
Invoices match
Once CUS is paid,
Badger Meter will
invoice the City for the
services
Badger Meter holds
retainage per
agreement and pays
CUS the rest of the
invoice
Badger Meter process
CUS’s invoices
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• Type of installation performed
• Type of product used
• Installation address
• Serial number of products installed
• Installation date and time
• Verification of QC check (as applicable)
Invoicing for non-installation related work will occur in the same manner with a work summary and detailed account breakdown included with CUS’s invoice. Badger Meter will reject all invoices without proper work documentation.

14.2 Invoicing Procedure
The parties shall agree on a standard billing format for the contractor to invoice the City for work performed and accepted. On a monthly basis, Badger Meter shall submit invoices to the City for work performed and accepted by the City.

Since Badger Meter is responsible for all services being rendered on behalf of the City, the City will only be invoiced for services after they are completed. All product orders will be approved by the City before being placed. Product Orders will be invoiced upon shipment throughout the project just like a normal product order outside of the project.

14.3 Internal Project Acceptance
All work will be accepted and considered complete when the written notice of substantial completion is received, payment is received from customer, and invoicing and inventory are reconciled.

14.4 External Project Acceptance
All work outlined in the contract is performed to the acceptable standards of the City , as governed by the Agreement.

Installation Invoices: Badger Meter receives installation data from CUS via email based on installation data once per month. The Badger Meter project manager and the project management office will check installation data for errors. Validated installation data will be provided to the City for approval. Badger Meter will then approve the invoices from CUS and have the Badger Meter project management office forward to the Badger Meter accounts payable department for processing. At the end of each month, the Badger Meter project manager will create a pay request. Once the pay request is approved by the City, the Badger Meter project management office will work with the Badger Meter customer care representative to generate a customer invoice that will only be generated for internal purposes. Once that internal invoice is generated, it will be reviewed and approved by the Badger Meter project manager. Badger approval must be completed prior to attaching a copy to Badger’s invoice to the City.
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15. Change Management
A change in scope can generally be defined as a requested alteration to a project that influences the cost, schedule, quality, performance, or reputation of the project. Any change not covered in the project scope can be considered a scope change.

In the event a change is needed, Badger Meter will follow the predefined change m anagement plans outlined in the subsections below.

15.1 Internal Change Management
Potential changes in scope will be reviewed and approved by the following Badger Meter parties (as needed): PMO Manager, Project Manager, Account Manager, Bids and Contracts, CUS personnel along with the appointed personnel representing the City.

15.2 External Change Management
If a change is initiated by the City, the change order process flow chart provided below will be used.

15.3 Change Order – Workflow
The below workflow diagram outlines how Badger Meter expects to handle change orders with the City for work performed on the project. Change orders will follow the approved city process.

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16. Software Interfaces
Billing Interface: Badger Meter, the City, and the City’s billing vendor will work together to ensure that a proper billing interface is in place.

BEACON AMA: The software will provide a consumer engagement module, EyeOnWater, that includes online access and a smartphone application, which provides usage information to the water service customer.

Application Testing: During the AT phase, each individual interface will be tested to ensure agreed upon configurations and performance to the solution requirements specification.

Interface Management: The following table provides detailed responsibilities for Badger Meter for each specific step in developing, testing, and managing the interfaces. 477
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Test Phase Badger Meter Responsibilities Responsibilities of the City Application
Testing
• BEACON AMA interface
requirements/specifications
• Review and analyze requested
field data for the City’s Billing
System
• Work with the City on data
setup/questions
• BEACON AMA/the City’s Billing
System data gap analysis
• Develop BEACON AMA test
cases
• Test case execution and
validation between BEACON
AMA and the City’s Billing
System
• Verification of physical meter
and endpoints (first article
testing)
• Review
requirements/specifications
• Decisions on field data to be
collected and stored in the
City’s Billing System
• Provide production to the
City’s Billing meter and
account data
• Work with Badger Meter on
data setup/questions
Systems
Integration
Testing
• Work with the City on data
setup/questions
• Develop test cases for BEACON
AMA integrations and use cases
(e.g., meter changeout,
inactivations)
• Test case execution and
validation of BEACON AMA
integrations and use cases.
• The City’s Billing System test
environment/support
• Work with Badger Meter on
data setup/questions
User
Acceptance
Testing
• Co-develop test
cases/acceptance criteria for

BEACON AMA
• Assist with setting up data to
support test cases for BEACON
AMA
• Support test case execution and
validation for BEACON AMA
• The City’s Billing System test
environment
• Co-develop test
cases/acceptance criteria
• Assist with setting up data to
support test cases
• Execute test cases
• Validate results

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17. Training
Badger Meter prefers a “demonstrate and perform” type of training methodology. Badger Meter, along with CUS, will conduct an introductory training to ensure that everyone in the City has a solid understanding of the BEACON AMA software, services, and products. Our subject matter experts can customize training agendas to fit the needs of the City that will provide more focused training sessions for each specific group. We also encourage the City to record each training session so that it can be used in the future for reference. • All training will be conducted with the City’s BEACON AMA software and ORION Cellular endpoints.
• Initial training sessions will include verbal or written tests for each trainee and evaluations of the training. Failures in either will be discussed with the City representative and sessions will be repeated upon the request of the City representative. • Training documents and videos, when applicable, will be provided by Badger Meter for all initial training sessions and, when applicable, for follow -up training sessions. All Badger Meter product literature, manuals, and installation documentation are available online at www.badgermeter.com and www.beaconama.net for our cloud software platform. • If the group of trainees is too large for one session, that session will be repeated to accommodate the size of the group or for office coverage. This may increase the total amount of training hours, scope, and cost for the project.
• Badger Meter proposes three training phases:
o Phase 1: Endpoint installation for installation and BEACON AMA overview for billing clerks
o Phase 2: BEACON AMA in depth training
o Phase 3: BEACON AMA follow up and refresher

17.1 Training Phase I: Endpoint Installation
• Endpoint Installation: Using Badger Meter documents and recommended practices, the installers are trained in the installation of meters and ORION Cellular endpoints for various applications. Training will include demonstration of the correct way to perform the installation, followed by observation of the trainee performing the installations. Each attendee will receive hard copies of the appropriate training material.
• Based on class size, the Field Installation training may be split into two groups (24 installers per group), with the first group being trained on Day 1 and the second group being trained on Day 2. The third day of training will be performing prerequisite BEACON AMA training with the billing clerks. 479
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Sample Endpoint Installation Phase I
Day 1 (First group) & Day 2 (Second group)
Times Subject Notes Suggested Attendees Possible Other
Attendees
30 min Overview of
ORION Cellular
General explanation of
how the endpoints
function and interact
with the BEACON AMA
software
Installers, meter
readers
Managers
30 min Assets Endpoints:
• Available
• Pre-provisioned
• Provisioned
Installers, meter
readers
Managers
1 hour Installation of
meters and
endpoints (in
classroom)
• Installation
considerations
• Activation FOB
• Installation form
splicing wire
• Endpoint status
tool
Installers, meter
readers
Managers
4 hours Installation of
meters and
endpoints
At meter locations and
with trainer supervision
Installers, meter
readers
Managers
1 hour Review & quiz Installers, meter
readers
Managers
Total training: 7 hours
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Sample BEACON AMA Overview Phase I, Day 3:

Times Subject Notes Suggested
Attendees
Possible Other
Attendees
1 hour BEACON AMA
overview
General overview of BEACON
AMA software
Billing clerks BEACON AMA
admin
2 hours Billing cycle Steps of a billing cycle Billing clerks Customer service

BEACON AMA
admin
30 min Users • Staff
• Customers
• Manage EyeOnWater
Billing clerks Customer
service

BEACON AMA
admin
30 min Questions Billing clerks Customer
service

BEACON AMA
admin
Total training: 4 hours

17.2 Training Phase II: BEACON AMA Software
Software Operation: Software training is provided to different groups at different levels. The City and Badger Meter will develop a training plan that considers dates, times, number of trainees, and software features to be trained. Training documents will be provided by Badger Meter.

Billing clerk training will include all BEACON AMA subjects to complete a successful billing cycle. 481
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BEACON AMA Software Phase II, Day 1 (Billing Clerks):

Times Subject Notes Suggested
Attendees
Possible Other
Attendees
1 hour BEACON AMA
overview
General overview
of BEACON AMA
software
Billing clerks BEACON AMA
admin
3 hours Billing cycle Includes import
from:
• the City’s
Billing
System
• Billing
export to
the City’s
Billing
System
Billing clerks BEACON AMA
admin
30 min At A Glance Modules and their
features
Billing clerks BEACON AMA
admin
1 hour Monitor All sections
covered:
• Facets
• Water
usage
Graph
• Download
s
• Results/ca
rds
Billing clerks BEACON AMA
admin
30 min Assets • Endpoint
status
• Service
• Utility
settings
Billing clerks BEACON AMA
admin
1 hour Review/quiz Includes
evaluation of
trainees’

BEACON AMA
knowledge
Billing clerks BEACON AMA
admin
Total training: 7 hours
482
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Badger Meter, Inc.

Use or disclosure of all data on this page is subject to the restrictions on the first page of this document.

Statement of Work/Project Plan
Page | 46
BEACON AMA Software Phase II
Day 2 (Customer Service – AM and PM sessions if desired by the City):

Times Subject Notes Suggested
Attendees
Possible Other
Attendees
30 min BEACON
AMA overview
General overview of
BEACON AMA software
Customer service BEACON AMA
admin
1 hour At A Glance Modules and their
features
Customer service BEACON AMA
admin
1 hour Monitor All sections covered:
• Facets
• Water usage
Graph
• Downloads
• Results/cards
Customer service BEACON AMA
admin
30 min EyeOnWater Review of EyeOnWater
features
Customer service BEACON AMA
admin
30 min Assets Endpoint status

Customer service BEACON AMA
admin
30 min Review/quiz Includes evaluation of
trainees’ BEACON AMA
knowledge
Customer service BEACON AMA
admin
Total training: 4 hours

17.3 Training Phase III: BEACON AMA Software
If needed, this phase will be used to train new BEACON AMA users, or it may be used for any additional training requested by the City.

Approximately after a minimum of three to six months of using the BEACON AMA system, a three-day training will be coordinated between the City and the Badger Meter project manager.

At that time, the City will provide a list of questions or list of items requiring further training. If there are additional BEACON AMA users requiring training, this session can be used for that.

Training documents, when applicable, will be provided by Badger Meter. 483
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0

Badger Meter, Inc.

Use or disclosure of all data on this page is subject to the restrictions on the first page of this document.

Statement of Work/Project Plan
Page | 47

18. Project Closeout

18.1 Project Completion
• In pursuit of closing out the project, the Badger Meter and CUS teams will follow these procedures:
o Review all project deliverables and validate that the deliverables have been completed per the defined acceptance criteria (this will occur throughout the project).
o Obtain substantial route completion signoff from the City throughout the project per the defined acceptance criteria (this will occur throughout the project). o After the review of the list of accounts previously defined as RTU and upon mutual agreement, such accounts shall be removed from scope for the City to manage or rescheduled for CUS to complete.
o Review any pending action items and agree on the resolution (this will occur throughout the project).
o Review inventory status and disposition and discuss/resolve discrepancies (this will occur throughout the project).
o Review financial status/budget, discuss/resolve discrepancies (this will occur throughout the project).
o CUS to deliver all data and pictures obtained throughout the project to the City and Badger Meter.
o CUS to deliver closeout/project book to Badger Meter and the City, which may include scope summary, technical documentation, and billing procedures, and provide account/route signoff summary and distribute list of key contacts. • Should the City disagree on the completion criteria of any item, the following r esolution methods are suggested:
o A list of items of unacceptable work will need to be provided by the City to Badger Meter and CUS along with scheduling a meeting to review and discuss a proper solution and project closeout
o Escalation path through CUS, Badger Meter, and the City for detailed discussion, contract review, and mutually agreeable resolution.

18.2 Project Closeout Activities
• During the installation project, as batches of accounts are installed, the City will be asked to review, in writing, and provide signoff per route.
• Once all the routes have been substantially completed and signed off, a closeout meeting will be scheduled for all parties.
• Closeout Meeting Agenda:
o Review project scope
o Review final project deliverables and route completion o Review project metrics and overall project status
484
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0

Badger Meter, Inc.

Use or disclosure of all data on this page is subject to the restrictions on the first page of this document.

Statement of Work/Project Plan
Page | 48
o Review RTU list
o Review any pending action items
o Review inventory status and disposition
o Discuss project documentation
o Conduct project lessons learned session
o Obtain formal acceptance of project completion
• Project Closeout Criteria:
o All meter change outs processed in the PeakWorkflow system o All routes substantially complete meaning that CUS will make a valid attempt to install a meter at each target account within the project timeframe and will not be penalized for Return To Utility accounts that cannot be completed by CUS and have been remanded back to the City for remediation and installation. o Meter data available in BEACON AMA
o All inventory reconciled and dispersed
o No pending action items
o No outstanding assist/RTU accounts
o Training of the City staff is completed
o Installation pictures delivered to the City
485
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0

19. Installation Services Statement of Work

19.1 Outside Meter Installation
Installation of outside set small and intermediate water meters sized 5/8 inch to 1 inch. This scope of work will also align to procedures set forth in Attachment H – Installation Requirements, initially included as part of the original RFP. Statement of Work • Small meters (up to and including 1 inch)
o Utilize an electronic WOMS for work order assignment and data collection. o Validate that the meter serial number and address match the WOMS data. o Remove the old meter and gaskets and replace with a new meter, gaskets, and endpoint device.
o Take the following pictures and store in the WOMS:
 Old meter serial number
 Old meter final read
 New meter installation
 Post- installation area
o Activate the endpoint.
o Digitally record old meter and new meter/endpoint information.

19.1.1 Deliverables
• Provide electronic change out data to the City.

19.1.2 Assumptions
• All timelines provided herein will be updated upon a NTP from the City. • All meters being replaced are like for like (same size, lay length, etc.). Like-for-like meter exchanges shall include interchangeability of 3/4" and 5/8” meter sizes , as the City anticipates changing all 5/8” services with 3/4” meters. • CUS can accept a 90 percent route saturation/completion before being provided additional routes, provided all route releases will be at a minimum 5,000 accounts per release to ensure a steady installation pace to meet the schedule requirements. • On-site meter inventory to be provided by the City with buffer of six weeks or more. • Additional installation items will be made available by the City. Badger will provide meters, endpoints, etc. Badger will maintain a minimum of a four to six-week supply of meter inventory, based on the planned installation schedule, always. • L ids are available at the time of meter installation. • T he City is prepared to provide required support to resolve meter assist/RTU/escalation requests within ten business days of notification. When the City cannot resolve within this period, CUS may return the meter to the City (RTU) and remove it from CUS’s scope. At the City’s discretion /request and before CUS demobilization, CUS can complete the installation at the standard miscellaneous hourly rate. • Any unique customer accounts requiring special handling shall be explicitly identified by the City.
• Recommended pictures are noted above; however, CUS can take additional photos if required.
486
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0

• CUS will not be responsible for any community outreach programs or program materials other than leaving a door hanger, post installation.
• CUS will be responsible for returning the worksite to its original condition after installation occurs. The City to provide the full database of all metered accounts in target for upgrade prior to project commencement and on a mutually agreed upon frequency by all parties, the City will provide the CUS team with updated data to their database to utilize in support of the project.
• All data sent from the City will be accurate and without duplicate data (addresses, meter numbers, radios, accounts, etc.).
• CUS to be responsible for any troubleshooting of an installation site until the issue is identified and resolved. If the issue found is not the fault of CUS, CUS shall be compensated for T&M by the City.
• The Utility will provide CUS safe access, including keys and gate codes (gated communities) to all locations.
• Work will not be performed at locations where it is reasonable that damage may occur to the customer’s property.
• Paving or Hard/Solid Surfaces: Excludes removal and replacement of paving or other hard or solid surface locations (concrete, asphalt, pavers etc.).

CUS will repair to a usable and safe condition any at-fault water line break caused by a CUS Employee, up to 36” from either side of the meter connection. if reasonably attributed to negligence during in the installation process; excluding existing faults, such as deteriorated pipe or fittings, substandard materials, existing substandard workmanship, or geotechnical conditions which may cause failure or fault.

• CUS will not be responsible for maintaining, repairing, or replacing existing customer side setters, backflow preventers, irrigation valves, pressure regulators, unions, ball valves, or customer side valves, unless noted otherwise. Should CUS observe an issue with customer service they shall notify the City’s Water Distribution department. • At-fault breaks are covered under the general provisions. • It is assumed that small and intermediate sized meters will not be in confined spaces, vaults, or manholes.
• Nightwork is included with intermediate and large scheduled accounts. When night work is required, a representative familiar with the system will be on call for assistance locating valves, isolating services, or emergency services.
• CUS will not be responsible for palatalizing, labeling, or packaging old meters and endpoints. All meters and materials removed from service will be returned to the City for proper disposal at designated scrap bins provided. Every 20 th random meter will be put
into a separate bin for testing by the City.
• The city will assist with unsafe meter installations or other unusual installation circumstances (i.e., boats, ferries, ATVs, etc.).
• The city will provide staff with access to areas requiring special access. • CUS will only be responsible for the repair of damage caused directly by CUS services. 487
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0

19.2 Professional Services

19.2.1 Statement of Work
• Warehouse space and project office space to be provided by the City to the extent necessary to fulfill immediate storage and installation staging needs. • CUS will provide and place all post installation door hangers for meter installation services.
• Includes CUS inventory management services.

19.2.2 Context
• All pre-installation customer notification letters and mailings will be delivered by the City.

19.3 Electronic Mass Meter Change Out (MMCO) Interface
Electronic MMCO Interface pricing is included in all installation and retrofit applications.

19.3.1 Statement of Work
• Obtain the City’s Billing System meter and account data. • Perform data gap analysis to identify missing and/or improperly formatted data. • Load the City’s Billing System data into Peak Workflow, CUS’s WOMS. • Load new meter and endpoint inventory data into Peak Workflow. • Perform data QA/QC validity audits on meter exchange data collected. • Perform network validation QA/QC on installed meters/endpoints. • Troubleshoot and correct data exceptions.

19.3.2 Deliverables
• Generate MMCO files with validated installation data and properly formatted to the required specification.
• Transmit the MMCO files periodically to the City for processing in the City’s Billing System.

19.3.3 Context
• The City will provide Billing System Software meter and account data electronically (csv or Excel format preferred) for all active and inactive meters. • The City will provide authorization to the Billing System Software vendor to enable CUS to work with Billing System to establish and test a mass meter change out interface. • City will pay for all Billing System Software vendor fees if required to set up and test a mass meter change out interface in the City’s production (and test if available) environment.
• All Billing System Software, MMCO, and billing read integrations will be completed before the planned installation start date.
• The City will participate in final testing and acceptance of the mass meter change out interface.
488
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0

19.4 Inventory Management

19.4.1 Statement of Work
• Utilize a defined process to track and manage meter inventory throughout the project and will include the following:
• City will provide corporate yard space
• Receiving will be by the City
o Receive, count, and quarantine as necessary all delivered meter materials o Record inventory serial numbers in Peak Workflow (when it arrives at the Corporate Yard warehouse)
o Verify and reconcile all products received against the packing list or bill of lading • Daily Issue
o Issue meter stock daily to field installation technicians o Issue all meters and ancillary items from the secure storage facility to the field technician by CUS’s project manager
o Track inventory that is transferred to the client
• Nightly Reconciliation
o Perform a daily physical count by each field technician and validate counts against the daily production report
o Confirm accuracy of the daily physical count by CUS’s project manager • Warehouse Reconciliation
o Perform a weekly physical count and reconciliation of warehouse meter stock by the CUS’s project manager
• Warranty Process
o Collaborate with the client to determine an agreeable process for warranty returns back to the AMI vendor throughout the installation project • Inventory Forecasts
o Installation/inventory forecast, and meter delivery schedules are based upon the projected quantity of installers and installation rates. CUS recommends a six- to eight-week supply of inventory to be retained in the warehouse. CUS will make a forecast and purchase plan available to the City upon request.

19.4.2 Assumptions
• Any trash disposal, dewatering, cardboard, or electronic component recycling to be provided by the City.
• Scrap metal recycling to be provided by CUS under supervision of Badger Meter.

489
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0

Attachment A

490
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be e ndorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
4,000,000
1,000,000
1200 North Mayfair Road, Suite 100
D
USA
X
X
1,000,000

ACCIDENT FUND INS CO OF AMER

CONTINENTAL INS CO

TRAVELERS PROP CAS CO OF AMER

PHOENIX INS CO
6076540927X
Milwaukee, WI 53226
1,000,000
Milwaukee, WI 53223
10,000
300,000
C
Badger Meter, Inc.

X
10166
35289
Vallejo, CA 94589
25674
25623
A 01/01/24X
X
X
certificate holder is included on the workers' compensation policy. 1,000,000
contract. Additional insured status is included on the Auto Liability policy. A waiver of subrogation in favor of the completed operations of the Contractor, and premises, owned, occupied or used by the Contractor when required by written 1,000,000
Liability with respect to liability arising out of activities performed by or on behalf of the Contractor, products and The City of Vallejo, its officers, officials, employees and volunteers are included as additional insured on the General Re: City of Vallejo No. 21-1003
2,000,000
X
5,000,000
B
01/01/24
202 Fleming Hill Road
1-414-443-0000
X
02/03/2023
4545 West Brown Deer Road
X
Y660 268J2023
01/01/23
X
10,000
01/01/24
01/01/24
810 2L694073
UH WCP 100074452 01
5,000,000
Brown & Brown Inc.
diannewandel
67777598
67777598
01/01/23
01/01/23
X
1,000,000
City of Vallejo Water Department
01/01/23
X
422
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 423
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 424
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 425
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 426
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 03 13 C (Ed. 7-09)

 

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT −CALIFORNIA

We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.)

You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be $ See Below

Schedule

Person or Organization Job Description
Any person or organization for which the employer
has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for
purposes of work performed by the employer in
Missouri, this waiver of subrogation does not apply to
any construction group of classifications as
designated by the waiver of right to recover from
others (subrogation) rule in our manual.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.

(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)

Endorsement Effective: 1/1/2023 Policy No. UH WCP 100074452 01 Endorsement No.

Insured: Badger Meter, Inc.

Insurance Company: Accident Fund Insurance Company of America Countersigned by _____________________________

WC 99 03 13 C
(Ed. 7-09)
427
'RFX6LJQ(QYHORSH,'
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&$(&$
Nov 2, 2023 1:27 PM, 1159146664
Contract and Routing Form
Date Originated:

Finance Department ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4592 Department: Water Department,
Staff Contact: John Manrique, [email protected] Contract Type: Change Order
Vendor: Badger Meters, Inc. Vendor Number:103535
Contract Not to Exceed Amount: 1566938704.04
Contract Start Date: May 09, 2023 End Date: Jun 30, 2025 Authority to Contract: City Council Date to Council: Nov 02, 2023 Attachments are uploaded for review here: https://bit.ly/vContracts Approved Pre-Requisition Form
Original Agreement with any Amendments
Insurance
I have uploaded additional files.No
DocuSign Envelope ID: C5EB11B2-61BB-4F67-8471-7FF038480E87 23-WD208
Contract and Routing Form
Signature Page
Department Initial Date Comment
Originating Department/Division
Risk Manager
City Attorney
Finance Department
City Manager
City Clerk

Return executed contract to: John Manrique
DocuSign Envelope ID: C5EB11B2-61BB-4F67-8471-7FF038480E87 11/2/2023
11/8/2023

CITY OF VALLEJO

STATE OF CALIFORNIA

WATER DEPARTMENT

CONTRACT CHANGE ORDER NO.: 1 DATE: October 10, 2023

TO: Badger Meter, Inc.

PROJECT: ADVANCED METERING INFRASTRUCTURE (WT7120)
FROM: CITY OF VALLEJO

This change order modifies and amends the provisions of that certain Contract dated May 09, 2023, by and between the City and Badger Meter, Inc. (“Contractor”).

REFERENCE: Badger Meter, Inc. Contract# 23-WD208

IT IS REQUESTED THAT YOU:

1. Change the register type from HRE-LCD to HRE

2. Extend Contract by 180 days

By signing this Change Order, Contractor understands and agrees that it is accepting the specified sums and adjustment of contract time of completion (if any) set forth herein as full, final and complete satisfaction of any and all claims by Contractor for all costs and expenses of Contractor and anyone for whom Contractor may be responsible for the work referred to herein, including but not limited to costs or expenses of the Contractor or any of its subcontractors, materials suppliers, vendors or anyone else for whom Contractor is responsible, for labor, materials, services or equipment, no matter how characterized, whether known or unknown to Contractor, including but not limited to, all field and home office overhead, delay costs/claims, acceleration costs/claims, unabsorbed or under-absorbed home office overhead, extended field costs, general conditions, claim preparation costs, inefficiencies, or the like, no matter how characterized. Contractor further understands and agrees by signing this Change Order that any attempt by Contractor to purportedly reserve rights to claim additional time or compensation for the work referred to herein, is void.

ADJUSTMENT OF CONTRACT TIME OF COMPLETION: 180 calendar days

FORCE ACCOUNT (AS PER CONSTRUCTION DAILY RECORD) $ 0.00

BASE CONTRACT PRICE: $15,669,387.04

NEW ADJUSTED CONTRACT PRICE: $15,669,387.04

DocuSign Envelope ID: C5EB11B2-61BB-4F67-8471-7FF038480E87 RECOMMENDED:

Beth Schoenberger, Water Director

ACCEPTED BY DATE
Kimberly K. Stoll, VP-Sales

APPROVED BY DATE
Mike Malone, City Manager
DocuSign Envelope ID: C5EB11B2-61BB-4F67-8471-7FF038480E87 11/8/2023
11/8/2023

CONSENT CALENDAR 8.H.

DATE: July 23, 2024
TO: Mayor and Members of the City Council
FROM: Beth Schoenberger, Water Director
SUBJECT: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

APPROVING THE MATERIALS CONTRACT WITH AQUA METRICS FOR A NOT-TO- EXCEED AMOUNT OF $1,354,930 AND AUTHORIZING THE CITY MANAGER TO

EXECUTE THE SAME

RECOMMENDATION
Adopt a resolution of the City Council of the City of Vallejo approving the Materials and Professional Services contract with Aqua Metrics, Inc. for a Not-To-Exceed amount of $1,354,930 with an expiration date of June 30, 2026, and authorizing the City Manager to execute the same.

REASONS FOR RECOMMENDATION
Advanced Metering Infrastructure (AMI) is the standard for water metering nation-wide in the drinking-water industry. Once implemented, AMI increases the precision of meter reading by providing 15-minute interval data from meters to both customers and the City through a secure cellular process. In Vallejo, the AMI project is expected to result in annual water savings of 1,184 acre-feet, which will strengthen Vallejo's long-term water supply. In addition to water savings, the technology will allow the Water Department to detect service breaks and leaks more quickly, support the City in implementing monthly billing (presently bi-monthly for residential customers) and in strengthening overall billing efficiency, and provide a user-friendly customer interface to empower customers to better manage their individual water usage and to communicate with the City more easily on water-related matters. For AMI to work most effectively, and to extend the life of the meters, the cellular data needs to be transmitted efficiently through a specifically-engineered lid on top of the meter box.

BACKGROUND AND DISCUSSION
The City's Capital Improvement Plan approved by Council includes for Water a bond-funded project to implement Advanced Metering Infrastructure (AMI). To support this large and complex project, the Water Department executed a Council-approved agreement in January 2021 for a consultant to assist with soliciting and evaluating AMI vendor proposals. Professional expertise is necessary due to the highly technical nature of AMI and its multi-faceted complexity, which the City is not staffed to manage. On September 23, 2021, the AMI Request for Proposals (RFP) was issued, which included the development of detailed technical and quality-assurance requirements to meet the needs of the Vallejo Water utility and community.

On November 12, 2021, the Water Department received eight proposals for AMI, associated installation services, and a customer portal. A team consisting of staff from various functions across the Water, Information Technology, and Finance departments, and the technical AMI experts, E Source, evaluated the proposals. The team met for multiple months reviewing each proposal, subsequently participating in demos and interviewing vendors throughout February 2023. The Water Department selected Badger Meter, Inc. to provide the AMI hardware and all software, and Concord Utility Services, Inc. to provide meter upgrade installation services. These firms provide the best-in-class performance relative to the requirements outlined in the RFP. Both firms have recent experience in the implementation of AMI projects with utilities of substantially similar demographics to those of Vallejo. Concord Utility Services, Inc., in particular, is based in California and holds extensive experience in maintaining compliance with regulations, such as from the Department of

Date: July 23, 2024
Subject: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

APPROVING THE MATERIALS CONTRACT WITH AQUA METRICS FOR A NOT- TO-EXCEED AMOUNT OF $1,354,930 AND AUTHORIZING THE CITY MANAGER

TO EXECUTE THE SAME