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HomeMy WebLinkAboutCAG2022-266 - Original - Ferguson Enterprises, LLC - Sensus Software, License and Installation - 06/16/2022LS/SP MC Daniel Blincoe IT 06/14/2022 06/28/2022 N/A W20097, 52001770.64260.1800 N/A Ferguson Enterprises Contract 67978 Original Sensus Software and Installation System Purchase Agreement for installation and maintenance of Sensus Software. Provides water meter reading software and a billing interface, replacing the Radix system. $25,707.01 Direct Negotiation 6/14/22 CAG2022-266 6/16/22 SYSTEM PURCHASE AGREEMENT Page 1 SYSTEM PURCHASE AGREEMENT Between the City of Kent and Ferguson Enterprises, LLC This System Purchase Agreement (Agreement) is between the CITY OF KENT (City or Customer), a Washington Municipal Corporation located at 220 Fourth Avenue South, Kent, WA 98032 and FERGUSON ENTERPRISES, LLC , organized under the laws of the Commonwealth of Virginia with its principal place of business at 12500 Jefferson Avenue, Newport News, VA 23602, effective on the last date signed below. This Agreement is including installation and implementation services, all of which will continue to be supported and maintained by Vendor under the terms of this Agreement. 1. Description of Work and Services Provided by Vendor. 1.1 Products and Services Provided. Vendor shall provide the City with those Vendor products; software licenses; and installation, configuration, implementation, and maintenance will provide the City with a proposal that describes the software, support, and/or installation, configuration, implementation, and maintenance services desired by the City, along with their total cost inclusive of Washington State sales tax. If the City accepts the pricing provided for in proposal, Vendor shall provide those Products and Services under the terms provided for in this Agreement. Upon acceptance of the proposal by the City, such proposal shall form an addendum to this Agreement and shall be subject to its terms and conditions. However, the proposal shall provide only for the stated Product(s) and Services and their associated cost; no additional purchase terms or contract provisions included on any Vendor proposal shall be given effect or 1.2 Grant of License to Access and Use Products and Services. For the term of this Agreement including any renewals, Vendor hereby grants to City, including to all its Authorized Users, a revocable, non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to install, integrate, configure, implement, and use the Products and Services Vendor makes available to the City through this Agreement, which may include Products and Services accessible for use by the City on City servers or on a subscription basis (Services"). Such Products and Services shall include those specified within Exhibit A, as well as any additional or future Products and Services that are added during the term of this Agreement under the process provided for in Section 1.1 of the Agreement. The City shall refrain from taking any steps such as reverse assembly or reverse compilation, to derive a source code equivalent to the Products and Services as further described in Section 9.3. 1.3 Privacy Policy. In providing the Products and Services under this Agreement, the City Exhibit F. 2. Term. The initial term of this Agreement shall be two (2) year(s), commencing on the effective date of this agreement (the last date on which the parties to this Agreement have executed this Agreement)(Initial Term), with the option upon mutual agreement to renew annually thereafter. This Agreement shall automatically renew for a Renewal Term unless either Party gives written notice of cancellation as set forth in Section 13. calendar days unless a different meaning is expressly stated. 3. Subscription Fees/Taxes. SYSTEM PURCHASE AGREEMENT Page 2 3.1 Subscription Fees. Subscription fees and payment terms for the Products and Services ordered at the time this Agreement was originally signed are as set forth in the attached and incorporated Exhibit A and, for any additional Products and Services provided by Vendor on an as- needed basis as set forth in Section 1.1 of the Agreement, the City agrees to pay any invoice issued receipt and acceptance of such items as conforming to the terms of this Agreement. For any software license or maintenance fees due for those Products and Services, the Vendor shall invoice the City for those fees at least 30 days before the commencement of the term applicable to those license and maintenance fees 3.2 Undisputed Fees. Undisputed invoices shall be due and payable within 30 days whichever event occurs last. No retainage shall be held from any invoice. City shall notify Vendor in writing of any disputed amount within 15 business days of receipt of the applicable invoice. Portions of invoices that are subject to a good faith billing dispute shall not be considered delinquent for purposes of this Agreement. Disputed billings are subject to Section 16.2, Dispute Resolution. 3.3. Taxes. All contract amounts shall be inclusive of sales or other applicable taxes, and invoices shall include all tax obligations stated separately from the contract amounts. City shall pay all applicable sales, use, value added or similar taxes to Vendor and Vendor shall remit all such taxes, if imposed by local and/or state authorities on all software, and other taxable goods and services procured by the City under this Agreement. 3.4 Card Payment Program. The Vendor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Vendor. If the Vendor voluntarily participates in this Program, the Vendor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Vendor shall not charge those fees back to the City. 4. System Availability and Support Services. The Products and Services shall be available to the City along with support services as described in the attached and incorporated Exhibit B. 5. Representation and Warranties. The warranties provided for in this section are in addition to any other warranties afforded by law. 5.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, and shall have obtained and continue to maintain all licenses, permits, and certifications required for such Party in connection with the performance of this Agreement; (b) the execution of this Agreement and performance of its obligations hereunder do not and will not violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid, and binding obligation when signed by both Parties. 5.2 Vendor Warranties and Representations. Vendor represents and warrants that the Products and Services will be provided and performed in a professional and workmanlike manner, consistent with applicable industry standards and the corresponding specifications set forth in the applicable Statement of Work and Service Level commitments. Notwithstanding anything herein to the a. Deliverables. Vendor represents and warrants that each deliverable shall meet and confirm to its applicable specifications as provided herein following its acceptable and during the Term. Vendor also represents and warrants that the Products and Services, in whole and in part, SYSTEM PURCHASE AGREEMENT Page 3 shall operate and be provided in accordance with any applicable manufacturer documentation, and this Agreement b. Services. Vendor represents and warrants that it shall perform the Services required pursuant to this Agreement in a professional manner, with high quality. c. Title Warranty and Warranty against Infringement. Vendor hereby warrants and represents that Vendor is the owner of the Products and Services provided or licensed hereunder, or otherwise has the right to grant to the City, the licensed rights to use the Products and Services made available through this Agreement without violating any rights of any third-party worldwide. Vendor represents and warrants that (i) Vendor is not aware of any claim, investigation, litigation, action, suit or administrative or judicial proceeding pending or threatened based on claims that Products and Services infringe or misappropriate any patents, copyrights, trade secrets or other intellectual property rights of any third-party; and (ii) Products and Services do not knowingly infringe upon or misappropriate any patents, copyrights, trade secrets or any other intellectual property rights of any third-party. d. Maintenance Services Warranty. Vendor warrants that, in providing the Products and performing the Services under this Agreement, Vendor shall substantially and materially comply with the descriptions and representations as to the Products and Services, including performance capabilities, accuracy, completeness, characteristics, Statement of Work, configurations, standards, function, and requirements, which appear in . e. Warranty of Compliance with Applicable Law. Vendor warrants the Products and Services shall comply with all applicable federal, state, and local laws, regulations, codes, and ordinances to which they are subject. Vendor warrants that, throughout the Term of this Agreement, including any renewals, the Products and Services shall comply with all applicable federal, state, and local laws, regulations, codes, and ordinances to which they are subject. Vendor represents and warrants that it shall comply with all applicable local, state, and federal licensing, accreditation, and registration requirements and standards necessary in providing the Products or performing the Services. f. Warranty of Services; General Responsibilities. Expressly subject to the Vendor warrants the Products and Services for the term of this Agreement. Vendor shall coordinate with the manufacturer to provide Warranty Services as described in this Agreement at no additional cost to correct deficiencies in the Products and Services and to repair and maintain the Products and Services in accordance with the specifications, subject warranty service responsibilities shall include, but not be limited to the following: i. Promptly and diligently perform and reperform the Services which are not in compliance with documentation/specifications, representations, and warranties at no additional cost to the City; ii. Maintain the Products and Services in accordance with the specifications and terms of this Agreement and meet all availability and system performance service levels as specified in this Agreement. iii. Promptly coordinate with the City all tasks related to correcting problems and deficiencies connected with the Products and Services. iv. Not disable any City software, including any software provided by Vendor with the Products and Services, without notice to and agreement by the City. SYSTEM PURCHASE AGREEMENT Page 4 v. If Vendor and/or City reasonably determines that Vendor is unable to remedy such deficiencies, Vendor or City may terminate the Agreement and Vendor shall issue a prorated refund to City of the fees previously paid by City to Vendor for any unused term of this agreement and fees from the date of termination. 6. City Data/Vendor Obligations. 6.1 Ownership and Use. City owns all of the information and materials that it submits, uploads or transfers, or causes to be submitted, uploaded, or transferred Products and Services 6.2 Data Protection. Vendor shall reasonable physical, electronic, and procedural safeguards to protect and preserve the confidentiality protection legislative requirements and as the highest industry standards for privacy and security, which applicable policies are incorporated herein by reference. 6.3 Data Restrictions. Vendor shall restrict access to City Data to Vendor employees, affiliates' employees, or others who need to know that information to provide Products and Services to City. City Data shall be stored and hosted within the United States of America. Vendor will use City Data for the purposes described in this Agreement. Vendor will not sell, license, transmit or to do so; (2) it is necessary to allo Provide Products or perform Services Products and Services to City; (4) otherwise as Vendor is required by law after written notice to City of such requirement. Notwithstanding the to the terms of this Agreement. 7. Intellectual Property Ownership. Vendor (and its Licensors, where applicable) shall own all right, title, and interest, including all related intellectual property rights, in and to the Products and Services, the content, the software, and in its technology. This Agreement does not convey to Products and Services, technology, software, or the intellectual property rights owned by Vendor and its Licensors, where applicable. 8. Non-Disclosure of Confidential Information. - disclosure of Confidential Information is contained in the attached and incorporated Exhibit C. All Confidential Information is and shall remain the property of its owner to the extent consistent with applicable law. The disclosure of Confidential Information to the other party does not grant to it any express or implied right to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. 9. City Obligations. 9.1 Hardware Obligations. Except for any equipment or hardware provided by Vendor performance under this Agreement, the City shall be responsible for obtaining and maintaining all other computer equipment, hardware, software, and communications equipment needed to internally access and utilize the Products and Services. 9.2 Anti-Virus Obligations. The City will use commercially reasonable efforts to safeguard against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively "Viruses") that may reasonably affect the performance of software. SYSTEM PURCHASE AGREEMENT Page 5 9.3 Restricted Uses. The City will not: a. knowingly upload or distribute any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Products and Services, b. modify, disassemble, decompile or reverse engineer the Products and Services or pre-release equipment or hardware devices or software disclosed, c. copy, reproduce, resell or commercially exploit the Products and Services, d. reverse engineer, decompile or disassemble any software code and/or pre- release equipment or hardware devices disclosed. 10. Indemnification Obligations. 10.1 City Indemnification Obligations. Subject to Section 10.3 below, City shall defend, indemnify, and hold Vendor and its parent organizations, subsidiaries, Affiliates, officers, directors and employees harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (i) a third-party claim alleging that the use of City Data infringes the rights of, or has caused harm to, a third-party; (ii) a third-sentations and warranties; or (iii) a third-intellectual property rights of Vendor or its Licensors is in violation of this Agreement; (iv) third-party claim of injury or death to person or damage to property to the extent caused by the . 10.2. Vendor Indemnification Obligations. Subject to Section 10.3 below, Vendor shall defend, indemnify, and hold City and its elected officials, officers, employees, agents and attorneys harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys fees and costs) arising out of or in connection with: (i) any negligent , agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Agreement; (i) a third-party claim alleging that the s Products or Services, content, software, or technology infringes or misappropriates the rights of, or has caused harm to, a third-party; (ii) a third-party claim alleging a breach of any Vendor representations and warranties in this Agreement; (iii) a third-party claim alleging use of City Data is in violation of this Agreement; or (iv) a third-party claim alleging a breach of confidentiality or data security obligations, that infringes the rights of, or has caused harm to, a third-party, (v) third-party claim of injury or death to person or damage to property to the extent caused by the . 10.3 As an express condition of the foregoing indemnification obligations, the parties hereby agree that: a. the indemnified party shall promptly notify the indemnifying party in writing for any claim for which indemnification is sought; b. the indemnified party shall cooperate with all reasonable requests of the c. the indemnifying party shall be allowed to control the defense and settlement of such claim; SYSTEM PURCHASE AGREEMENT Page 6 d. the indemnifying party may not settle any claim that includes an admission of liability, fault, negligence or wrongdoing on the part of the indemnified party unless the indemnified party provides prior written consent, e. the indemnified party shall have the right, at its option and expense, to participate in the defense of any action, suit or proceeding relating to such a claim through counsel of its own choosing; f. each indemnified party will undertake commercially reasonable efforts to mitigate any loss or liability resulting from an indemnification claim related to or arising out of this Agreement. 11. Limitation of Liability 11.1. OBLIGATIONS, CONFIDENTIALITY AND SECURITY OBLIGATIONS, REPRESENTATIONS AND WARRANTIES, AND INTELLECTUAL PROPERTY INFRINGEMENT OBLIGATIONS, IN NO EVENT SHALL TH RESPECT TO ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE STATED INSURANCE GENERAL LIABILITY CAP IN EXHIBIT D HEREIN. FURTHER, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LIQUIDATED, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES FOR ANY REASON, REGARDLESS OF THE CAUSE. 11.2. NEITHER PARTY WILL BE LIABLE FOR BREACH-OF-CONTRACT DAMAGES SUFFERED BY THE OTHER PARTY THAT ARE REMOTE OR SPECULATIVE, OR THAT COULD NOT HAVE REASONABLY BEEN FORESEEN ON ENTRY INTO THIS AGREEMENT. 11.3. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. 12. Insurance. Vendor shall maintain insurance that is sufficient to protect its business against all applicable risks, at a minimum as set forth in the attached and incorporated Exhibit D, "Insurance Requirements." Vendor shall promptly provide City with certificates of insurance to evidence Vendor's continued compliance with Exhibit D. 13. Termination of Agreement. 13.1 Termination for Convenience. Either party may terminate this Agreement without cause. In the event of such desire, the City may terminate upon giving the Vendor 120 days advance written notice of termination, and the Vendor upon giving the City 120 days advance written notice of termination. 13.2 Termination by City for Cause. In addition to any other rights granted to City in this Agreement or under law, City has the right to terminate this Agreement upon written notice due to: a. a material breach of a term, representation, or warranty under this Agreement (including a material breach under any incorporated attachment, addendum and/or exhibit to this Agreement) by Vendor of any of its subcontractors or licensors of services if such material breach is not remedied within 30 days following receipt of written notice from City; or b. a third-Products or Services, content, data, infrastructure, professional services, technology, software, or any other services and products provided to the City by Vendor or its subcontractors or Licensors or other third-parties and the intellectual property rights associated therewith, infringes upon such third-intellectual property rights. SYSTEM PURCHASE AGREEMENT Page 7 c. City Council fails to appropriate funds for Products or Services under this Agreement. d. Vendor files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within 60 days of the filing thereof. 13.3 Termination By Vendor for Cause. In addition to any other rights granted to Vendor in this Agreement or under law, Vendor reserves the right, upon written notice to City, to terminate this Agreement due to: a. any undisputed amounts City owes that are delinquent greater than 90 days; or b. a material breach of the terms of this Agreement, other than a payment obligation, by City or its users if such breach is not remedied within 30 days following receipt of written notice of such breach from Vendor to City; or c. a third-intellectual property infringes upon such third- 13.4 No Suspension of Services. Provided City continues to timely make all undisputed payments, Vendor warrants that during the term of this Agreement, Vendor will not withhold Products or Services not under dispute, for any reason, including but not limited to a dispute between the parties arising under this Agreement, except as may be specifically authorized herein. 13.5 Effect of Termination. a. If City terminates for cause or Vendor terminates without cause, City will only be obligated to pay the amounts then due for Products or S contractual commitments as calculated up to the date of termination and, if applicable, City will be reimbursed a prorated amount of unused, prepaid fees. b. If Vendor terminates for cause that City does not dispute or if City terminates Vendor may bill City for such unpaid fees due up to the date of termination. c. In the event this Agreement terminates for any reason, Vendor shall provide effective date of termination. City shall have 60 days following termination to notify Vendor if termination of this Agreement. City will thereafter promptly notify Vendor when such litigation, laws, regulations, or other lawful proce provides no notice otherwise; or after City notifies Vendor there are no laws, regulations, litigation, etc. requiring further retention. Retained data is subject to the confidentiality provisions of the Agreement. 14. Remedies. Termination of this Agreement shall not affect any right of action of either party prior to the termination being affected. All remedies shall be cumulative and may be exercised concurrently, or separately, which shall not be deemed to constitute an election of any one remedy to the exclusion of any other. In addition to any other remedy provided for herein, or at law or equity, City shall have the right to recover from Vendor all proven and substantiated direct damages SYSTEM PURCHASE AGREEMENT Page 8 reasonably caused by default of any r right to pursue any other remedy available to it in law, at equity or pursuant to this Agreement. 15. Non-Discrimination. In the hiring of employees for the performance of this Agreement or any subcontract, the Vendor, its subcontractors, or any person acting on behalf of the Vendor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Vendor shall execute the City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the Compliance Statement, all attached and incorporated as Exhibit E. 16. General Provisions 16.1 Governing Law and Venue. The Agreement will be governed by the laws of Washington and its choice of law rules. Vendor irrevocably consents to the exclusive personal jurisdiction and venue of the federal and state courts located in King County, Washington, with respect to any dispute arising out of or in connection with the Agreement and agrees not to commence or prosecute any action or proceeding arising out of or in connection with the Agreement other than in the aforementioned courts. 16.2. Dispute Resolution. The City and Vendor desire, if possible, to resolve disputes, controversies and claims (Disputes) arising out of this Agreement without litigation. To that end, upon written notification of dispute by a party to the other, each party shall appoint a knowledgeable, responsible management representative to meet and negotiate in good faith to resolve any Dispute arising under this Agreement. If the parties are unable to settle any Dispute, the exclusive means of resolving that Dispute shall only be by filing suit as provided for under Section 16.1, unless the parties agree in writing to an alternative dispute resolution process. 16.3 Severability. If any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provision will continue in full force without being impaired or invalidated in any way. The City and Vendor agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. 16.4. Nonwaiver. Any failure by either party to enforce strict performance of any provision of the Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of the Agreement. 16.5 No Assignment. Either party may assign this Agreement and all of its rights and obligations hereunder as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets so long as said assignee accepts all of the respective Agreements rights and obligations of its predecessor as provided in this Agreement without limitation. Except as expressly stated in this Agreement, neither party may otherwise assign its rights or obligations under this Agreement either in whole or in part without the prior written consent of the other party, and any attempted assignment or delegation without such consent will be void. 16.6 Notices. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. Either party may change its address by giving written notice of such change to the other party. 16.7 Legal Fees. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending SYSTEM PURCHASE AGREEMENT Page 9 or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit either 10 of this Agreement. 16.8. Force Majeure. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster, acts of government, reasonable control and without fault or negligence prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Vendor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Vendor. 16.9 Independent Contractor. City and Vendor intend that an independent Contractor relationship be created with this Agreement. Vendor shall not be considered an agent or employee of City for any purpose and the employees of Vendor are not entitled to any of the benefits that City provides for its employees. Nor shall this Agreement be evidence of a joint venture between Vendor and City. 16.10 Problem Notification. Each party will promptly notify the other in writing of any events or circumstances that will affect the performance of its obligations under this Agreement including the delivery of any deliverable or delay in completion of any of its obligations. Vendor shall notify City in writing of all material defects in the Products and Services, whether discovered by other parties or by Vendor, within five (5) business days of their discovery and fix or replace the affected hardware or software within a commercially reasonable time. A defect is considered material if it has the potential to delay or inhibit the primary functionality of the Products and Services or if said defect has the potential to corrupt City data. 16.11 Entire Agreement/Modification. This Agreement, together with all exhibits comprise the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter SYSTEM PURCHASE AGREEMENT Page 10 contained herein. This Agreement may be amended, modified, or added to only by written instrument properly signed by both parties hereto. 16.12 Public Records Act. The Vendor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Vendor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying th 16.13 City Business License Required. Prior to commencing performance under this Agreement, Vendor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. /// /// 16,14 Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. VENDOR: CITY: FERGiU ON ENTERPRI ES LLC CITY OF KENT By By' Diax__ int me:1r].M�S A"S Print Name: Dana Ralph Its Its Mayor DATE:/ DATE: 06/16/2022 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: Jason Mosebar IT Department, Attn: Somen, Palit City of Kent 220 Fourth Avenue South Tacoma, WA 98444-1537 Kent, WA 98032 (503) 780-6170 (telephone) (253) 856-4600 (telephone) ( ) (facsimile) jason.mosebar@ferguson. (email) CUM — (253) 856- 4700(facsimile) ITA@kentwa.gov (email) APPROVED AS TO FORM: oAzqr �i5� Kent Law Department ATT ST: Kent City Clerk SYSTEM PURCHASE AGREEMENT Page 11 EXHIBIT B SERVICE LEVEL AGREEMENT AND SUPPORT SERVICES (to System Purchase Agreement) EXHIBIT A SCOPE OF WORK Statement of Work for the City of Kent, WA Radix Replacement Project with Option for RF Radio Read Jason Mosebar/AMI, AMR Meter Specialist Date: March 7, 2022 A. B. The City of Kent, Washington, needs replacement of ageing water meter reading handhelds and operating software, with a billing interface. The City of Kent, Washington, review options and choose the Sensus Auto Read software with a Field Logic App for city purchase smart phones. C. In Scope Ferguson will obtain the software and customer profile from Sensus for the Auto Read Software and the Field Logic software. Once Ferguson has obtained the software PIN from Sensus, Ferguson with contact City of Kent to schedule the installation of the Sensus Auto Read software to the computer designated by Kent. Ferguson will need a billing file from Billing Vender, run a test sync, between the Sensus Auto Read software and the Billing Vender. Ferguson will load the Sensus Field Logic App on to the designated smart phones that City of Kent supplies. Training will be scheduled for the Sensus Auto Read software, for City of Kent Staff. Training will be scheduled for the Sensus Field Logic App, for City of Kent field staff. There will be a Sensus Auto Read Support yearly service activated, with Sensus. EXHIBIT B SERVICE LEVEL AGREEMENT AND SUPPORT SERVICES (to System Purchase Agreement) Out of Scope: Ferguson will not be supplying Smartphones; City of Kent will supply the smartphones. Ferguson will not supply the PC, on which the software will be installed, City of Kent will supply a local PC for installation of the Sensus Auto Read software. D. E. Ferguson will supply a Spectrum Lease agreement form to the City of Kent, for the FCC use of the radio band of Sensus/Xylem. City of Kent will need to fill out the Spectrum Lease agreement form and return to Ferguson for submission. Once Ferguson obtains a purchase order form City of Kent to process, Ferguson will supply Sensus with City of Kent s information to obtain the PIN Code to install the Sensus Auto Read Software and submit a purchase order the Sensus. (2 weeks) Once PIN is obtained from for installation of the Auto Read Software. (2 Weeks, or depending on schedules, could be sooner) Installation time of Field Logic to devises supplied by City of Kent. (1 hour) Training for staff and field crew on Sensus Software and devises. (4 hours) 2042 112th St. S. Tacoma, WA 98444 Cell Phone: 503-780-6170 Jason.Mosebar@Ferguson.com City of Kent Radix Replacement Date:4/18/2022 Sensus Software and Installation for RF Modules Item No Description Unit Unit Price Total 1 QTY Sensus Software and App Installation 9,894.25$ 1.1 1 Sensus Auto Read Software for RF Modules ea 3,886.25$ 3,886.25$ 1.2 1 Sensus Auto Read Support (Year 1) ea 2,258.00$ 2,258.00$ 1.3 1 Sensus Auto Read Sofware Training ea 1,750.00$ 1,750.00$ 1.4 8 Sensus Field Logic Devise App Installation ea 250.00$ 2,000.00$ 2 Option for Sensus RF Hardware 11,540.54$ 2.1 3 Sensus RF Command Links ea 755.18$ 2,265.54$ 2.2 25 Sensus 520M RF Meter Pit Radio ea 168.00$ 4,200.00$ 2.3 25 Sensus SRII RF Radio Compatable 3/4" Water Meter ea 203.00$ 5,075.00$ 2.4 0 Sensus SRII Retro Fit Register to RF Compatable ea 95.64$ -$ Sensus Software and Installation RF Total 21,434.79$ EXHIBIT B SERVICE LEVEL AGREEMENT AND SUPPORT SERVICES (to System Purchase Agreement) EXHIBIT B SERVICE LEVEL AGREEMENT AND SUPPORT SERVICES (to System Purchase Agreement) EXHIBIT B SERVICE LEVEL AGREEMENT AND SUPPORT SERVICES A. SERVICE LEVEL AGREEMENT 1. Applicable Levels. Vendor System Availability of at least 99.9% during each calendar month of the Agreement following initial implementation completion. 2. Scheduled System Maintenance. Vendor may take the software offline for scheduled maintenances of which City has received prior written notice of the planned maintenance schedule. 3. System Availability Definition. 3.1. means the percentage of minutes in a month that the key components of the software are operational 3.2. a. scheduled maintenance; b. events of force majeure; or c. technology/devices. 4. Remedies. 4.1 Should Vendor not achieve System Availability for 2 months or more in any six month period the City shall be entitled to the following credit against fees due: a. Two-months 10% credit b. Three months 15% credit c. Four or more months Up to 100% credit 4.2 Should Vendor not achieve the Response and Resolution Goals provided for in Section B.3., the City shall be entitled to the following credit against fees due: a. 10% credit for corrections made up to 3 days beyond stated Response and Resolution Goal b. 15% credit for corrections made after 3 days, but less than 5 days beyond stated Response and Resolution Goal c. 100% credit for corrections made any time after 5 days beyond stated Response and Resolution Goal The credit remedies provided herein is not exclusive and City shall be entitled to all other to meet System Availability requirements. EXHIBIT B SERVICE LEVEL AGREEMENT AND SUPPORT SERVICES (to System Purchase Agreement) B. SUPPORT SERVICES 1. Support services entitles the City to the following: 1.1 Telephone or electronic support, 24 hours per day and 7 days per week, to help the City locate and correct problems with the hardware and software provided through this Agreement. 1.2 Bug fixes and code corrections to correct software malfunctions to bring the software into substantial conformity with the operating specifications. 1.3 All extensions, enhancements and other changes that Vendor makes or adds to the software and which the Vendor offers, without charge, to other software licensees. 1.4 Up to [Unlimited number of contacts will have access to Vendor support services.] dedicated contacts designated by the City in writing who will have access to support services. 1.5 Training services to educate authorized City staff on how to operate and maintain the hardware and software. 2. Problem Reporting Procedure 2.1 The City may report errors or problems to the Vendor in the following manner: By phone, currently at 503-914-4793, plus emergency cell phone as provided from time-to-time By fax, currently at N/A By email, currently at sensus.support@ferguson.zohodesk.com By website software support, currently at Sensus.com 2.2 The City will cooperator with Vendor to provide information concerning any suspected error or problem reported. 2.3 The escalation procedures in Section B.4. will apply if Vendor does not meet the time periods provided for in Section B.2. 3. Response and Resolution Goals 3.1 Severity 1: The Production system/application is down, seriously impacted and there is no reasonable work around currently available. Once Vendor receives notice, the Vendor will respond within 1 hour, will begin continuous work to resolve the issue, and a customer support person must be available at any time to assist with problem determination. Once the issue is reproducible or once vendor has identified the Software defect, Vendor will provide reasonable efforts for workaround or solution within 24 hours. 3.2 Severity 2: The system or application is seriously affected. The issue is not critical and does not comply with the Severity 1 conditions. There is no workaround currently EXHIBIT B SERVICE LEVEL AGREEMENT AND SUPPORT SERVICES (to System Purchase Agreement) available or the workaround is cumbersome to use. Once Vendor receives notice, the Vendor will respond within 4 hours, will begin continuous work to resolve the issue, and a customer support person must be available at any time to assist with problem determination. The Vendor will work during normal business hours to provide reasonable effort for workaround or solution within 3 calendar days, once the issue is reproducible. 3.3 Severity 3: The system or application is moderately affected. The issue is not critical and the system has not failed. The issue has been identified and does not hinder normal operation, or the situation may be temporarily circumvented using an available workaround. Once Vendor receives notice, the Vendor will respond within 8 hours, and a customer support person must be available at any time to assist with problem determination, if unknown. The Company will work during normal business hours to provide reasonable effort for workaround or solution within 5 business days, once the issue is reproducible. 3.4 Severity 4: Non-critical issues. The Company will seek during normal business hours to provide a solution in future releases of the software. 4. Problem Escalation 4.1 The response time periods set out above shall be measured from the time the City logs the call via the options listed above and shall end when the Vendor contacts the designated City representative. The targeted fix time set forth above shall be measured from the time the City logs the call via the options listed above and shall end when the Vendor has successfully implemented the correction or patch. 4.2 If response and resolution times are not being met per the above criteria, the City may escalate the issue by contacting the AMI Specialist or their appointed designee. Name: Jason Mosebar Phone: 503-780-6170 Email: Jason.mosebar@ferguson.com 4.3 If a reported problem is still not progressing as set forth above, the City shall escalate the problem by notifying the Product Specialist V or their designee. Name: Todd Mitchell Phone: 541-501-4793 Email: todd.mitchell@ferguson.com 4.4 A joint meeting between the Product Specialist V and the City representative will ensue. This meeting will be used to discuss and resolve problems that have resulted in the objectives of the Agreement not being met. EXHIBIT C NON-DISCLOSURE OF CONFIDENTIAL INFORMATION (to System Purchase Agreement) EXHIBIT C NON-DISCLOSURE OF CONFIDENTIAL INFORMATION 1. Scope of Confidentiality Obligation in a Software as a Service Agreement The Parties recognize that in a Software as a Service Agreement, the City is placing its In providing this hosted service, the Vendor is not disclosing or providing City with its confidential information such as its source code or other proprietary or intellectual property technology and City has committed to not doing so in this Agreement. Thus, this Addendum , if any, provided to Vendor. 2. Definition of Confidential Information and Exclusions. (a) "Confidential Information" means non-public information that a party to the surrounding disclosure ought to be treated as confidential by the Receiving Party. "Confidential Information" includes non-public information that City designates as being confidential or which, under the circumstances surrounding disclosure, Vendor ought to treat as confidential, including but not limited to information in tangible or intangible form relating to and/or including City data, computer programs, code, algorithms, formulas, processes, inventions, schematics and other technical, business , financial and product development plans, forecasts, strategies and proprietary or intellectual property whether or not it is owned by City and information received from others that City is obligated to treat as confidential. Except as otherwise indicated in its subcontractors and Affiliates. of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, controls, are controlled by, or are under common control with a party. includes non-public information that Vendor designates as being confidential, or which, under the circumstances surrounding disclosure ought to be treated as confidential by the City, including without limitation, information in tangible or intangible form relating to and/or including released or unreleased Vendor software or hardware products, the marketing or promotion of any Vendor product, s business policies or practices, and information received from Vendor that the City is obligated to treat as confidential. (b) Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available without information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than City other than by the breach of an obligation of confidentiality owed to City; (iv) is independently developed by Vendor; or (v) is not confidential as a matter of law. EXHIBIT C NON-DISCLOSURE OF CONFIDENTIAL INFORMATION (to System Purchase Agreement) 3. Obligations Regarding Confidential Information (a) Receiving Party shall: (i) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties for two (2) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, except as expressly provided in Sections 3(b) and 3(c) below; (ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than prevailing ep confidential the Confidential Information of the Disclosing Party; (iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder; and (iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by Disclosing Party to Receiving Party under the terms of the Agreement, except as expressly permitted by applicable law. (b) Receiving Party may disclose Confidential Information of Disclosing Party in accordance with judicial action, federal or state public disclosure requirements, state or federal regulations, or other governmental order or requirement of law, provided that Receiving Party gives the Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, at . In the event the Disclosing Party elects to obtain a protective order or equivalent, or legally contest and avoid such disclosure, the Receiving Party shall fully cooperate with the Disclosing Party. (c) The Receiving Party may disclose Confidential Information only to Receiving Party's employees and consultants on a need-to-know basis. The undersigned Receiving Party will have executed or shall execute appropriate written agreements with third-parties sufficient to enable Receiving Party to enforce all the provisions of this Agreement. (d) Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of the Agreement by Receiving Party and its employees and consultants and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Upon discovery of an inadvertent or accidental disclosure, the Receiving Party shall promptly notify the Disclosing Party of such disclosure and shall take all reasonable steps to retrieve the disclosure and prevent further such disclosures. If the foregoing requirements are met, a Receiving Party shall not be liable for inadvertent disclosure. (e) The restrictions herein shall not apply with respect to Confidential Information which: (i) Is or becomes known to the general public without breach of this Agreement; or (ii) Is or has been lawfully disclosed to a Receiving Party by a third-party without an obligation of confidentiality. EXHIBIT C NON-DISCLOSURE OF CONFIDENTIAL INFORMATION (to System Purchase Agreement) (iii) Is independently developed by a Party without access to or use of the Confidential Information; or (iv) At the end of the period of confidentiality set forth in the Agreement. (f) All tangible information, including drawings, specifications, and other information submitted hereunder, by the Receiving Party to the other shall remain the property of the Disclosing Party. The Receiving Party promptly shall return Confidential Information, including all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party, and shall cease any further use thereof, upon the first to occur of the following events: (i) written request of the Disclosing Party; (ii) termination of th Agreement; or (iii) completion of the purpose for which the Confidential Information was disclosed. In lieu of the foregoing, the Receiving Party, upon mutual consent, may destroy all copies of the Confidential Information and certify to the Disclosing Party in writing that it has done so. (g) The Receiving Party shall not export, directly or indirectly, any Confidential Information or any products utilizing such data unless it first complies with any applicable laws and regulations pertaining thereto, including, but not limited to, U.S. export laws or traffic in arms regulations. 4. Remedies The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. 5. Miscellaneous (a) All Confidential Information is and shall remain the property of Disclosing Party. By disclosing Confidential Information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. Disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein. Except as expressly herein provided, no rights, licenses or relationships whatsoever are to be inferred or implied by the furnishing of Confidential Information specified above or pursuant to this Agreement. (b) The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or th products without use of the other party's Confidential Information. Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party, provided that the Receiving Party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term "residuals" means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or EXHIBIT C NON-DISCLOSURE OF CONFIDENTIAL INFORMATION (to System Purchase Agreement) techniques contained therein. The Receiving Party shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this sub-paragraph shall not be deemed to grant EXHIBIT D INSURANCE REQUIREMENTS (to Agreement for Software as a Service) EXHIBIT D INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property caused by the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. F. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement on the ISO form Consultant carries. The City shall be named as an insured under the Consultant Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsements CG 20 10 12 19 and CG 20 37 12 19 or a substitute endorsement providing equivalent coverage. 2. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 3.Compensation coverage as required by the Industrial Insurance laws of the State of Washington. G. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate. Coverage may be in the form of an underlying GL policy combined with an Umbrella/Excess policy in order to meet the limits required. 2. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. H. Other Insurance Provisions EXHIBIT D INSURANCE REQUIREMENTS (to Agreement for Software as a Service) The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant urance and shall not contribute with it. 2. The Consultant cancelled by either party, except after thirty (30) days prior written notice has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. insurance, the City reserves the right to receive a certified copy of all required insurance policies. The Consultant contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. Page 1 of 2 & A�QRO �� CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 04/05/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT Willis Towers Watson Certificate Center NAME: AICNNo Ext: 1-877-945-7378 IXNo: 1-888-467-237B A DRIESS: certificates@willis.com INSURER(S) AFFORDING COVERAGE NAIC # Nashville, TN 372305191 USA INSURERA: ACE American Insurance Company 22667 INSURED Ferguson Enterprises, LLC and Subsidiaries (See Attached Named Insured Schedule) INSURERB: Indemnity Insurance Company of North Ameri 43575 INSURERC: ACE Fire Underwriters Insurance Company 20702 INSURER D : 12500 Jefferson Avenue Newport News, VA 23602 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: W24476065 REVISION NUMBER: 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. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MM POLICY EFF /DDIYYYY POLICY EXP MM DDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 5,000,000 F�171 CLAIMS -MADE OCCUR DAMAGE TO PREM SES (E. oNcur ante $ 5,000,000 MED EXP (Any one person) $ 5,000 A Y HDO G72489494 05/01/2022 05/01/2023 PERSONAL & ADV INJURY $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 POLICY � PRO- L LOC PRODUCTS - COMP/OPAGG $ 10,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 5,000,000 BODILY INJURY (Per person) $ X ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS Y ISA H25564637 05/01/2022 05/01/2023 BODILY INJURY (Per accident) $ PROPERTYDAMAGE Per accidentX $ NON -OWNED bl.ffigsnOured�hysOica4NLY X HIRED 1XX $ Damage UMBRELLALIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y 1 N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? No (Mandatory in NH) NIA WLR C68925289 05/01/2022 05/01/2023 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 2,000,000 $ A Workers' Compensation & WLR C68925320 05/01/2022 05/01/2023 E.L. Each Accident $2,000,000 Employers Liability - AZ/CA/MA E.L. Disease -Pol Lm $2,000,000 Per Statute E.L. Disease -Each ETno$2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Store 2439 Seattle Workers Compensation Policy WLR C68925289 provides coverage for AK, AL, AR, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, MD, ME, MI, MN, MO, MS, MT, NC, NE, NH, NJ, NM, NV, NY, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WV SEE ATTACHED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Kent Attn: Nancy Yoshitake AUTHORIZED REPRESENTATIVE 220 4th Ave. S. \ Kent, WA 98032 I�1 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 22420995 BATCH: 2476376 AGENCY CUSTOMER ID: LOC #: 'ORE) ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Willis Towers Watson Northeast, Inc. Ferguson Enterprises, LLC and Subsidiaries (See Attached Named Insured Schedule) POLICY NUMBER 12500 Jefferson Avenue See Page 1 Newport News, VA 23602 CARRIER NAIC CODE See Page 1 See Page 1 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance City of Kent is included as an Additional Insured under General and Auto Liability as required by written contract but only with respect to liability arising out of Named Insured's operations. General Liability policy shall be Primary and Non -Contributory with any other insurance in force for or which may be purchased by Additional Insured. INSURER AFFORDING COVERAGE: ACE Fire Underwriters Insurance Company NAIC#: 20702 POLICY NUMBER: RWC C68925368 EFF DATE: 05/01/2022 EXP DATE: 05/01/2023 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers' Compensation & E.L. Each Accident $2,000,000 Employers Liability - WI E.L. Disease -Pol Lmt $2,000,000 Per Statute E.L. Disease -Each Emp $2,000,000 ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 22420995 BATCH:2476376 CERT: W24476065 As of 04/04/2022 FERGUSON ENTERPRISES, LLC ACTIVE DBA SUBSIDIARY LIST Entity Name Entity Name AC Wholesalers Ferguson Facilities Supply (for Matera Paper -TX only) ACF Environmental (effective I I/16/2020) Ferguson Facilities Supply, Dogwood Building Supply Division (eff 10/22/18) Action Automation, a Wolseley Industrial Group company (eff 8/20/2018) Ferguson Fire & Fabrication, Inc. Action Plumbing Supply (effective 7/15/2019) Ferguson Fire & Fabrication International Adirondack Piping Solutions (effective 2/7/2022) Ferguson Heating & Cooling ADL (effective 7/16/2018) Ferguson Hospitality Sales Alaska Pipe & Supply Ferguson HVAC — Air Cold Amerock, LLC (effective 1/11/2021) Ferguson HVAC — EastWest Air Amerock Holdings, Inc. (effective 1/11/2021) Ferguson HVAC — Lyon Conklin AMS Steam Products (effective 12/13/2021) Ferguson Industrial (effective 3/15/2022) Andrews Lighting & Hardware Gallery Ferguson Integrated Services The Ar-Jay Center Ferguson International Atlantic American Fire Equipment Company Ferguson Panama, S.A. Avallon Global Ferguson Parts & Packaging BAC Appliance Center Ferguson Valve & Automation Bath + Beyond Ferguson Waterworks Bayport Partners, LLC Ferguson Waterworks - Municipal Pipe Blackman Plumbing Supply, LLC (effective 12/11/2018) Ferguson Waterworks - Red Hed Brock -McVey (effective 7/30/2018) Ferguson Waterworks EPPCO Bruce -Rogers Company Ferguson Waterworks International Build.com, Inc. (fka Improvement Direct, Inc.) Galleria Bath & Kitchen Showplace Cal -Steam Grand Junction Pipe (effective 9/24/2018) Canyon Pipe & Supply (effective 7/26/2021) HM Wallace, Inc. Capital Distributing (effective 10/29/2018) Hot Water Products (effective 12/13/2021) City Lights Design Showroom Hot Water Sales and Associates (effective 12/13/2021) CFP H.P. Products Corporation Clawfoot Supply, LLC HP Logistic, Inc. Cline Contract Sales Improvement Brands Holdings, Inc. Columbia Pipe & Supply LLC (eff 3/13/2020) Industrial Hub of the Carolinas Custom Lighting & Hardware Innovative Soil Solutions LLC (effective 7/29/2019) Davies Water James Martin Signature Vanities, LLC (effective 1/28/2019) DBS Holdings, Inc. J&G Products Dealernet Jones Stephens Corp. (effective 8/13/2018) Duhig Stainless (effective 3/12/2018) Jones Stephens Global Sourcing (Wuxi) Ltd. (effective 8/13/2018) Energy & Process Corporation J.D. Daddario Company Equarius Waterworks, Meter & Automation Group Joseph G. Pollard Co. Factory Direct Appliance JWIT Hydrotherapy Bath Solutions (effective 3/16/2020) Ferguson Bath & Kitchen Gallery Karl's Appliances Ferguson Bath, Kitchen & Lighting Gallery Kitchen Art (effective 2/4/2019) Ferguson.com Lakeland Plumbing Supply, LLC Ferguson CESCO, Inc. Lighting Design Center Ferguson Direct Lighting Unlimited Ferguson CeSCO, Inc. Lincoln Products Ferguson Enterprises, Inc. Linwood Pipe and Supply Ferguson Enterprises, LLC Living Direct, Inc. Ferguson Enterprises LLC dba Henry Plumbing Kitchen & Bath Galleries (eff 2/9/2022) Louisiana Utilities Supply Company Ferguson Enterprises LLC dba Henry Plumbing Supply (effective 2/9/2022) LUSCO Ferguson Enterprises LLC dba Henry Kitchen & Bath (effective 2/16/2022) Mahwah Realty, LLC Ferguson Enterprises LLC dba Plumbers Supply Company of St. Louis (eff2/16/2022) Maskir Properties Inc. Ferguson Enterprises of Virginia, LLC Matera Paper Company, Inc. Ferguson Facilities Supply (FEI) Max Industries, Ltd. (effective 1/28/2019) As of 04/04/2022 FERGUSON ENTERPRISES, LLC ACTIVE DBA SUBSIDIARY LIST PAGE 2 - DBA & SUBSIDIARY LIST Entity Name Entity Name McFarland Supply Sunstate Meter & Supply, Inc. (effective 10/25/2021) Meyer Appliance (effective9/20/2021) Supply.com MFP Design (effective 3/25/2020) Tarpon Wholesale Supplies Michigan Meter The Davidson Group Millennium Lighting, Inc. (effective 8/27/2018) The Kitchen Showcase (effective 6/21/2021) Mission Valley Pipe (effective 6/3/2019) The Plumbing Source Mississippi Utility Supply Co. (MUSCO) The Stock Market Moore Industrial Supply (effective 7/12/2021) Tinkar Realty, LLC Myers HVAC Supply TotalFab, LLC National Fire Products TPW Kitchen & Bath New Jersey Plumbing Group, LLC Uncle Sam Piping Solutions (effective 2/7/2022) New York Plumbing Designs, LLC Wallwork (effective 12/10/2018) North Point Plumbing Supply, LLC Wanlyn Realty Corp. Old Dominion Supply, Inc. (effective 10/26/2020) Waterworks Industries Orange County Plumbing Group, LLC Webb Distributors Palm Designs LLC Western Air Supply PCS Industries Westfield Lighting PL Sourcing Wholesale Group Plumb Source Wholesale Group Operations, Inc. Plumbers Supply Company (effective 1 /24/2022) Wolseley (Barbados) Ltd Plumbing Ddcor Wolseley de Puerto Rico, Inc. Plumbing Holdings Corp. Wolseley Financial Services Pollardwater Wolseley Industrial Group Powell Pipe & Supply Co. Wolseley Integrated de Mexico S.A. de C.V. Power Equipment Direct Inc. Wolseley Investments North America, Inc. Process Instruments & Controls, LLC (effective 9/9/2019) Wolseley Investments, Inc. Professional's Bath Source Wolseley NA Construction Services, LLC PV Sullivan Supply Wolseley NA Finance, Inc. Ramapo Wholesalers Wolseley Staffmg de Mexico S.A. de C.V. RB Huntington Realty, LLC WPCC Forwarding Rencor Controls (effective 3/16/2020 Wright Plumbing Supply Robertson Supply (effective 11/19/2018) Rocky Hollow Realty, LLC Renwes Sales Redlon & Johnson Reese Kitchen, Bath & Lighting Gallery Royal Pacific Limited (effective 11/22/2021) S.W. Anderson Sales Corporation (effective 11/11/2019) Safe Step Walk in Tub (effective I I/1/2021) Safe Step Walk in Tub, LLC (effective 7/31/2018) SG Supply Co. Ship-Pac Signature Hardware SimplyPlumbing, LLC SOS Sales Southhampton Realty Corp. EXHIBIT E CITY OF KENT NON-DISCRIMINATION POLICY AND FORMS DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signypg below, I agree to fulfill the five requirements referenced above. N Title: Date: la zo z 2- EXHIBIT E — NONDISCRIMINATION PROVISIONS (to System Purchase Agreement) SECRETARIAL CERTIFICATE OF AUTHORIZATION The undersigned Assistant Secretary of Ferguson Enterprises, LLC, a Virginia limited liability company (the "Company"), hereby certifies that: (i) certain of the Company's facilities in Washington and Idaho are doing business as Ferguson Waterworks, and (ii) James Adams is a General Manager of Washington and Idaho and (iii) that the resolutions adopted by the Company's Board of Directors effective July 31, 2021, duly authorize certain of the Company's officers, including the Assistant Secretary, to designate, and I hereby do so designate James Adams as an authorized representative of the Company to act for and on behalf of the Company to prepare and submit bids and proposals to the Company's customers, to enter into contracts, agreements or other documents, and to execute such documents and undertake all such acts as may be deemed in the best interest of the Company, including the execution of bonds and in doing so, to contractually bind the Company and to authorize others to execute documents on his behalf in the event he is unavailable to do so personally. Unless withdrawn sooner, this certification of authorization shall be effective until January 31, 2023. Dated: I U L Z o e FERGUSON ENTERPRISES, LLC. .• $y: = = Wesley IY Rice, Assistant Secretary _w. lN Commonwealth of Virgia) ••� SEAL City of Newport News Sworn to subscribed and acknowledged before me this �1 day of October, 2021, by Wesley E. Rice, personally known to me, in` his capacity as Assistant Secretary of Ferguson Enterprises, LLC, a.Virginia limited liability company, on behalf of such Company. s y -. %14%GP:.�%PRyp.�yo- GB:-c�= Notary — ey f : 0 = • C AM MY ; "^ O: M1S My commission expires: 7/31/2022 1 - NUMBFRN 2.s ; •�Q �'•.,LF4Z 7'H OF ' �' � . EXHIBIT E NONDISCRIMINATION PROVISIONS (to System Purchase Agreement) CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, s nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EXHIBIT E NONDISCRIMINATION PROVISIONS (to System Purchase Agreement) CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: __________________________________________ For: __________________________________________ Title: _________________________________________ Date:_________________________________________ FERGUSON Privacy Policy 27 EXHIBIT F FERGUSON Privacy Policy 28 Privacy Policy Ferguson pie (including its subsidiaries worldwide, the Company) recognizes the importance and benefit of complying with all laws applicable to its collection,use,disclosure, transfer, processing,retention,storage, and disposal of Personal lnformation.1 Violations of these laws can result in civil and regulatory penalties and even the mere perception of impropriety can damage the Company's reputation in the marketplace.The Company has adopted this Policy to govern the treatment of the Personal Information of our customers, our Associates, and our other business partners that are within the Company's possession or control. The objectives of this Policy areas follows: Define Personal Information; Establish common minimum standards for protecting Personal Information; Inform Associates how to report a data incident involving Personal Information; and Assign accountability for the protection of Personal Information. It is the responsibility of each director ,officer,and employee (together,Associates)to appropriately manage Personal Information in compliance with this Policy. See Appendix A for a list of data elements the Company considers Personal Information. This Policy applies to all Associates worldwide (full-time, part-time, interns,and temporary), including all wholly owned subsidiaries.Compliance with this Policy is a condition of continued employment for all associates.Failure to comply with this Policy is subject to discipline,upto and including termination of employment. I.POLICY PRINCIPLES A.Definitions Data Subject is the person to whom the Personal Information relates.This includes Associates, 828 and 82C customers, contractors, suppliers, web-users, other business partners,and individuals on contact/e-mailing lists or marketing databases. Personal Information is any information within the Company's possession or control about, or that can reasonably be expected to be related to ,an identifiable person. Personal Information may also be known as "personal data", "personally-identifiable information", or "PII".Examples of personal information include non-Sensitive Personal Information,such as name,address, email address,telephone numbers, or IP address,as well as Sensitive Personal FERGUSON Privacy Policy 29 Information.Personal information does not include de-identified or aggregate customer or Associate information.2 1 The jurisdictions in which the Company operates have differing data protection/privacy requirements.This Policy is intended to create a common minimum standard to be adhered to,alongside the relevant national and regional data protection laws and regulations applicable to our businesses. 2 True anonymized data cannot be reversed.The data must be completely stripped of all Personal Information and there must be no key or additional information that could be usedto link the information to an individual. Sensitive Personal Information (SPI)is any Personal Information that if lost,compromised, accessed, or improperly disclosed could result in harm, embarrassment, inconvenience, or unfairness to an individual and that therefore is subject to heightened protections. SPI requires strict handling guidelines because of legal requirements and the increased risk to an individual if compromised. Examples of SPI include social security numbers, credit card numbers, and personal health information (PHI). Personal Information Breach is the accidental, unlawful, or unauthorized destruction, alteration,or disclosure of,or access to,Personal Information. Personal Information Breaches include, but are not limited to, sharing Personal Information with third parties absent the individual's explicit consent orother lawful authorization,malicious attacks on the Company's network that compromise Personal Information,or loss of physical storage devices containing Personal Information. Service Providers, as defined in the Information Security Policy, are vendors that provide information services and technology to the Company (e.g., outsourced HR and financial services,cloud-based and Saas providers, hosting providers,and storage providers).3 B.General Rules 1.Notice and Collection. Associates shall only collect Personal Information in a manner that complies with applicable Company website privacy policies, the Applicant Privacy Notice, the HR Privacy Notice for Associates, and Data Subject consent (where required by applicable law). The Personal Information collected by Associates must be limited to that which is reasonably necessary to accomplish the Company's legitimate business purposes or as necessary to comply with applicable law. 2.Access, Use, and Sharing of Personal Information. Associates shall only access Personal Information for legitimate business purposes within the scope of their job duties and are expressly prohibited from accessing Personal Information for any other reason. Associates must use Personal Information in a way that is compatible with the notice given to the Data Subject at the time the information was collected. If you are unsure about whether a FERGUSON Privacy Policy 30 specific use or disclosure is appropriate, you should consult with your manager or contact Legal Compliance & Risk. Associates may only share Personal Information with another Associate if the recipient has a job-related need to know the information. Associates should only share Personal Information with a Service Provider if Personal Information is needed by the Service Provider to perform the services covered by the contract with the Service Provider. 3.Minimize Collection of Personal Information. Associates must limit the collection of Personal Information to only what is needed to fulfil the purposes of the collection, as described in the applicable Company website privacy policy, the Applicant Privacy Notice, and/or the HR Privacy Notice for Associates. 3 Workday,Salesforce, and Microsoft 0365 are examples of Service Providers that manage and/or store Personal Information on behalf of the Company. 4.Retention and Disposal. Associates are responsible for keeping Personal Information only for the amount of time it is needed to fulfil the legitimate business purpose for which it was collected or to satisfy a legal requirement. Personal Information must be disposed of in a secure manner by either (1) shredding, (2) erasing or deleting, or (3) otherwise modifying the Personal Information in those records to make it unreadable or undecipherable through any means. 5.Security. Associates are responsible for protecting Personal Information from loss, unauthorized use, unauthorized access, and unauthorized disclosure. Associates must exercise particular care in protecting SPI. The Company has implemented an Information Security Policy that sets forth technical, administrative, and physical safeguards for the protection of Personal Information. Associates must follow the security procedures set out in the Information Security Policy at all times. Associates should preserve all evidence relating to a potential Personal Information Breach and should not further compromise the exposed Personal Information. Associates who know or suspect that a Personal Information Breach has occurred are required to immediately report the activity to their supervisor and the IT Support Desk. For more information on how to report a Personal Information Breach, please see the Information Security Policy, Section 8. 6.Data Subject's Rights. Individuals have rights when it comes to how their Personal Information is handled. These rights vary depending on the applicable jurisdiction, but may include, for example: The right to know what Personal Information the Company maintains about the individual and/or with whom the Company has shared their Personal Information. The right to access or correct their Personal Information. The right to have their Personal Information deleted by the Company. The right to opt-out of the sale of their Personal Information by the Company. The right to opt-out of having their Personal Information used by the Company for marketing purposes. FERGUSON Privacy Policy 31 Associates must comply with applicable laws regarding the rights of Data Subjects. If you are unsure of the applicable legal requirements,or if you receive a request or complaint from a Data Subject regarding the handling of his or her Personal Information,please contact Legal Compliance &Risk. 7.Transfers of Personal Information Abroad. Associates shall only transfer Personal Information to another country or territory where appropriate steps have been taken to ensure the required level of protection. In particular, Associates must ensure that: (1) Personal Information collected or processed in the UK is only transferred in compliance with applicable laws and one of the mechanisms recognized by the UK as providing adequate protection for transfers to countries or territories lacking adequate legal protection; and (2) Personal information collected or processed in Canada is only transferred outside of Canada in compliance with applicable laws. For more information contact Legal Compliance & Risk. 1 FERGUSON Privacy Policy 32 C.TrainingEmployees and Supervising Service Providers Managers shall ensure that all Associates who have access to Personal Information timely complete privacy related training. Managers shall work with Strategic Sourcing to ensure a fully executed written contract is in place with data protection provisions approved by Legal for all Service Providers with whom the Company may share Personal Information. Contact Strategic Sourcing at strategicsourcing@ferguson.com,whowillworkwithLegalasappropriate,for assistancewith such a contract. D.Monitoring andEnforcement The Company shall appropriately monitor andenforce compliance withprivacy laws,internal policies and procedures,and its contractual commitments. The Company also shall maintain appropriate mechanisms to address internal and external privacy-related inquiries,requests under privacy laws,complaints, and disputes. J.RELATEDPOLICIES Other Company policies and notices also apply to the collection,use,storage,protection,and handling of Personal Information and may be relevant to implementing this Policy.Related policies include: Information Security Policy Records Retention Policy Company Website Privacy Policies Applicant Privacy Notice HR Privacy Notice for Associates K.APPLICATION OFTHIS POLICY Any conflict between this Policy and the laws of any country in which the Company operates shall be referred to the Group General Counsel. The Executive Committee authorizes the Group General Counsel (or delegate) to establish additional policies, procedures, and guidelines (including updates to appendices) to help implement this Policy.Any exceptions to this Policy must be approved by the Group General FERGUSON Privacy Policy 33 Counsel (or delegate).All exceptions shall be documented in writing as a corporate record in compliance with the Company's Records Retention Policy. L.GUIDANCE Forfurther guidance onany aspect of this Policy,please contact Legal Compliance & Risk. Associates having reason to believe that a violation of this Policy may have occurred are requiredtoreporttheactivity.Pleaseraise your concerns to your business group orfunctions' LegalBusinessPartnerorto LegalCompliance &Risk.Youmayalsoreport your concernsto theFerguson EthicsHelpline.Forinformation on howto reportmisconduct,including contact informationforthe Ethics Helpline,please see the InternalReporting& Anti-Retaliation Policy, Appendix 1. ThisPrivacyPolicy is ownedand issuedby the Group General Counsel. Approved by the Executive Committee:August 10,2021;Effective:September 1,2021. Issue Number:2 Previously Issued: Provisions in Chapter 15 -Contracts,Litigation,Anti-Trust,and Data Protection Policy relating to dataprotection (Superseded bythisPolicy),and Chapter 27- Data Protection,February 2016 (Superseded by this Policy) FERGUSON Privacy Policy EXHIBIT F (to System Purchase Agreement) Appendix A Personal Information Data Elements When (i)combined with first or last name or other unique identifier, such as address, phone number,or email;or (ii)non-unique elements are combined so as to cause a significant likelihood of identification ,the following data elements shall be considered as: Sensitive Personal Information Social security (SSN/SIN),taxpayer identification number,driver's license, passport,and other government ID numbers an account log-in information,financial account number,debit card, or credit card number in combination with any required security or access code, password,or credentials allowing access to an account; a precise geolocation; racial or ethnic origin,religious or philosophical beliefs, or union membership; the contents of a mail,email andtext messages, unless the Company is the intended recipient of the communication; genetic andbiometric data,such as face,retina,fingerprints,DNA; Information relatedto offenses orcriminal convictions; Information related to associate discipline,evaluation, complaint,or other non-public personnel actions; Personal Information classified as highly sensitive or confidential by consent language or bycontract; and Personal Information collected andanalyzed concerning health. Non-Sensitive Personal Information Contact Information such Name (first,last or both),phone number,home address,email address; Indirect identifiers suchas cookies andcookie data,beacons, pixel tags,IP addresses,account names, Device ID; Geolocation datasuchaslocation history viadevices; Internet activity such as browsing history,record of products purchased,search history, data on interaction with a webpage,application or advertisement ;Demographic information; Dateof birth, gender, maritalstatus;and FERGUSON Privacy Policy EXHIBIT F (to System Purchase Agreement) Photographs, videos,oraudiorecordings. Thislistis not exhaustive; elements not statedabove may be considered SP/or non-SP/.Consider context and err on the side of being privacy protective.