HomeMy WebLinkAboutRes 2016-11-252 HD Supply Waterworks, LTD Agreement (2)CITY OF ANNA, TEXAS
RESOLUTION
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND AUTHORIZING THE
CITY MANAGER TO ACT ON THE CITY'S BEHALF IN EXECUTING A MASTER
PROJECT AGREEMENT WITH HD SUPPLY WATERWORKS, LTD., FOR ADVANCED
METERING INFRASTRUCTURE.
WHEREAS; The City of Anna has reviewed proposals from various vendors offering
advanced metering infrastructure and found the fixed network advanced metering
infrastructure system manufactured by Neptune Technology Group Inc. and distributed by HD
Supply Waterworks, Ltd. to be the best value; and,
WHEREAS; HD Supply Waterworks, Ltd. is the sole source distributor for Neptune
Technology Group Inc. in the State of Texas; and,
WHEREAS; the City Council of the City of Anna, Texas (the "City Council") previously
approved the Fiscal Year 2017 budget which included funding for advanced metering
infrastructure; and,
WHEREAS; Staff recommends approving a Master Project Agreement (the Agreement) with
HD Supply, Ltd. for the purchase and installation of advanced metering infrastructure (the
11 Project") attached hereto as Exhibit 1; and,
WHEREAS; the Agreement includes all equipment and installation costs necessary to
complete the Project with compensation to HD Supply, Ltd. for said costs in the amount of
$1,340,009.75; and,
WHEREAS; the City Manager has negotiated financing for the Project with US Bancorp; and,
WHEREAS; the City Council desires to authorize the City Manager to execute an Agreement
with HD Supply Waterworks, Ltd. for construction of the Project;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Authorization.
The City Council hereby approves the Master Project Agreement attached hereto as Exhibit
1, and authorizes, ratifies and approves the City Manager's execution of same. The City
Manager is hereby authorized to execute all documents and to take all other actions
necessary to finalize, act under, and enforce the Agreement with HD Supply Waterworks,
Ltd.
RESOLUTION: Advanced Metering Infrastructure Agreement PAGE I OF 2 11/22/16
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 22 nd day
of November 2016.
ATTEST:
\0%
City Secretary Carrie L. Smith %\ OF,4.va
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I"104,4iml iWO�0\
APPROVED:
RESOLUTION: Advanced Metering Infrastructure Agreement PAGE 2 OF 2 11/22/16
CITY SECRETARY' OFFICE
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Document Transmittal Form 9115116
19 DSUPPLY0
City of Anna
Master Project Agreement
HD Supply Waterworks, Ltd.
6959 State Highway 276
Royse City, TX 75189
Table of Contents
Section
Purposeand Scope .............................................................................................................................
I
Definitions and Terminology .............................................................................................................
2
Term...................................................................................................................................................
3
HD Supply Waterworks' Responsibilities .........................................................................................
4
Client's Responsibilities .....................................................................................................................
5
Defaultof Client .................................................................................................................................
6
Default of FID Supply Waterworks ....................................................................................................
7
Insolvency..........................................................................................................................................
8
Taxes, Permits, and Fees ....................................................................................................................
9
Warranty.............................................................................................................................................
10
Indemnity...........................................................................................................................................
I I
Safety............................................................................................................
.................................... 12
Liabilityand Force Majeure ...............................................................................................................
13
Insurance............................................................................................................................................
14
HazardousMaterials ........................................... ...............................................................................
15
Cleanup..............................................................................................................................................
16
Delaysand Access ..............................................................................................................................
17
Qualityof Materials ..........................................................................................................................
18
Financing...........................................................................................................................................
19
LegalGovernance ..............................................................................................................................
20
DisputeResolution .............................................................................................................................
21
Attorney's Fees .................................................................................................................................
22
Assignability, .....................................................................................................................................
23
Notices..............................................................................................................................................
24
BindingEffect ...................................................................................................................................
25
Modifications....................................................................................................................................
26
Severability.......................................................................................................................................
27
Appendix A Procurement, Installation and Management Contract
E,chibitA-1 Material Procurement Sumniaryfor Installation Contract
ExhibitA-2 Acceptance Certificate
Appendix B Reserved
Appendix C Reserved
Appendix D Warranty
ExhibitD-1 Manufacturers' Warranties
I
0 1015�1�SUPPLY.
WATERWORKS
Master Project Agreement
This Master Project Agreement (as hereinafter defined, this "Aw-eemen ") dated as of November _, 2016
between RD Supply Waterworks, Ltd. a limited partnership consisting of HD Supply Waterworks Group, Inc. (limited
Partner) and HD Supply GP & Management, Inc. (General Partner) (as hereinafter defined, "HD Supply Waterworks"), and
the City of Anna (as hereinafter defined, "Client").
1. Purpose and Scope. The Agreement is a Master Project Agreement to provide certain Work to Client.
HD Supply Waterworks agrees to undertake the necessary Work as specified in this Agreement, and Client agrees to take
all actions that are identified in this Agreement and to pay HD Supply Waterworks in the manner contemplated by this
Agreement. This Agreement consists of the text set forth herein and the text set forth in each Appendix to this Agreement
that is executed and delivered by the Parties. The Appendices checked below are the only Appendices that have been
executed and delivered by the Parties as part of this Agreement that Exhibits that are part of a stated
Appendix also shall be part of this Agreement):
[X ] Appendix -Procurement, Installation and Management Contract
Appendix B--Reserved
Appendix C -Reserved
X ] Appendix D--Warramy
2. Definitions and Terminology. When used in this Agreement or in any of its attachments, the following
capitalized terms shall have the respective meanings as follows:
"Agreement' shall mean this Master Project Agreement, to include all Appendices and Exhibits,
"AWWA" shall mean the American Water Works Association
"AMR!' shall mean Automatic Meter Reading
"AMI" shall mean Advanced Metering Infrastructure
"Client" shall mean the City of Anna together with its successors.
"Factory Installation Recommendation" shall mean guidelines for installation procedures given by the
manufacturer of the equipment.
"Financing Contrac; " shall mean any separate financing agreement that may be executed and delivered by
the Parties as contemplated by Appendix C to this Agreement, but only to the extent that Section I of this Agreement shall
indicate that AP12endix C applies to this Agreement. No Financing Contract delivered pursuant to this Agreement shall
constitute a part of this Agreement, and this Agreement does not constitute a part of any Financing Contract executed and
delivered by the Parties.
"Force Maieure' shall mean conditions beyond the reasonable control, or not the result of willful
misconduct or negligence of the Party, including, without limitation acts of God, storms, extraordinary weather, acts of
government units, strikes or labor disputes, fire, explosions, thefts, vandalism, riots, acts of war or terrorism, non -price
related unavailability of Project Materials and Supplies, and unavailability of fuel.
"Hazardous Materials" are any materials, substances, chemicals, and wastes recognized as hazardous or
toxic (or other interchangeable ternis of equal meaning) under applicable laws, regulations, rules, ordinances, and any
governmental or authoritative body having jurisdiction over the execution of this Agreement and its attachments.
2
"M Supply Waterworks" shall mean HD Supply Waterworks, Ltd., a limited partnership, together with
its successors.
"Installation Contract" shall mean the Procurement, Installation, and Management Contract attached to
this Agreement as Appendix A, but only to the extent that the Parties have executed and delivered such Appendix A.
"Manufarturer Defect" shall mean any fault or defect in materials or workmanship that manifests itself
during the Warranty Period and is covered by the manufacturer's warranty.
"Manufacturer's Warranty Period" shall have the meaning set forth in Appendix D to this Agreement.
"PAM" shall mean either HD Supply Waterworks or Client.
"Projec " shall mean the work to be performed by HD Supply Waterworks or its subcontractors as
described in this Agreement,
"Proiect Materials and Supplies" shall mean the materials and equipment specified in Appendix A.
"RF" shall be interchangeable with the term Radio Frequency.
"State" shall mean the State of Texas in which Client is located.
"Third Party' shall mean a person or entity other than Client or HD Supply Waterworks.
"Utility Service Are ' shall mean the geographic area where the Project will be installed and the Work
(and, if applicable, the Services) will be performed, This geographic area shall be specifically defined as the service area of
the City of Anna and any other geographic areas including Client's system that HD Supply Waterworks, in its discretion,
shall approve in writing for inclusion in the Utility Service Area, Said approval shall not be unreasonably withheld or
delayed.
"Warranty Perio " shall have the meaning set forth in Appendix D to this Agreement.
"Work" shall mean all work required for the completion of HD Supply Waterworks' obligations under
this Agreement, including, to the extent that the Parties execute and deliver the Installation Contract attached hereto as
Appendix A, the installation Work contemplated by the Installation Contract.
3. Term. The Term of this Agreement shall begin on the commencement date as listed in the opening
paragraph and, unTe—ssearlier terminated in the manner contemplated by this Agreement, shall continue for a period of one
year. Thereafter, this Agreement will automatically renew for additional periods of one year each under the same terms and
conditions, until terminated by either party as specified herein. Notwithstanding the foregoing, either Party may terminate
this Agreement and the Services and Work described herein by giving the other Party sixty (60) days prior written notice of
its termination of this Agreement. No such termination shall have the effect of terminating any Financing Contract
between the Parties if there are any amounts outstanding in respect of such Financing Contract.
4. HD Supply Waterworks' Responsibility. HD Supply Waterworks shall provide Services, supply
Project Materials and Supplies, and do all other Work as described in this Agreement. Without limiting the generality of
the foregoing, RD Supply Waterworks shall maintain supervision of all its subcontractors. Any Work beyond the scope of
the Work agreed to herein shall not be considered as part of this Agreement. There shall be no implied or verbal
agreements between the Parties relating to the subject matter of this Agreement.
5. Client's Responsibility. Client shall be responsible for cooperating with HD Supply Waterworks,
providing accurate information in a timely manner, and making payment in a timely manner for Work performed, Project
Materials and Supplies famished, or Services rendered. Client shall designate a representative who will be fully acquainted
with the Work and will be reasonably accessible to RD Supply Waterworks and its subcontractors, and will have the
authority to make decisions on behalf of Client. Client shall provide to HD Supply Waterworks and its subcontractors all
information regarding legal limitations, utility locations and other information reasonably pertinent to this Agreement and
the Project. Client shall be required to give prompt notice should it become aware of any fault or defect in the Project.
6. Default of Client. The following events shall be considered events of Default of Client: (a) The failure
of Client to make payments to HD Supply Waterworks in accordance with the terms of this Agreement; (b) any written
representation or warranty provided by Client that proves to be materially false or misleading when made; or (c) any
material failure of Client to comply with or perform according to the terms of this Agreement or to correct such failure to
perform within any cure period specified in this Agreement. If an event of Default by Client occurs, HD Supply
Waterworks will exercise any and all remedies available to it under this Agreement.
7. Default of HD Supply Waterworks , The following events shall be considered events of default on the
part of HD Supply Waterworks: (a) failure of RD Supply Waterworks to provide adequate personnel, equipment, and
supplies in accordance with the provisions and specifications of this Agreement; (b) any failure to promptly re -perform,
within a reasonable time, Work or Services that properly were rejected as defective or nonconforming; (c) the failure of HD
Supply Waterworks to deliver its Work and Services free and clear of any lien or encumbrance by any subcontractor,
laborer, materialman, or other creditor of HD Supply Waterworks; (d) any representation or warranty (other than a warranty
as contemplated by Section 10 of this Agreement) provided by HD Supply Waterworks proves to be materially false or
misleading when made; or (c) any material failure of HD Supply Waterworks to comply with or perform according to the
terms of this Agreement or to correct such failure to perform within any cure period specified in this Agreement. In the
event of default by RD Supply Waterworks, Client may exercise any and all remedies available to it under this Agreement.
8. Insolvene . In the event that either Party becomes insolvent or makes an assignment for the benefit of
creditors or is adjudicated bankrupt or admits in writing that it is unable to pay its debts, or should any proceedings be
instituted under any state or federal law for relief of debtors or for the appointment of a receiver, trustee, or liquidator of
either Party, or should voluntary petition in bankruptcy or a reorganization or any adjudication of either Party as an
insolvent or a bankrupt be filed, or should an attachment be levied upon either Parties equipment and not removed within
five (5) days therefrom, then upon the occurrence of any such event, the other Party shall thereupon have the right to cancel
this Agreement and to terminate immediately all work hereunder without further obligation.
9. Taxes, Permits, and Fees' HD Supply Waterworks shall be responsible for obtaining all permits and
related permit fees associated with the Project; provided, however, that Client must disclose any known fees in advance of
contract signing. Client shall be responsible for securing at its sole expense any other necessary approvals, easements,
assessments, or required zoning changes. 111) Supply Waterworks shall be responsible for all taxes measured by HD
Supply Waterworks' income.
10. Warrant . The warranty provided by HD Supply Waterworks and the manufacturer on Project Materials
and Supplies, Work, and Services shall be as set forth in Appendix D.
it. Indemnity. Subject to Sections 13 and 14 of this Agreement
(a) Except as otherwise expressly provided in Section 11(b) below, Client assumes all liability and
risk associated with the use, operation, and storage of the Project Materials and Supplies and for property damage, injuries,
or deaths associated with or arising out of the use and operation of the Project unless said damage, injury, or death is
proximately caused by HD Supply Waterworks, its employees, subcontractors, or agents. If any such damage, injury, or
death is proximately caused by any act or omission of HD Supply Waterworks, its employees, subcontractors or agents,
then HD Supply Waterworks shall indemnify, defend, and save and hold harmless Client and its officials, officers, agents,
and employees from and against any and all actual and direct liability, claims, demands, damages, losses, and expenses,
including, but not limited to court costs and reasonable attorney fees and related expenses incurred by the Client.
(b) HD Supply Waterworks shall indemnify, defend, and save and hold harmless Client and
employees fi-om and against all claims for payment of subcontractors or materialmen hired by HD Supply Waterworks for
Work relating to the Project. HD Supply Waterworks and Client agree that HD Supply Waterworks is responsible only for
damages that result from the intentional misconduct or the negligent act or omission of HD Supply Waterworks or its
subcontractors.
12. NAEqy. RD Supply Waterworks shall have the primary responsibility for the supervision, initiation, and
maintaining all safety precautions and programs necessary to complete its Work associated with the Project. HD Supply
Waterworks agrees to comply with all applicable regulations, ordinances, and laws relating to safety. It shall be the
responsibility of Client, however, to assure that HD Supply Waterworks is warned of any known hazards on sites owned by
the Client where 111) Supply Waterworks is authorized to do its Work.
13. Liability and Force Maieure. FID Supply Waterworks' liability under this Agreement shall not exceed
the total dollar value of this Agreement or One Million Three Hundred Forty Thousand Nine and 75/100 Dollars
($1,340,009.75), whichever is less. Neither HD Supply Waterworks nor Client shall be responsible to each other for any
indirect, consequential, incidental or special damages resulting in any form from the Project. Neither HD Supply
Waterworks nor Client shall be responsible to each other for injury, loss, damage, or delay that arise from Force Majeure.
HD Supply Waterworks shall not be responsible for any equipment or supplies other than Project Equipment and Supplies,
except that HD Supply Waterworks shall be responsible any actual and direct injury, loss, or damage related to such
equipment or supplies that HD Supply Waterworks may cause by intentional conduct or negligence,
14. Insurance and Risk * During the Tenn of this Agreement, HD Supply Waterworks shall maintain the
following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance
Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above:
(a) Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000
for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000
for each occurrence and not less than $100,000 in the aggregate.
(b) Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each
person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each
accident.
(c) Worker's Compensation Insurance in accordance with statutory requirements, and Employers'
Liability Insurance with limits of not less than $100,000 for each accident.
(d) HD Supply Waterworks shall firmish insurance certificates at Client's request to evidence such
coverages. The insurance certificates shall name Client as an additional insured on all such policies, and shall contain a
provision that such insurance shall not be canceled without 30 days' prior written notice to Client and HD Supply
Waterworks. In such event, fff) Supply Waterworks shall, prior to the effective date of the cancellation, serve substitute
certificates furnishing the same coverage.
15. Hazardous Materials. The Project and the Work expressly excludes any Work or Set -vices of any nature
associated or connected with the identification, abatement, cleanup, control, removal, or disposal of Hazardous Materials or
substances. Client warrants and represents that, to the best of Client's knowledge, there is no asbestos or other hazardous
materials in the Project premises in areas that HD Supply Waterworks shall be required to perform work that in any way
will affect HD Supply Waterworks' ability to complete the Project. If HD Supply Waterworks is made aware or suspects
the presence of Hazardous Materials, HD Supply Waterworks reserves the right to stop work in the affected area and shall
immediately notify Client. It shall remain Client's responsibility to correct the condition to comply with local and federal
standards and regulations. Client shall remain responsible for any Claims that result from the presence of the Hazardous
Materials. Client is responsible for proper disposal of all hazardous materials, including but not limited to lithium batteries.
16. Clearm . HD Supply Waterworks will be responsible for keeping the Project area free from the
accumulation of waste materials or trash that result from the Project -related Work. Upon completion of the initial Project -
related Work, HD Supply Waterworks will remove all waste materials, trash, tools, construction equipment and supplies,
and shall remove all surplus materials associated with the Project.
17. Delays and Access. If conditions arise that delay the commencement, completion, or servicing of the
Project as a consequence of Force Majeure or failure of Client to perform its obligation that prevents HD Supply
Waterworks or its agents from performing work, then HD Supply Waterworks will notify Client in writing of the existence
of delay and the nature of the delay. Client and HD Supply Waterworks will then mutually agree upon any new completion
dates, disbursement terms, and payment terms for the Work contemplated by this Agreement. Nothing in the foregoing
sentence shall be deemed to relieve Client from its obligation to provide to the extent set forth in this Agreement HD
Supply Waterworks and its subcontractors reasonable and safe access to facilities that are necessary for HD Supply
Waterworks to complete the Work.
18. Quality of Materials. HD Supply Waterworks will use the Project Materials and Supplies specified in
Appendix A. Where brand names and pail numbers are specified HD Supply Waterworks will use the items listed in
Appendix unless specified items are unavailable or discontinued. In this instance HD Supply Waterworks will work with
Client to choose a substitute. Where brand names are not specified, HD Supply Waterworks will choose Project Materials
and Supplies that are within industry norms and standards. Should Client require Project Materials and Supplies with
specific requirements, Client should make these specifications known in a timely manner. HD Supply Waterworks can use
Client -furnished or Client -specific materials; however, Client will need to provide them or pay the difference in price and
labor should any exist. Examples of Client specific requirements include but are not limited to country or state of origin,
union manufactured, specific brand, or manufacturing process.
19. Financin . If the Parties so agree and have so indicated in Section I of this Agreement, HD Supply
Waterworks shall provide financing for the Project pursuant to any separate Financing Contract executed and delivered by
the Patties as contemplated by Appendix C. The Financing Contract is not part of this Agreement, and this Agreement is
not pail of the Financing Contract.
20. Lellal Governance The laws of the State shall govern this Agreement and the relationship of the Parties
contemplated hereby.
21. Dispute Resolution.
(a) The Parties will attempt in good faith to resolve through negotiation any dispute, claim or
controversy arising out of or relating to this Agreement. Either Party may initiate negotiations by providing written notice
to the other Party, setting forth the subject of the dispute and the relief requested. The recipient of such notice will respond
in writing within three business days fi-om receipt with a statement of its position on, and recommended solution to, the
dispute. If the dispute is not resolved by these negotiations within 15 business days following the date of the initial written
notice, the matter will be submitted to mediation in according with Section 21 (b) below.
(b) Except as provided herein, no civil action with respect to any dispute, claim, or controversy
arising out of or relating to this Agreement may be commenced until the Parties have attempted in good faith to resolve the
matter through a non -binding mediation proceeding, under the mediation procedure of the CPR Institute for Dispute
Resolution ("CPR!'), JAMS/Endispute, the American Arbitration Association ("AAA"), or as otherwise agreed upon by the
Patties. Either Party may commence mediation by sending a written request for mediation to the other Party, within 45
business days following the expiration of the 15-business day period under subsection (a) above, setting forth the subject of
the dispute and the relief requested. Unless the Parties agree otherwise in writing, a single mediator shall conduct the
mediation, and the mediator shall be selected from an appropriate CPR, JAMS/Endispute, AAA or other panel as agreed
upon by the Parties. The mediation shall be conducted in the county of the State in which Client has its principal office.
Each Party may seek equitable relief prior to or during the mediation to preserve the status quo pending the completion of
that process. Except for such an action to obtain equitable relief, neither Patty may commence a civil action with respect to
the matters submitted to mediation until after the completion of the internal mediation session, or 45 days after the date of
filing the written request for mediation, whichever occurs first. Mediation may continue after the commencement of a civil
action, if the Parties so desire.
(c) The Parties further agree that in the event any dispute between them relating to this Agreement is
not resolved under Section 21 (a) or (b) above, exclusive jurisdiction shall be in the trial courts located within the county of
the State in which Client has its principal office, any objections as to jurisdiction or venue in such court being expressly
waived.
(d) All issues and questions concerning the construction, validity, enforcement and interpretation of
this Agreement shall be governed by, and construed in accordance with, the laws of the State, without giving effect to any
choice of law or conflict of law rules or provisions (whether of the State or any other jurisdiction) that would cause the
application hereto of the laws of any jurisdiction other than the laws of the State.
22. AttorneV's Fees. In the event of any litigation between Parties hereto arising from or with respect to this
Master Project Agreement, the Parties will each bear their own attorneys' fees and costs of the action.
23. Assignabili . Client may not assign, delegate or otherwise transfer this Agreement or any of its rights or
obligations hereunder without HD Supply Waterworks' prior written consent.
24. Notices. All notices and communications related to this Agreement shall be made in following address:
If to Client: City of Anna
Attn: City Manager
I I I N. Powell Parkway
Anna, Texas 75409
If to RD Supply Waterworks: RD Supply Waterworks, Ltd.
6959 State Highway 276
Royse City, TX 75189
Shellie Rabroker
HID Supply Waterworks, Ltd.
1601 S. Wall St.
Belton, TX 76513
Shellie.Brinkman@HDSupply.com
25. Binding Effec . Each of Client and FID Supply Waterworks represents and warrants to the other that
this Agreement has been duly authorized, executed and delivered by such Party and constitutes a legal, valid and binding
agreement of such Party enforceable against such Party in accordance with its terms.
26. Modifications. This Agreement shall not be modified, waived, discharged, terminated, amended, altered
or changed in any respect except by a written document signed and agreed to by both HD Supply Waterworks and Client.
27. Severabilit . Any term or provision found to be prohibited by law or unenforceable shall be ineffective
to the extent of such prohibition or unenforceability without, to the extent reasonably possible, invalidating the remainder
of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.
"HD SUPPEY WATERWORKS"
HD SUPPLkV WAT-FiRVORES, LTD.
By: Y--A � �
Printed NamA Lmrf -eaoa<
Printed Title
"CLIENT"
SUPPLY.
WATERWORKS
Appendix A
Procurement, Installation, and Manallement Contract
Provider: HD Supply Waterworks, Ltd. ("HD Supply Waterworks")
Client: City of Anna
This Procurement, Installation, and Management Contract (the "Installation Contraef') is an Appendix to the Master Project
Agreement of even date herewith (the "Master Agreemen ') concerning the Project referenced in the Master Agreement.
1. Summary of Work. The Summary of Work for the Project contemplated by the Master Agreement
consists of application design of the AMR system, providing and installing all Project Materials and Supplies as listed in
Exhibit A-1, and management of the installation process. The purpose of this Work is to upgrade the existing system in
order to provide an ANUR-capable system that will meet or exceed the Factory Installation Recommendations.
Summary of Work:
Supply and installation of water meters, collectors and monopoles as specified in Exhibit
A- 1.
2. Pro'ect Implementation Period. The Project is projected to commence on the commencement date
specified in the Master Agreement and will continue for a period of one year. Thereafter, this Installation Contract will
automatically renew for additional periods of one year each under the same terms and conditions, until terminated by either
party as specified in the Master Agreement.
3. Compensatio . Client agrees to pay HD Supply Waterworks for the Project Materials and Supplies and
work as described in Exhibit A-1 and additionally for each supplemental item as required by Client and agreed by the
parties. In addition, Client agrees to pay HD Supply Waterworks for the Work and Services contemplated by this
Installation Contract as set forth in the Master Agreement. Prices specified in Exhibit A- I are valid for one year from the
commencement date specified in the Master Agreement. Thereafter, HD Supply Waterworks will provide Client with 30
days' advance written notice of price changes. In the event the parties are unable to agree on price changes, this Installation
Contract and the Master Agreement may be terminated by either party for convenience as specified in the Master
Agreement. Payment terms shall be as follows:
(a) Payment for Proiect Materials and Supplies. Client will make payment to HD Supply
Waterworks for Project Materials and Supplies within 30 days of the receipt of an invoice for such Project Materials and
Supplies (which will be invoiced no more frequently than weekly. No payment shall be made for Project Materials and
Supplies, however, until Client shall have issued a related Acceptance Certificate, which Client shall issue promptly
following its receipt of Project Materials and Supplies.
(b) Draw Schedule. This Section 3(b) [ ] shall be applicable, or [ X ] shall not be applicable (mark
as appropriate) to this Installation Contract, If this Section 3(b) is applicable, HD Supply Waterworks shall be entitled to
percentage payment for its Work and Services in accordance with the following draw schedule:
Draw Schedule:
Project Start Date
XXXX
25% Complete
XX/XX/XXXX
50%
XX/XX/XXXX
75%
XX/XXJXXXX
100%
XX/XX/XXXX
No payment shall be made, however, until Client shall have issued an Acceptance Certificate with respect to such Work and
Services, which Client shall issue promptly based on achievement of the draw schedule milestones set forth above. RD
Supply Waterworks shall be paid for Project Materials and Supplies as set forth in Section 3(a) above.
(c) No Draw Schedule. If the Pat -ties have not agreed to a draw schedule in Section 3(b) above,
Client shall pay HD Supply Waterworks for all Work and for Services as such Work and Services are performed, with RD
Supply Waterworks to bill Client on a monthly basis for all of the foregoing. Client will make payment for all Work and
Services performed under this Installation Contract within 30 days after receipt of HD Supply Waterworks' invoice for
such Work and Services (which will be invoiced monthly). No payment shall be made, however, until Client shall have
issued an Acceptance Certificate with respect to such Work and Services, which Client shall issue promptly based on
achievement of the draw schedule milestones set forth above. HD Supply Waterworks shall be paid for Project Materials
and Supplies as set forth in Section 3(a) above.
(d) Financintz Comme . Where the Parties have agreed to a separate Financing Contract (which is
not part of this Contract, and this Contract is not part of the Financing Contract), payment shall be made as monies are
advanced under the Financing Contract.
4. Installation Responsibilities of H Supply Waterworks.
(a) Project Installatio . HD Supply Waterworks agrees to do the Work, provide the Services, and
furnish the Project Materials and Supplies in accordance with Client's specifications that are attached to this Installation
Contract during the estimated construction period listed above. HD Supply Waterworks will be responsible for installing
the Project according to manufacturer standards.
HD Supply Waterworks will warrant the Project Materials and Supplies, the Work, and any other Services as provided in
Section 10 of the Master Agreement Client may elect to execute a Service Contract with HD Supply Waterworks for
additional maintenance provisions.
(b) Water Shuroffs. FID Supply Waterworks, its agents and subcontractors, will be responsible for
shutting off the water to each meter serviced as well as notifying each customer of the water shmoff. Some assistance may
be required by Client with the notification of its customers. The Installation team will knock on the doors of residential
customers as well as leave notifications on their doors. In the case of large commercial customers such as: schools,
hospitals, nursing homes or any other commercial customer, special efforts will be made to ensure minimum disruption to
their water needs. In order to prevent any damage from running flush valves or any other plumbing fixtures that are
sensitive to water shutoffs, HD Supply Waterworks will schedule replacements with these commercial customers and will
notify the maintenance personnel when turning the water back on at these facilities, Regardless of any effort of RD Supply
Waterworks, ultimate responsibility of any and all fixtures inside buildings will remain the responsibility of the end user
and/or Client as detailed in any Service Contract that exists between Client and its Customers.
In the event that the service location lacks a curb stop, or it is defective, HD Supply or its representative will contact the
utility. In this event the utility will either A) authorize HD Supply to repair the defect at the price as listed in appendix A- I
or, B) the utility will repair the defect themselves and notify HD Supply that the repair has been made or, Q Exclude the
meter change out from the Project.
(C) Meter Boxes, Vaults, and Roadways. RD Supply Waterworks is responsible for repairing any
damages to meter boxes, vaults, and roadways that result fi-om the installation of the Project; provided, howeve , that HD
Supply Waterworks shall not be liable for pre-existing conditions or leaks. HD Supply Waterworks will install new meter
boxes as authorized by the Client's representative, with appropriate lid selection, at a price mutually agreed upon. RD
Supply Waterworks will not retain all existing water meters and materials pulled fi-om the ground during the installation.
(d) AMI Infrastructure Work. HD Supply Waterworks will develop a Scope of IT764 specific to the
design, deployment, and execution of any AMI infrastructure work as per the Project needs. This Scope of Mork will be
tailored to the Project, as well as any site specific conditions. Once this Scope of Work is developed and mutually agreed
upon by the Parties, it will become extension to the Master Project Agreement Appendix A, and as such will be binding
between the parties.
(e) Disposal. HD Supply Waterworks will be responsible for the disposal of all waste, debris and
materials ftom the installation of the Project.
(f) Liability.
Water Meter Change out: HD Supply Waterworks is responsible for any damages that occur
within 6" on either side of the water meter resulting from the Project installation. Any damages incurred within this 6" area
will be promptly repaired at the expense of HD Supply Waterworks, HD Supply Waterworks is not liable for damages
outside the 6" zone, either on the water distribution side or oil the customer side incurred from the Project installation
including shutoff, temporary outage, and restart of water service unless such damages are caused by the intentional or
negligent conduct of HD Supply Waterworks, its employees, subcontractors, or agents. HD Supply Waterworks is not
liable for any pre-existing conditions including leaks, faulty workmanship and materials from previous projects or rust.
Should such conditions occur (i.e.leaks) HD Supply Waterworks may document them and at Client's written request repair
them for a negotiated price,
Back -Flow Prevention Devices: Should the Client elect to have HD Supply Waterworks install
or repair any Back -Flow Prevention Devices, HD Supply Waterworks assumes no liability or responsibility for the proper
functioning of these devices. HD Supply Waterworks recommends that the utiliLy notify each customer about the potential
impact of thermal expansion, but leaves this decision to the discretion of the utility.
(g) Non -Covered Work. Contracted meter change outs contemplate a standard meter change
out, In the event that locations exist where conditions exist which require nonstandard work (i.e. move a service location
etc., move fences for or other customer structures & items for access, install systems in heavy traffic locations alleys,
parking lots etc.), III) Supply and the Client will discuss pricing and work may proceed from this point or the Client may
elect to excuse this work from the Project. In any event where safety concerns would cause undue risk to the work Crews.
5. Responsibilities of Client during Installation.
(a) Owner-Fumished Data. Client shall provide HD Supply Waterworks all technical data in
Client's possession, including previous reports, maps, surveys, and all other information in Client's possession that HD
Supply Waterworks informs Client's representative is necessary as it relates to Project. Client shall be responsible for
identifying the location of meters. Should HD Supply Waterworks require assistance in finding the meter location, Client
shall locate the meter in a timely manner.
(b) Access to Facilities and Prope . Client shall make its system facilities and properties
reasonably available and accessible for inspection by RD Supply Waterworks and affiliates.
(c) Client Cooperation. Client support will be required during implementation of this Improvement
Measure to obtain access to meter boxes/pits, infrastructure sites and to coordinate utility interruptions. Client will provide
notification in its billing or by other means to its customers that HD Supply Waterworks is performing the designated work
and that possible service interruption may result.
(d) Timely Revie . That Client through its designated representatives shall examine all invoices,
and inspect all completed work by HD Supply Waterworks in a timely manner. In the event that a Client delay results in
the lack of a progress payment disbursement, reserves the right to delay further work without penalty until such time as
payments are made. HD Supply Waterworks further reserves all rights and options available to it under the Master Project
Agreement.
IN WITNESS WHEREOF, the Pat -ties have executed this Installation Contract as of November _, 2016.
"HD SUPPLY WATERWORKS"
RD SUPMYWATERWORKS, LTD.
By: _
Printed
Printed Title ptRele-1- MrR_
10
"CLIENT"
City of Anna
I I
m, ��o -,m,
4-lDSUPPLY.
WATERWORKS
Exhibit A-1
Material Proeurement SummaLy
For Installation Contract
Provider: RD Supply Waterworks, Ltd. ("HD Supply Waterworks")
Client: CITY OF ANNA
This Material Procurement Summary is an Exhibit to and hence part of the Installation Contract contemplated by the
Master Project Agreement (the "Master Agreeme "), and it includes all Project Materials and Supplies to be used in
connection with the Work contemplated by the Installation Contract and the Master Agreement, as the same will be
identified specifically in future invoices generated by HD Supply Waterworks and attached to each Acceptance Certificate
(Exhibit A-2) contained in the Installation Contract. A summary of the Project Materials and Supplies required for the
Project is as follows:
See attached.
12
PROPOSAL
CUSTOMER City of Anna
ATTN: Steven
Phone:
NEPTUNE ALL-AMERICAN MADE
PROJECT Mobile Read Package Enhanced
TEVW'3-.-VET-S&--
Royse City office
6959 Hipy 276
214-240-7805jax 972-635-9325
TOLL FREE 1-800-225-2968
Jeff Richards
AMRIA111Product Specialist
DATE: 111912016
Neptune AMR/AMI Package
Egipment and Software
"WINK"NO
$ 46,875. 0
pifflol,
MPX920 W/Panasonic ah-Book
N SIGHT PLUS 5.0 Plus SOFTWARE
Total Saftwarelreadhig equip
Install 3 V4 GATEWA"C collectors
125' monopole W/V4 GATEWAY AC
75'monopole W/V4 GATEWAY AC
Mobilizabin
�N��
Labor and installation1meters & eq.
Thank you for the opportunity of submitting this quote.
HUD
suppLy I WATERW6RKS
J :Io] ;LOT--f-, I
CUSTOMER City of Anna
ATTN: Steven
Phone:
NEPTUNE, ALL-AMERICAN MADE
PROJECT Mobile Read Package Enhanced
Royse City office
6959 Trivy 276
214-240-7805fax 972-635-9325
TOLL FREE 1-800-225-2968
Jeff Richards
AMPIAA11 product Specialist
DA TE: 111912016
R9001 I" Meters BRZ BTM TIO
R90011.5 Meters BIRZ Body TIO
�M�R�2"
Meters BRZ Body TIO
�M��"001
4" Meters BRZ Body TF Compound
R900I 6" Meters BRZ Body TIF Compound
Thank you for the opportunity of submitting this quote.
Rayse City office
6959 Hivy 2 76
214-2,10-7805fax 972-635-9325
PROPOSAL
TOLL FREE 1-800-225-2968
CUSTOMER City of Anna
Jeff Richards
AHRIA111'Product Specialist
ATTN: Steven
Phone:
NEPTUNE, ALL-AMERICAN MADE
PROJECT Meter Installation
TERMS: NET 30
DA TE., 1012512016
f IW -M-eif e-r—s W476-W7AM
sit
$ 180 �58900
Thank you for the opportunity of submitting this quote.
Exhibit A-2
Acceptance Cerfificat
Client under the Master Project Agreement (the "Master Ageemen ') with HD Supply Waterworks, Ltd. hereby certifies
This Acceptance Certificate is a Partial/Final (Circle one) Acceptance Certificate delivered under the Procurement,
Installation, and Management Contract (the "Installation Contract") to which it is attached.
I . The Project Materials and Supplies listed on the attached invoice (or in the event of a final Acceptance
Certificate all Project Materials and Supplies provided under the Installation Contract and the Master Agreement), have
been delivered to Client.
2. Client has conducted such inspection and/or testing of the Project Materials and Supplies as it deems
necessary and appropriate and hereby acknowledges that it accepts the Project Materials and Supplies for all purposes on
the date indicated below. The Project Materials and Supplies have been examined and/or tested and to the best of Client's
knowledge are in good operating order and condition and in all respects satisfactory to the undersigned and complies with
the terms of the Installation Contract, subject, however, to the warranty provided in Section 10 of the Master Agreement.
3. Based on and the acceptance set forth herein, Client agrees that the Manufacturer's Warranty Period on
all water equipment shall be deemed to have begun on the date when the manufacturer shipped such equipment and that the
Manufacturer's Warranty Period shall end in accordance to the referenced warranties in Appendix D, Exhibit D-1.
4. Client has examined all Work and Services performed by HD Supply Waterworks and covered by the
related invoice or draw requests and to the best of Client's knowledge finds such Work and Services to have been
performed in a workmanlike manner and in accordance with all applicable specifications. Client therefore accepts such
Work and Set -vices, Based on the acceptance set forth herein, Client agrees that the Warranty Period for the Work and
Services shall end on , 20 (i.e. one year from the date of shipment).
5. The following is a punch list of items left to be completed for current phase or final phase Circle one) of
the Project:
I Insert Punch list I
Agreed to and Accepted as of _, 20 by
"CLIENT"
CITY OF ANNA
By:
Printed Name:
Printed Title
IR
Appendix B
(Reserved)
17
APPENDIX C
(Reserved)
18
follows:
Appendix D
WARRANTY
The warranties on water meters included in Project Materials and Supplies, and on Work, and Services shall be as
Proicet Materials and Supplies.
(a) General. Meters and equipment included in Project Materials and Supplies that Client purchases
from HD Supply Waterworks are warranted by the manufacturer to be free from Manufacturers' Defects for the period
specified in the manufacturer's warranty. A copy of the present warranty of each meter manufacturer that will supply
meters and equipment as part of the Project Materials and Supplies is attached hereto as Exhibit D-1. The term of such
manufacturer's warranty shall be as set forth in such attached warranty (as the same may be changed from time to time
during the course of the performance of the Master Agreement, but with changes to apply only to purchases of meters
occurring after the change becomes effective), but generally the start date for meter and equipment warranties is the date of
the manufacturer's shipment of such equipment as noted in the applicable Acceptance Certificate attached to this
Agreement as Exhibit A-2 ("Manufacturer's Warranty Period'). PROJECT MATERIALS AND SUPPLIES OTHER
THAN METERS and EQUIPMENT ARE NOT WARRANTED. HD SUPPLY WATERWORKS DOES NOT PROVIDE
ANY SEPARATE WARRANTY FOR PROJECT MATERIALS AND SUPPLIES.
(b) HD Supply Waterworks' Responsibilit . Upon any breach of the manufacturer's warranty on a
water meter noticed to HD Supply Waterworks during the applicable Manufacturer's Warranty Period, ffD Supply
Waterworks' sole responsibility shall be to cooperate with Client in arranging for the manufacturer to repair or replace any
defective meters or equipment.
2. Installation Work and Services,
(a) General. HD Supply Waterworks warrants that all installation Work and Services provided by
HD Supply Waterworks shall be performed by HD Supply Waterworks in a workmanlike manner and in compliance with
any specifications set forth in this Agreement, with such warranty to expire one year from the date when such installation
Work was performed or such Services were provided (the "Warranty Period").
(b) Exclusive Remed . Upon any breach of HD Supply Waterworks' warranty as to installation
Work or Services during the applicable Warranty Period, HD Supply Waterworks' sole responsibility shall be to perform
any corrective installation Work or Services necessary to bring HD Supply Waterworks' installation Work and Services
into compliance with such requirements.
3. DISCLAIMER OF FURTHER WARRANTIES. EXCEPT FOR THE FOREGOING EXPRESS
WARRANTY, HD SUPPLY WATERWORKS DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES
INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. IN NO EVENT SHALL HD SUPPLY WATERWORKS BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND.
19
Exhibit D-1
Manufacturers' Warranties
Attached to this Exhibit D-I are the manufacturers' warranties for each of the manufacturers of Project Materials.
20
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CITY SECRETARY' OFFICE
DOCUMENT TRANSMITTAL FORM
The City Secretary's Office receives multiple documents requiring different actions from
each department. This transmittal form is to be completed and attached to each
document to ensure documents are processed properly and in a timely manner.
PRINT OR TY E ,
Date: 11 3 0 1, (1P From:
I I
Document Title: �NQ &AAA
What action is required for this document? A
Purchase Order , Preservation
A- ,
Notes: " h t4wAq
Department: 4AA/
wal Signature.
or Other ?
Preservation Information
Refer to Records Retention Schedules at https.-IlwNw.tsl.texas..qovlslrmlrecordspubsllocalretention.htmI
Retention Schedule: Record Series #: Retention Period:
Project Name (If applicable):
• Is this document an Original orCopy_?
• Did your department retain a scan papercopy or both ?
Notes:
Is this document part of an Ordinance _, Resolution Contract
or Agreement - ? If yes, provide number
If no, provide other parties information
Notes:
Anyqddition,alt information that may" be useful to the City Secretary about this document:
C4 � mbub/ lyttlklt)�,
Document Transmittal Form 9115116
CERTIFICATE OF INTERESTED PARTIES FORM 1295
Complete Nos, I - 4 and 6 it there are interested parties.
OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 it there are no interested parties,
CERTIFICATION OF FILING
Certificate Number.
1 Name of business entity filing, form, and the city, state and country of the business entity's place
of business.
2016-139356
HD Supply Waterworks, LTD.
Dallas, TX United States
Date Fftedz
11/22/2016
2 Name of governmental entity or State agency that is a party t,6 the contFa—ci for �ahicfi the form 1
being filed.
City of Anna
Date Acknovdedged*
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other prop" to be provided under the contract.
PID#228
Water Meter Project
4 Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check appitcable)
Controlling
Intermediary
5 Check only if there is NO Interested Party.
6 AFFIDAVIT I swear, or affirm, urider penalty of perjury, that the above disclosure is true and correct.
REBECCA L HAMADY
Notary PubliC, State of Texas
V" MY Commission Expires
000bet 21, 2018 Si, tureo. uthorized agent of contracting business entity
AFFIX NOTARY STAMP / SEAL ABOVE
Sworn to and subscribed before me, by the said this the dyof 1'JVV'VH!y9;4Z,
20_&,_ to certify which, itness my hand and seal of office.
'0-0' (00 6WA L Awoy 6Jo-r,4g y
- —
Signature of officer administering oath Printed name of officer administering oath Title of officer administe6ng oath
Forms pro\dded by Texas Ethics Commission wWW.ethicS.StatS.tX.US VArsion VI-0-277