1. 2.
3. 4.
5. 6.
7. 8.
9. CITY OF
STOCKTON COOPERATIVE/PIGGYBACK PURCHASE AGREEMENT
AGREEMENT SUMMARY:
Cooperative/Piggyback Omnia Partners and City of Kansas City, MO Name:
Contractor: Graybar Electric Company, Inc.
Cooperative Agency EV2370 Electrical, lighting, data communic ations Agreement Name and and security products and related products, Agreement Number: services and solutions Cooperative Agency Initial Start Date: February 1, 2018 Agreement Term: End Date: January 31 , 2023
Cooperative Agency's
Agreement-Options to Option to renew for three (3) additional two-year periods through January 31, 2029 extend:
Cooperative Agency Amendment No. 1 and Amendment No. 2 extends Amended Term: the Contract to January 31, 2029 Cooperative Agency No Extensions Remaining
Remaining Options to
Renew:
City of Stockton Start Date: Upon execution Cooperative Purchase End Date: January 31, 2029 Agreement Term:
City of Stockton Not to Exc eed $493,501.30 for the term of the Cooperative/ Piggyback Agreement Purchase Agreement Amount:
(Rev. 1.14.2026)
ATTACHMENT B
AGREEMENT
The City of Stockton, a California -municipal corporation on behalf of itself and its associated entities ("City"), and the above-named Contractor ("Contractor''), do. hereby agree that City shall be granted the pricing, terms, and conditions under the above referenced EV2370 Electrical, lighting, data communications and security products and related products, services and solutions ("COOP") as such may be amended from time to time. The COOP and associated documents referenced in the agreement are incorporated herein as Exhibit A to this City Cooperative/Piggyback Purchase Agreement ("Agreement").
Contractor shall grant such pricing, terms, and conditions to City for all procurements of goods and services, whether taking place on a City purchase order, purchasing card (credit card), or other purchasing modality, whether via telephone, via the Contractor website, or via direct purchase at a Contractor retail location.
1. Agreement Term: The Term of this Agreement shall remain in effect from date of the signing of this Agreement through January 31, 2029, unless terminated earlier by the City.
2. Insurance and Hold Harmless: In addition to the ·pricing, terms and conditions stated in the COOP and the associated documents incorporated herein as Exhibit A, Contractor shall, at Contractor's sole cost and expense and for the full term of the Agreement or any extension thereof, obtain and maintain at least all the insurance requirements listed in attached Exhibit B.
To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify City of Stockton and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Contractor's performance of work hereunder or its failure to comply with any of its obligations contained in the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement.
3. Compensation: City and Contractor do hereby enter into this Agreement for electrical lighting, data communications and security products and related products, services and solutions available in the above-named COOP and associated documents incorporated herein as Exhibit A and referenced in the attached quote Exhibit C. In no way, shall payment to the Contractor during the term of this Agreement exceed $493,501.30 for the purchase of post-top solar lights. Any person signing this Agreement on behalf of City or Contractor does warrants that he or she has full authority to do so.
2 (Rev. 1.14.2026)
ATTACHMENT B
4. Governing Law. California law shall govern any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division ..
5. Applicable Law. Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned. persons or entities.
6. Special Funding. If Special Funding is applicable, Exhibit D - Special Funding Terms & Conditions are incorporated herein.
This Agreement may be amended only by a written amendment, consistent with the COOP, signed by Contractor and City.
CITY OF STOCKTON
Johnny Ford, City Manager
Date: ______ _
ATTEST:
Katherine Roland, CMC, CPMC, City Clerk
APPROVED AS TO FORM:
Taryn N. Jones, Acting City Attorney
Print name
(Rev. 8.25.2025)
CONTRACTOR NAME.
By: __ s_�_tr:_n_�_tw ___ _
Signature if=-
Scott Foley
Print name
Title: Branch Manager
[If Contractor is a corporation, signatures must
comply with Corporations Code §313]
By: ---------
Signature
Title:
ATTACHMENT B
EXHIBIT A
FULLY EXECUTED COOPERATIVE CONTRACT
(Rev. 8.25.2025)
ATTACHMENT B
DocuSlgn Envelope ID: 4A0.26838-AE8M9FH947-810B30E1BSDO STANDARD Cl1Y CONTRACT
MASTER CONTRACT FOR PRODUCTS AND SERVICES • THE CITY OF KANSAS CITY, MISSOURI CONTRACT NO.: EV2370
TITLE/DESCRIPTION: ElactrJcal, Lighting, Data Communications and S11curlty Productf and Related Products, S,rylcp gnd Solutfons
THIS Contract is between KANSAS CITY, MISSOURI, a constitutionally chartered municipal corporation ("CITY"), and Graybar Electric Company, Inc. (11CONTRACTOR").
Sec. 1. The. Contract. The Contract between the CITY and CONTRACTOR consists of the following Contract Documents:
(a) this Contract;
(b) CONTRACTOR'S Proposal dated October 6, 2017, that is attached hereto and Incorporated Into this Contract;
(c) CITY1s RFP No. EV2370 that is Incorporated into this Contract by reference; (d) any CITY Issued Purchase Order;
(e) any CITY and CONTRACTOR executed Work Order that Is Incorporated into a CITY issued Purchase Order;
(f) any and all Attachments and Exhibits attached to the Contract. All documents listed in this Section 1 shall be collectively referred to as the .. Contract Documents" and are incorporated Into this Contract. CITY and CONTRACTOR agree that the terms "Agreemenr and •contract" and "Contract Documents� are used interchangeably in this Contract and the terms "Agreemenr and MContracr and •contract Documents• each Include all "Contract Documents."
Sec. 2. lnltlal Term of Contract and Addltlonal Periods. (a) lnltlal Tenn. The initial term of this Contract shall begin on February 1 1 2018, and shall end on January 31, 2023. The Manager of Procurement Services Is authorized to enter Into an amendment of this Contract with CONTRACTOR to extend the term of this Contract and time of performance for this Contract.
(b) Renewal Terms. At any time prior to. the expiration of the initial term or any subsequent tern,, the CITY, in its sole discretion, may renew this Contract for up to three (3) addltlonal two (2) year terms.
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12..05�16)
ATTACHMENT B
OQcuSlgn Envelope ID: 4A021838-AE6A-49f9-9947-810B3DE1BBDO (c) Transition Tenn. Notwithstanding the expiration of the initial term or any subsequent term or all options to renew, CONTRACTOR and CITY shall continue perfonnance under this Contract until the CITY has a new contract In place with either CONTRACTOR or another provider or until the CITY terminates the Contract.
Sac. 3. Purchase Orders and Work Orders.
(a) Purchase Order. CITY shall order all Electrlcal, Lighting, Data Communications, and Security Products and Related Products, Services and Solutions, (hereinafter •the Products" or "Products and Services" or •services" depending on the context of the terms used) by means of a Purchase Order Issued by the CITY's Manager of Procurement Services for which sufficient funds have been certified and encumbered by the City's Director of Finance.
CONTRACTOR shall not provide any "Products" or
11 Producls and Services• or "Services" in
excess of the dolfar amount contained in any Purchase Order even If there · Is an executed Work Order between the CITY and CONTRACTOR. CONTRACTOR shall not be entitled to any payment from CITY In excess of the dollar amount of the Purchase Orders from CITY even If such amount is authorized in a Work Order executed by CfTY and CONTRACTOR.
AH Purchase Orders shall automatlcaJly Incorporate the Contract and all Contract requirements even if the Contract is not referenced.
(b) Goods and Products. CONTRACTOR shall timely provide all Goods and Products ordered by the CITY at the Prices set forth In the Contract. The terms "Goods" and "Products" are used interchangeably under this Contract and each term Includes the other term. (c) Services or Work Orders for both Products and Servlcea.
1. The CITY may request CONTRACTOR to provide Services or both Products and Services. Prior to CONTRACTOR submitting a written detailed Proposal for Services or far both Products and Services to a requesting CITY Department. the CONTRACTOR must obtain written authorization from the CITY's Manager of Procurement Services to submit a Proposal to the CITY Department. CONTRACTOR shall not perform any Services or provide both Services and Products "-'nless the Manager of Procurement Services authorizes CONTRACTOR to provide Services or both Products and Services and all other contractual requirements are met Including the Pricing for all Products, Products and Services and Services.
2. Prior to the Manager of Procurement Services authorizing CONTRACTOR to provide Services or both Products and Services to a CITY Deparjment, the Manager of Procurement Services shall:
a. Obtain MBE/WBE goals from the CllY's Director of Human Relations If the estimated cost of the Services or Products and Services exceeds the dollar thresholds for MBE/WBE goals and Workforce Goals for MBEJWBE goals; b. Have the CITY'e Director of Human Relations determine whether the needed Services are subject to Prevailing Wage requirements and Payment Bond and Performance and Maintenance Bond requirements;
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12-05-16)
ATTACHMENT B
OocuS(gn Envelope ID: 4A025838-AE6A-49F&-9947•810830E1BBDO c. Any other Legal requirements including compliance with the CITY's SLBE requirements
d. if the CITY's MBEIWBE program re.quirements are not applicable due to not meeting the dollar thresholds.
3. If the Manager of Procurement Seivlces authorizes CONTRACTOR to submit a Proposal for Services or for both Products and Services, CONTRACTOR shall submit a detailed Proposal that Includes the Scope of Services, the Proposed Schedule, the Price and If applicable, comply with MBE/\NBE goals, Prevalllng Wage requirements, . and Payment Bond and Performance Bond requirements, or SLBE requirements. If the CITY and CONTRACTOR agree to CONTRACTOR'S Proposal, the CtTY will Issue a Purchase Order and Work Order that is executed by the CITY and CONTRACTOR.
All Work Orders and Purchase Orders signed by the CITY and CONTRACTOR shall automatlcally Incorporate this Contract (even If the Work Order does not apectflcally Incorporate this Connet).
(d) CONTRACTOR shall bill the City, In a fonn acceptable to the City, on the following basis:
monthly.
Sec. 4. Effective Date of Contract,.
(a) Not.withstanding Section 2 of this Contract, neither party has any· obrigation under this Contract until the Manager of Procurement Services issues a Purchase Order which shall be signed by the City's . Director of Finance certifying there is a balance, otherwise unencumbered, to the credit of the appropriation to which the expenditure is to be charged, and a cash balance, otherwise unencumbered, in the treasury, to the credit of the fund from which payment wlll be made, each sufflcfent to meet the obligation Incurred In the Purchase Order.
(b) The date of the first Purchase Order issued by the CITY Is the effective date of this Contract. {c) The date of the first Purchase Order Issued by the CITY after the CITY renews this Contract shafl be the effective date of the renewal tenn or transition term.
Sec. 5. Invoices.
(a) CONTRACTOR shall submit to CITY a request for payment (hereinafter 11 lnvoice") for
services performed In sufficient detail for the CITY to determine that the amount CONTRACTOR Is requesting Is In fact due and payable.
(b) CITY shall not pay any Invoice from CONTRACTOR unless CONTRACTOR . is in compliance with, and not in breach or default of, an tenns, covenants and conditions of this Contract. If damages are sustained by CITY as a result of breach or default by CONTRACTOR, CITY may withhold payment(s) to CONTRACTOR for the purpose of set off untll such time as the exact amount of damages due.to CITY from CONTRACTOR may be determined.
MASTER CONTRACT FOR PRODUCTS AND SEFMCES
(REV. 12-05--16)
Page3of20
ATTACHMENT B
DocuSlgn Envefope ID: 4A025638-AE6A-49FH947-810B3DE1BBDD {c) CITY shall not process CONTRACTOR'S Invoice unless CONTRACTOR'S Invoice is In proper form, correctly computed, and is approved by CITY as payable under the terms of this Contract.
{d) CITY Is not Hable for any obligation incurred by CONTRACTOR except as approved under the provisions of this Contract.
(e) If CONTRACTOR Is required to meet MBEM'BE goals for this Contract, CONTRACTOR shall not submit an Invoice to the City unless CONTRACTOR'S Invoice Is accompa,wied by a copy of the most recent 00485.01 M/WBE Monthly Utilization Report submitted by CONTRACTOR to the City's Human Relations Department. CONTRACTOR shall remain current on CONTRACTOR•s filing of 00485.01 MM/BE Monthly Utilization Reports. CITY shall not pay CONTRACTOR'S Invoice unless CONTRACTOR is current on CONTRACTOR'S filing of 004�5.01 M/WBE Monthly Utilization Reports. (f) Payment terms are net 30 days.
Sec. 8. Reprnantatlons and Warranties of CONTRACTOR. CONTRACTOR hereby represents and warrants to the CfTY the followlng:
(a) CONTRACTOR is In good standing under the laws of the state·of Missouri and each state in which it does business. except any such state where the failure to be in good standing would not have a material adverse effect on CONTRACTOR's ability to perform this Contract In accordance with its terms.
(b) The execution, delivery and performance by CONTRACTOR of this Contract have been duly authorized by all necessary corporate action and do not and will not (I) require any consent or approval of CONTRACTOR's board of directors; (II) require any authorization, consent or approval by, or registration, declaration or flllng with, or notice to, any governmental department, commission, board. bureau, agency or Instrumentality, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained prior to the date hereof; (iii) violate any provision of any law. rule or regulation or of any order, writ, injunction or decree presently In effect having applicability to CONTRACTOR or Its articles or by-laws; and (Iv) result In a breach of or constitute a default under any material agreement, lease or instrument to which CONTRACTOR Is a party or by which It or Its properties may be bound or affected.
(c) CONTRACTOR shall not enter Into any contract for the services to Cl1Y that purpcrts to grant a security interest or right of repossession to any person or entity respecting the services, or any portions thereof or chattels placed thereon. (d) There is no litigation, proceeding or other Investigation pending or, to the knowledge of CONTRACTOR, threatened against CONTRACTOR which would prevent consummation of the transaction contemplated by this Contract or would have a mater(ally adverse effect on CONTRACTOR.
(e) CONTRACTOR warrants that all goods and Products are sold free of any security Interest and wlll make available to CITY all transferable warranties (lncludlng without limitation
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12..o&-16)
ATTACHMENT B
OccuSlgn Envelope ID: 4A025638-AE6A-49F9-8947-810B3De1BBDO warranties with respect to Intellectual property infringement} made to CONTRACTOR by the manufacturer of the goods. CONTRACTOR MAKES NO OTHER IMPLIED WARRANTIES, AND SPECIFICALLY MAKES NO I.MPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE. UNLESS OTHERWISE AGREED IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF SELLER. PRODUCTS SOLD HEREUNDER ARE NOT INTENDED FOR USE IN OR CONNECTION WITH 1) ANY SAFETY APPLICATION OR THE CONTAINMENT AREA OF A NUCLEAR FAC[LITY, OR 2) IN A HEALTHCARE
SITUATION, WHERE THE GOODS HAVE POTENTIAL FOR DIRECT PATIENT CONTACT OR WHERE A SIX (6) FOOT CLEARANCE FROM A PATIENT CANNOT BE MAINTAINED AT ALL TIMES.
(f) Neither party shall be Hable for any delay or faHure to perform under ttiis Agreement In the event and to the extent that such delay or fallure arises out of war, civil commotion, acts of God, accident, fire or water damage, explosion, strikes or lockouts, delay in transportation, legislative action, government regulatlons or any other event beyond the respective party's reasonable control.
Sec. 7. Survival of the ReprNentatrona, WarrantlN and Covenants. All representations, warranties and covenants expressed herein shall survive the execution of this Contract for the benefit of the parties hereto.
Sec. 8. Govamlng Law. This Contract shall be construed and govemed In accordance with the laws of the State of Missouri without giving effect to Missouri's choice of law provisions. The CITY and CONTRACTOR: (1) submit to the Jurisdiction of the state and federal courts located in Jackson County� Missouri; (2) waive any and all objections to Jurisdiction and venue; and (3) will not raise forum non convenlens as an objection to the location of any fltlgatlon. - Sec. 9. Termination for Convenience. CITY may. at any time upon fifteen (15) days written notice to CONTRACTOR specifying the effective date of termination, terminate this Contract, in whole or In part.
Sec. 10. Default and Remedies.
(a) If CONTRACTOR shall be In default or breach of any provision of this Contract, CITY may tenninate this Contract, �uspend CITY's performance, withhold payment or invoke any other legal or equitable remedy after giving CONTRACTOR tan (10) days written notice and opportunity to cure such defautt or breach.
(b) If CITY shall be In default or breach of any provision of this Contract, CONTRACTOR may terminate this contract or suspend CONTRACTOR's performance after giving CITY ten (1 0) days written notice and opportunity to cure such default or breach. (c) CITY's remedies under this Agreement for the purchase of Goods and Products are subject to any limitations contained in manufacturer's terms and conditions to CONTRACTOR, a copy of which will be furnished upon written request. Furthermore, CONTRACTOR's liabillty shalf be limited to either repair or replacement of the goods or Products and refund of the purchase price, all at CONTRACTOR's option, and in no case shall CONTRACTOR be Hable for Incidental or consequential damage. In addition. claims for shortages, other than loss In transit, must be made In wnllng not more than five (5) days after receipt of shipment.
MASTER CONTRACT FOR PRODUCTS AND SERVICES
{REV. '1':#...1!:lli .. »"'ll!'lil
ATTACHMENT B
OocuSlgn Envelope ID: 4A025638-AE6A-49Fe-8947"'310B3DE1 BBDO The llmltatlon of remedies Imposed by this Section is only applicable to Products and Goods provided by CONTRACTOR and this Hmltatlon of remedies section is not appllcable If CONTRACTOR provides Services or both Products, Goods and Services pursuant to Section 3(c) of this Contract.
Sec. 11. Waiver. Waiver by CITY of any tenn, covenant, or condition hereof shall not operate as a waiver of any subsequent breach of the same or of any other term, covenant or condition. No term, cove�ant. or condition of this Contract can be waived except by written consent of CITY, and forbearance or indulgence by CITY In any regard whatsoever shall not constitute a waiver of same to be performed by CONTRACTOR to which the same may apply and, until complete performance by CONTRACTOR of the term, covenant or condition, CITY shall be entitled to invoke any remedy avallable to It under this Contract or by law despite any such forbearance or Indulgence.
Sec. 12. Acceptance. No payment made under this Contract shall be proof of satisfactory performance of the Contract, either wholly or in part, and no payment shall be construed as acceptance of deficient or unsatisfactory services.
Sec. 13. Records.
(a) For purposes of this Section:
1. "'CITY" shall mean the City Auditor, the City's Internal Auditor, the Citys Director of Human Relations, the City Manager, the City department administering this Contract and their delegates and agents.
2. 11
Record" shall mean any document, book, paper, photograph, map, sound recordings or other material, regardless of physical form or characteristics, made or received In connection with this Contract and all Contract amendments and renewals. (b) CONTRACTOR shall maintain and retain all Records for a term of five (5) years that shall begin after the expiration or termination of this Contract and all Contract amendments. CITY shall have a right to examine or audit all Records, and CONTRACTOR shall provide access to CITY of all Records upon ter, (10) days written notice from the CITY. (c) The books, documents and records of CONTRACTOR In connection with this Contract shall be made available to the City Auditor, the City's Internal Auditor, the City's Director of Human Relations and the City department administering this Contract within ten ( 10) days after the written request Is made.
Sec. 14. Affirmative Action� If this Contract exceeds $300,000.00 and Contractor employs fifty (50) or more people, Contractor shall comply with City's Affirmative Action requirements in accordance with the provisions of Chapter 3 of City's Code, the rules and regulations relating to those sections. and any additions or amendments thereto; In executing any Contract subject to said provisions, Contractor warrants that It has an affirmative action program in place and will maintain the affirmative action program in place for the duration of the Contract. Contractor shall not discriminate against any employee or applicant for employment because of race, color, sex, religion, national origin or ancestry, disability, sexual orientation, , gender Identity or age in a manner prohibited by Chapter 3 of City's Code. Contractor shall:
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12--05-16)
ATTACHMENT B
OocuSlgn Envelope ID: 4A025638-AE6A-49F&-904Mt10S3CE1 BBDp (a)
(b)
(c)
Submit, in print or electronic format, a copy of Contrador's current certificate of compliance to the Cit.ya Human Relations Department (HRD) prior to receiving the first payment under the Contract, unless a copy has alreadJ been submitted to HRD at any ·point within the previous two (2) calendar years. If, and onfy If, Contractor does not possess a current certification of compllance, Contractor shaH submit, In print or electronic format, a copy of its affirmative action program to HRD prior to receiving the first payment under the Contract, unfess a copy has already been submitted to HRD at any point within the previous two (2) calendar years.
Require any Subcontractor awarded a subcontract exceeding $300,000.00 to affirm that Subcontractor has an affirmative action program fn place and will maintain the affirmative action program in place for the duration of the subcontract.
Obtain from any Subcontractor awarded a subcontract exceeding $300,000.00 a copy of the Subcontractor's current certificate of compllance and tender a copy 9f the same, in· print or electronic format, to HRD within thirty (30) days from the date the subcontract Is executed.
If, and only If, Subcontractor does not possess a current. certificate of compliance, Contractor shall obtain a copy of the Subcontractor's affirmative action program and tender a copy of the same, in print or electronic format, to HRD within thirty (30) days from the date the subcontract is executed.
City has the right to take action as directed by City's Human Relations Department to enforce this provision. If Contractor fails, refuses or neglects to comply with the provisions of Chapter 3 of City's Code, then such fallure shaH be deemed a total breach of this Contract and this Contract may be terminated, cancered or suspended, In whole or In part, and Contractor may be declared ineligible for any further contracts funded by City for a period of one (1) year. This Is a material tenn of this Contract.
Sac. 15. Tax Compliance. ff the CITY'S payments to CONTRACTOR exceed $160,000.01 for the period of May 1st through April 30th, CONTRACTOR shaH provide proof of compllance with the CITY'S tax ordinances administered by the CITY's Commissioner of Revenue as a precondition to the CITY. making the first payment under this Contract. CONTRACTOR also shall submit to the CllY proof of compliance with the CITY's tax ordinances administered by the CITY's Commissioner of Revenue as a condition precedent to the CITY making final payment under the Contract.
Sec.16- Buy American Preference. It Is the policy of the CITY that any manufactured goods or commodities used or supplied in the performance of any CITY Contract or any subcontract thereto shall be manufactured or produced In the United States whenever possible. lee. 17. Notices. All notices to be given hereunder shall be In writing and may be given, served or made by depositing the same In the United States mail addressed to the party to be notified, postpaid and registered or certified with return receipt requested or by dellverlng the same In person to such person.
Notice deposited In the mail in accordance with the provisions hereof shall be effective unless otherwise stated in such notice or In this Contract from and after the second day next following th- date postmarked on the. envelope contalnfng such notice. Notice given In any other manner shall be effective only if and when received by the party to be nottfled. AH notices shall be sent to the following addresses:
if to the CITY: City of Kansas City, Missouri
Procurement Services Division
414 East 12th Street, 1 st Floor, Room 102 W
Kansas City, Missouri 64106
Attention: Cedric Rowan, C.P�M., Manager
MASTER CONTRACT FOR PRODUCTS AND SERVICES
12-05-16)
ATTACHMENT B
DocuStgn Envelope ID: 4A026638-AE6A◄9FN947-81OB3DE18800 With copies to:
E-mail: [email protected]
Telephone: (816) 513-0814
Facslmll�: (816) 513-1066
law Department of Kansas City, Missouri
414 East 12th Street, 23n:1 Floor
Kansas City, Missouri 64106
Attention: Cecilla Abbott, Esq., City Attorney
E-mall: [email protected]: (816) 513-3127 Fax: (816) 513 ... 3133
If to the CONTRACTOR: Graybar Electric Company, Inc.
Ronald Drescher, National Sales Manager, Corporate Sales 11885 Lackland Road
St. Louis, Missouri 63148
E-mail: rcm.drescher@grayb@r,oom
Telephone: (301) 306-3263
Mobile: (301) 830-1424
Sec. 18 .. General Indemnification.
(a) For purposes of this Section only, the following terms shall have the meanings llsted:
1. Claims means all claims, damages, liability, losses, costs and expenses, court costs and reasonable attorneys' fees, including attorneys' fees Incurred by the CITY in the enforcement of this indemnity obligation.
2. CONTRACTOR1s Agents means CONTRACTOR's officers, employees, subcontractors, successors, assigns, invitees. and other agents.
3. CITY means CITY, Its Agencies, fts agents, officlals, officers and en;tployees. (b) CONTRACTOR'S obligations under.this Section with respect to indemnification for acts or omissions, including negligence, of. CITY, shall be limited to the coverage and limits of Insurance that CONTRACTOR Is required to procure and maintain under this Contract.
CONTRACTOR affirms that it has had the opportunity to recover all costs of the insurance requirements imposed by this Contract In Its contract price. (c) CONTRACTOR shall defend Indemnify and hold harmless CITY from and against all claims arising out of or-resulting from all acts or omissions in connection with this Contract caused in whole or in part by CONTRACTOR or CONTRACTOR'S Agents, regardless of whether or not caused in part by any act or omfsslon, Including negllgence, of CITY. CONTRACTOR is not obligated under this Section to indemnify CITY for the sole negligence of CITY. (d) In no event shall the language In this Section constitute or be construed as a waiver or limitation of the CITY's rights or defenses with regard to sovereign immunity, governmental
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12..()5-16)
ATTACHMENT B
DocuSfgn Envelope ID: 4A028638-AESA-49F9-9947-810B3DE1BBCD immunity, or other official immunities and protections as provided by the federal and state constitutions or by law.
Sec. 19. lndemnlflcaQon for Profesalonal Negllgence. If this contract is for professional services, CONTRACTOR shall indemnify, and hold harmless CITY and any of Its agencies, officials, officers, or empfoyees from and against all claims, damages, llabillty, losses, costs, and expenses, including reasonable attorneys' fees, arising out of any negligent acts or omissions in connection with this Contract, caused by CONTRACTOR, Its employees, agents. subcontractors, or caused by others for whom CONTRACTOR is liable, in the perfonnance of professional services under this Contract. CONTRACTOR is not obligated under this Section to indemnify CITY for the negligent acts of CITY or any of Its agencies, offlclals, officers, or employees.
Sec. 20. Insurance ..
(a) CONTRACTOR shall procure and maintain in· effect throughout the term of this Contract Insurance po.Ucies with coverage not less than the types and amounts specified In this Section. CONTRACTOR must have:
1. Commercial General Llabfllty Insurance Policy: with limits of $1,000,000 per occurrence and $2,000,000 aggregate, written on an "occurrence• basis. The policy shall be written or endorsed to Include the fallowing provisions:
a. Severablllty of Interests Coverage applyfng to Addltlonal Insureds b. Contractual Liability
c. Per Project Aggregate Llablllty Limit or. where not available, the aggregate llmlt shall be $2,000.000.
d. No Contractual Llabllity Limitation Endorsement
e. Additional Insured Endorsement, ISO fonn CG20 10, current edition, or Hs equivalent.
2. Workers' Compensation Insurance and Employers Liability Policies as required by Missouri law.
3. Commerclal Automobile Liability Insurance Polley: with a llmit of $1.000,000 per occurrence, covering owned, hired, and non-owned automobHes. The Policy shall provide coverage on an "any auto111 basis and on an "occurrence" basis. This insurance policy will be written on a Commercial Business Auto form, or acceptable equivalent, and will protect against clalms arising out of the operation of motor vehicles, as to acts done In connection with the Contract, by CONTRACTOR.
4. If this Contract Is for professional services, CONTRACTOR shall obtain Professional Llablllty Insurance with limits per claim and annual aggregate of $1,000,000. (b) All insurance pollcles required In this Section shall provide that the pollcy will not be canceled until after the Insurer provides the CITY ten (10) days written notice of cancellatlon in the event that the cancellatlon is for CONTRACTOR'& nonpayment of premiums and thirty (30) days written notice of cancellatlon to CITY for all other reasons of cancellatlon.
MASTER CONTRACT FOR PRODUCTS AND SERVICES
{REV. 12--05-16)
Page9of.20
ATTACHMENT B
DocuSlgn Envelope 10: 4A025838-AE6A-49FQ..9947-810B30E1BBOO (c) The Commercial General and Automobile Liability Insurance Policies specified above shall provide that CITY and Its agencies, agents, offlclals, officers, and employees, whlle acting within the scope of their authority, wlll be named as addftlonal Insureds for the services performed under this Contract. CONTRACTOR shall provide to CITY at execution of this Contract a certificate of Insurance showing au required endorsements and addltlonal insureds.
(d) All Insurance policies must be provided by Insurance Companies that have an A.M. Best's rating of "A-V' or better, and are licensed or approved by the State of Missouri to provide Insurance In Missouri.
(e) Regardless of any approval by CITY, CONTRACTOR shall maintain the required insurance coverage In force at all times during the tenn of this Contract. CONTRACTOR's failure to maintain the required Insurance coverage will not relieve CONTRACTOR of Its contractual obligation to Indemnify the CITY pursuant to this Section of this Contract. rn the event CONTRACTOR fails to maintain the required insurance coverage in effect, CITY may declare CONTRACTOR rn default.
(f) In no event shall the ranguage in this Section constitute or be construed as a waiver or limitation of the CITY's rights or defenses with regard to sovereign immunity. governmental immunity, or other official immunities and protections as provided by the federal and state constitutions or by law.
Sec. 21. Interpretation of the Contract.
{a) CITY selected CONTRACTOR through a negotiated procurement process rather than an Invitation for Bids {IFB) solicitation. Unlike the IFB, this process allows the CITY and CONTRACTOR to discuss and negotiate a contract at ann1s length prior to entering a flnaf contract that is acceptable to both the CITY and the CONTRACtOR. After negotiation and discussion, CONTRACTOR and CITY have lncorporat�d multiple documents Into this Agreement and the meaning of some of the words used In the Agreement may be uncertain, Incomplete or dupllcatlve and the Agreement may promise something at one place and take that promise away at another. In sum, the Agreement may contain words and provisions that are susceptible of more than one meaning so that reasonable persons of average Intelligence may fairly and honestly differ in their construction of the words and provisions. It is the intent of the CITY and the CONTRACTOR that the CJTY's taxpayers receive the benefit or advantage In the construction and interpretation of this Agreement, regardless of the nom,al judicial rules of contract construction even if the construction and Interpretation of the Agreement will cost the CONTRACTOR more money and time. CITY and CONTRACTOR agree that CITY's Manager of Procurement Services shall, in cooperation with a representative of suppHer, resolve all disagreements as to the meaning of this Agreement or any ambiguity In this Agreement. The decision of CITY'S Manager of Procurement shall be final and conclusive if all parties have acted in good faith. (b) CONTRACTOR acknowledges and agrees that the CITY has provided CONTRACTOR with an opportunity to have CONTRACTOR's attorney review and advise CONTRACTOR on the Agreement and any potential ambiguities or areas of disagreement and the potential
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV.12..()5 .. 18)
ATTACHMENT B
DocuSlgn Envelope ro: 4A025638-AE8A-4UFl-9947..S10B30E1BBDO adverse legal consequences of CONTRACTOR agreeing to this Section as well as the entire Agreement.
{c) CONTRACTOR certifies that CONTRACTOR has either (1) waived Its right to have CONTRACTOR's attorney review this Section and Agreement; or (2) CONTRACTOR has consulted with an attorney on this Section and Agreement. (d) CONTRACTOR knowingly and .voluntarily agrees to this Section, as amended, and the entire Agreement. CONTRACTOR certifies that this contract was not procured by fraud, duress or undue Influence.
lac. 22. Contract Execution. This Contract may be executed in one or more counterparts, each of which will be deemed an original copy of this Contract and all of which, when taken together, will be deemed to constitute one and the same Contract. This Contract shall be effective upon the execution of counterparts by both parties, notwithstanding that both parties may not sign the same counterpart. The parties' signatures transmitted by facsimile or by other electronfc means shall be proof of the execution of this Contract and shall be acceptable In a court of law.
Sac. 23. Guaranteed Low•t Pricing. CONTRACTOR certifies that this Contract contains CONTRACTOR's towest and best pricing for all services supplied by CONTRACTOR to any government, governmental entity, political subdivision, city, state, school district or any other public entity in the United States as of the date of this Contract. CONTRACTOR represents that the prices set for herein are not less favorable than those cunsntly extended to any other similarly situated government, governmental entity, political subdivision. city, state, school district or other publlc entity customer, for the same goods, in equal or seller quantities, as part of slmllar market basket, and under slmllar tenns.
Sec. 24. Asalgnablllty and Subcontracting.
(a) Assignability. Contractor shall not assign or transfer any part or all of Contractor's obligation or Interest In this Contract without prior written approval of City. If Contractor shall assign or transfer any of its obligations or interests under this Contract without the City's prior written approval, it shall constitute a materlal breach of this Contract. This provision shall not prohibit contractor from subcontracting as otherwlee provided for herein. (b) Subcontracting. Contractor shall not subcontract any part or all of Contractor's obligations or Interests in this Contract unless the subcontractor has been identified in a format required by City. If Contractor shall subcontract any part of Contractor's obligations or interests under this Contract without having identifi&Q the subcontractor, tt shall constitute a material breach of this Contract. The utillzatlon of subcontractors shall not relieve Contractor of any of its respanslbflltles under the Contract, and Contractor shall remain responsible to City for the negligent acts. errors, omissions or neglect of any subcontractor and of such subcontractor's officers, agents and employees. City shall have the right to reject, at any point during the term of this Contract, any subcontractor Identified by Contractor, and to require that any subcontractor ce,se working under this Contract. City's right shall be exercisable In its sole and subjective discretion. City shall not be obligated to pay or be Hable for payment of any monies which may be due to any subcontractor. Contractor shall include· In any subcontract a requirement that the subcontractor comply with all requirements of this Contract in performing Contractor's services hereunder.
MASTER CONTRACT FOR PRODUCTS AND SERVICES
12-05--16)
ATTACHMENT B
OocuSlgn Envelope JD: 4A025638-AE8A-49F9-Q947;.810B3DE1BBCO Sec. 25. Profeselonal Services - Conflict of Interest Certification. If this Contract (s for professional services other than for medical doctors or appraisers, CONTRACTOR certifies that CONTRACTOR Is not an expert witness for any party fn litigation against the CITY at the time of the issuance of this Contract.
Sec. 28. Minority and Women's Business Enterprises.
(a) CONTRACTOR shall assist City Certified Minority Business Enterprises (MBEs), City Certified Woman Business Enterprises (WBEs) and City Certified Small Local Business Enterprises (SLBEs) grow, develop, and prosper in the public sector by implementatlon of the requirements of this Section.
(b) CONTRACTOR shall provide the same U.S. Communities natlonal discounted pricing received by the City to City Certified MBEs, WBEs and SLBEs when City Certified MBEs, WBEs, and SLBEs bid or submit a proposal on City of Kansas City, Missouri Construction or Maintenance Sollcltatlons and other public sector Construction and Maintenance Solicitatlons to allow City Certified MBEs, WBEs, and SLBEs, to incorporate the same National Discounted U.S. Communities pricing received by the City In their bids and proposals to the City and other public entltJes and save the taxpayers money.
Sac. 27. Employee EllglbHlty Verification. CONTRACTOR shall execute and submit an affidavit, in a fom, prescribed by the CITY, affirming that CONTRACTOR does not knowingly employ any person in connection with the contracted services who does not have the legal right or authorization under federal faw to work in the United States as defined rn 8 U.S.C. §1324a(h)(3). CONTRACTOR shall attach to the affidavit documentation sufficient to establish CONTRACTOR1s enrollment and participation In an electronic verification of work program operated by the United States Department of Homeland Security to verify information of newly hired employees, under the Immigration and Reform and Control Act of 1986.
CONTRACTOR may obtain additional information about E-Verify and enroll at https://e verify.uscis.gov/enroll/StartPage.aspx?JS=YES. For those CONTRACTORs enrolled In E-Verify, the first and last pages of the E-Verify Memorandum of Understanding that CONTRACTOR will obtain upon successfully enrolling in the program shall constitute sufficient documentation for purposes of complylng with this section. CONTRACTOR shall submit the affidavit and attachments to the CITY prior to execution of the contract, or at any point during the term of the contract if requested by the CITY.
Sac. 28. Emerganclea.
(a) Disaster means any large scale event such as an act of terrorism, fire, wind, flood, earthquake or other natural or man-made calamity which results in, or has the potentlal to result In a significant loss of llfe or property.
(b} Outing and after a dlsaster, CONTRACTOR shall provide special �ervlces to the CITY including CONTRACTOR shall open CONTRACTOR'S facilities even on nights and weekends as necessary to meet the needs of the Ctty during a disaster. (c) CONTRACTOR shall not charge CITY any fee for opening facilities during an emergency or for extending CONTRACTOR1s hours of operation during a disaster. CITY shall pay CONTRACTOR the agreed upon contract prices for all purchases made by CITY during the
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12-05--16)
ATTACHMENT B
DocuSlgn Envelope ID: 4A025838wAESA-49F9-9947-ll10S30E1BBDO disaster and CONTRACTOR shall not charge),CITV any addltlonal mark-up, fee or cost for any purchases made by CITY during a disaster.
(d) CONTRACTOR shall quickly mobilize CONTRACTOR's internal and external resources to assist CITY when a disaster unfolds.
(e) Extended hours and personnel. During disasters. CONTRACTOR's facilities shall stay open 24 hours if requested by the CITY. CONTRACTOR shall utllfze addlUonal CONTRACTOR personnel to take CITY orders tf necessary. CONTRACTOR'S Call Center shall accept phone orders 24 hours a day.
(f) CONTRACTOR shall have contingency plans with CONTRACTOR'S suppliers to provide additional supplies and equipment qulckly to CITY as needed. (g) CONTRACTOR shall cooperate with CITY to property document any and all expenses incurred by CITY with CONTRACTOR and CONTRACTOR shall assist CITY in meeting any and all documentation requirements of the Federal Emergency Management Agency (FEMA).
Sec. 29. Time of Delivery. Delivery Is required to be made In accordance with the schedule shown In the solicitation and purchase order.
Sec. 30. F.0.B. Deatlnatlon. All dellvertes of Products shall be F.O.B. Destination and all freight charges are Included In the Purchase Price charged by CONTRACTOR to the CITY. (a) The proposed pricing applies to nonnally stocked Graybar materials. Discounts offered are based on the Graybar List Price or Cost In effect at time of order. (b) Standard delivery policy provides customers with next day service, free of charge, for materlats stocked In the branch and within the standard service area. (c) Orders requiring same-day or expedited next-day service. non-stock Items. special order or special handling and materials obtained from other Graybar warehouses or mam.rfacturers, may Include shlppfng or handling charges. Any shipping, handling or other costs will be negotiated at time of order.
Sec. 31. Quailty. All Products shall be new, in current production, and the best of their kind. When applicable, parts and maintenance shall be reasonably available. New equipment that is obsolete or technically outdated Is not acceptable. Remanufactured or reconditioned items are not considered new.
Items shall be properly packaged, packed, labeled, and ldenttfled In accordance with commercial standards acceptable to the trade and as required by ICC and other federal and state regulations. Packing slips wirl accompany the shipment.
Sac. 32. Brand Name or Equal. Whenever the name of the manufacturer or the suppller Is mentioned on the face hereof and the words .. or equal" do not follow, it shall be deemed that the words •or equal" shall follow such designations unless the face hereof specifies "no substitutions". The CITY may assume that Items submitted are equal or it may request samples and proof thereof and unless approved before shipment, reserves right to ratum at the CONTRACTOR'S expense all Items that are not acceptable as
MASTER CONTRACT FOR PRODUCTS AND SERVICES
12..QS..16)
ATTACHMENT B
DocuSlgn Envelope ID: 4A026838-AE8A--49F9-9847 .. B10B30E1BSDO equals, said Items to be replaced by the CONTRACTOR with satisfactory items at the original submitted 1 \
price.
Sec. 33. Commercial Warranty. The CONTRACTOR agrees that the Products and Services furnished under this Contract shall be covered by the most favorable commercial warranties the CONTRACTOR gives to any customer for such supplies or services and that the rights and remedies provided herein are In addition to and do not llmlt any rights afforded to the CITY by. any other clause of this contract.
CONTRACTOR represents that the warranties set forth herein are not less favorable than those currently extended to any other similarly situated government, governmental entity, polftlcal subdivision, city, state, school district or other publlc entity customer, for the same goods, In equal or lass quantities, as part of the slmllar market basket, and under similar terms.
Sec. 34. Sellers Invoice. Invoices shall be prepared and submitted In duplicate to addreM shown on the purchase order. Separate Invoices are required for each purchase order. Invoices shall contain the following lnfomiatlon: purchase order number, item number, description of supplies or services, sizes, unit cf measure, quantity, unit price, and extended totals.
Sec. 35. Inspection and Acceptance.. Inspection and accepta_nce will be at destination unless specffied otherwise, and wlll be made by the CITY department shown in the shipping address or other duly authorized representative of the CITY. Until delivery! and acceptance, and after any rejection, risk of loss will be on the CONTRACTOR unless loss results from negllgence of the CITY. CONTRACTOR wfll be notified of rejected shipments� Unless agreed otherwise, Items will be returned freight collect.
Sec. 38. Loss and Damaged Shipments.. Risk of loss or damage to Items prior to the time of their receipt • and acceptance by the CITY Is upon the CONTRACTOR. The CITY has no obllgatlon to accept damaged shipments and reserves the right to return at CONTRACTOR'S expense damaged merchandise even though the damage was not apparent or discovered untll after receipt of the items.
Sac .. 37. Late Shipments. CONTRACTOR is responsible to notify the CITY department receiving the Items and the Senior Buyer of any late or delayed shipments. The CITY reserves the right to cancel all or any part of an order If the shipment Is not made as promised.
Sec. 31. Tax Exemption • Federal and State.
(a) The CITY Is exempt from F�deral Excise and Transportation taxes on purchases under Chapter-32, Internal Revenue Code. The federal tax registration number Issued by the St. 'Louis District Director on November 11, 1974 is No. 43740340K. (b) The CITY Is exempt from payment of Missouri Sales and Use Tax in Accordance with Section 39(10) Article 3, of the Missouri Constitution and Sections 144.040 and 144.615 RSMo 1969 and supplement thereto. A copy of the exemption from Missouri Sales and Use Tax Is available upon request.
Sec. 39. Annual Appropriation of Funds.
(a) Multi-year tenn supply and service contracts and leases and the exercise of options to renew term contracts are subject to annual appropriation of funds by the City Council. Payments made under term contracts and leases are oonsidered items of current expense. Purchase orders are
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12--06-16)
Page14of20
ATTACHMENT B
DocuSlgn EnYEIIOPI ID: 4A025638-AEM-49Fa-9947-810B30E1BBDO funded when issued, therefore are current expense items and are not subject to any subsequent appropriation of funds.
(b) In the event sufficient funds are not appropriated for the payment of lease payments or anticipated term contract payments required to be paid In the next occurring lease or contract term and If no funds are legally available from other sources, the lease or contract may be terminated at the end of the original tem, or renewal term and the CITY shall not be obligated to make further payments beyond the then current original or renewal term. The CITY wHI provide notice of Its lnabilfty to continue the lease or contract at such time as the Manager of Procurement Services Is aware of the nonapproprlation of funds; however, fallure to notify does not renew the tenn of lease or contract. If a lease Is cancelled, the events of default will occur as described In the lease and/or the section titled TERMINATION FOR DEFAULT. The CITY has no monetary obligations in event of termination or reduction of a term contract since such contracts represent estimated quantities and are not funded as a contract, but only to the extent of purchase orders issued.
Sac. 40. Performance and Maintenance Bond and Payment Bond. (a) If a Work Order is estimated to exceed $50,000.00 and Is for the erection. construction, alteration, repair or improvement of any bulfding, road, street, public utllity or other public facility owned by the public entity as defined by Section 107.170, RSMo, CONTRACTOR shall obtain a performance and maintenance bond and payment bond as required by this Section. The City approved performance and maintenance bond and payment bond are incorporated in this Contract by reference and Contractor shall require Its Surety to issue the performance and maintenance bonds and payment bonds on City approved fomis. {b) All Bonds shall be executed by such sureties as are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Relnsuring Companies" as published in Circular 570 (amended) by the Flnanclal Management Service, Surety Bond Branch, U.S. Department of the Treasury. A certified copy of such agent's authority to act must accompany all Bonds signed by an agent. If the surety on any Bond fumlshed by Seller is declared bankrupt or becomes Insolvent, or its right to do business Is terminated In any state where any part of the Project rs located or It ceases to meet the requirement of the preceding sentence, Seller shall within twenty (20) days thereafter substitute another Bond and surety, both of which must be acceptable to City. (c) The performance and maintenance bond and payment bond shall remain In effect at least one (1) year after the date when final payment becomes due, except as provided otherwise by Laws or Regulations or by the Contract Documents.
{d) All Bonds required by the Contract Documents to be purchased and maintained by CONTRACTOR shall be obtained from surety that Is duly·licansad in the State of Missouri and In the Jurisdiction in which the Project Is located, ff not In Missouri. to Issue Bonds. All surety companies shall hold an A.M. Best rating of B+, V, or better. {e) If the surety on any Bond furnished by Contractor is declared bankrupt or becomes Insolvent, or Its right to do business is terminated in any state where any part of the Project is located or it ceases to meet the requirement of Paragraph 5.01 B, Contractor shall within twenty (20) days thereafter substitute another Bond and surety, both of which must be acceptable to City.
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12..05--16}
ATTACHMENT B
DocuSlgn Envelope ID: 4.AD25838-AE6A49F9-9947 .. 810B3DE1SBDO Sec. 41. Prevalllng Wage.
A. Prevailing Wage. If a Work Order Includes work that requires payment of prevailing wage as set forth In Sections 290.210 to 290.340, RSMo (the "Law"), CONTRACTOR shall pay workers prevalllng wage In accordance with this Section and the Law. Under the Law, work that meets the definition of •construction"
11 lncludes construction, reconstruction, improvement,
enlargement, alteration, painting and decorating, or major repair." "Maintenance work that is not subject to the Law Is defined as "the repair, but not the replacement, of existing facilities when the size, type or extent of the existing facfJlties Is not thereby changed or increased.•
1. Contractor shall comply and require tts Subcontractors to comply with; a. Sections 290.210 to 290.340, RSMo the State of Missouri Prevailing Wage Law (the "Law"); and
b. 8 CSR.30-3.010 to 8 CSR 30-3.0601 the Prevailing Wage Law Rules (the .. Rules"); and c. the Annual Wage Order (Wage Order) issued by the State of Missouri's Department of Labor and Industrial Relations: and
d. any sppllcable Annual Incremental Wage Increase (Wage Increase) to the Annual Wage Order.
2. The Law, Rules, Wage Order and any Wage Increase are incorporated Into and made part hereof this Contract and shall be collectively referred to in this Section as the "Prevailing Wage Requirements.• In the event this Contract is renewed for an additional term, the Wage Order In effect as of the commencement date of the additional term, as amended by any appllcable Wage Increase, shall be deemed incorporated herein and shafl apply to and remain in effect for the duration of the addftlonal term. The new Wage Order and any appHcable Wage Increase shall govern notwithstanding the fact that the Wage Order being replaced might be physically attached to this Contract.
3. Contractor shall pay and require Its Subcontractors to pay to air workers per,formlng work under this Contract not less than the prevailing hourly rate of wages for the class or type of Y10rk performed by the worker In accordance with the Law, Rules, Wage Order and any applicable Wage Increase. Contractor shall take whatever steps are necessary to insure that the prevailing. hourly wage rates are paid and that all workers for Contractor and each of tts Subcontractors are paid for the class or type of work performed by the worker In accordance with the Prevailing Wage Requirements.
4. Prior to each of Its Subcontractors beginning Work on the Site, Contractor shall require each Subcontractor to complete City's Form 00490 enfflled uPre-contract Certification" that sets forth the Subcontractor's prevailing wage and tax compflance history for the two (2) years prior to the bid. Contractor shall retain one { 1) year and make the Pre-contract Certifications available to City within five (5) days after wrttten request.
5. Contractor shall keep and require each of Its Subcontractors engaged fn the construction of public works in performance of the Contract to keep full and accurate records on City's forms. Contractor shall:
a. Keep and require each of Its Subcontractors engaged in the construction of publlc works In performance of the Contract to keep full and accurate records on City's •oally Labor Force Report" Fonn Indicating the worker's name, occupational title or classfflcatlon group and sklll and the workers' hours. City shall furnish blank copies of the Daily Labor
MASTER CONTRACT FOR PRODUCTS AND SERVICES
{REV. 12..QS .. 18)
ATTACHMENT B
OocuSlgn Envelope ID: 4A025638-AE6A-49F&,9947..S10B30E1BBOD Force Report Form to Contractor for its use and for distribution to Subcontractors.
Contractor shall submit its and its Subcontractors Dally Labor Force Reports to City each day;and
b. Submit, and require each of Its Subcontractors engaged In the construction of public works in performance of the Contract to submit, electronically. in a format prescribed by the City, Certified Payroll Report Information indicating the worker's name; address, social security number, occupatlon(s), craft(s} of every worker employed in connection with the public work together with the number ot hours worked by e�ch worker and the actual wages paid in connection with the Project and other pertinent Information as requested by the City; and
c. Submit, and require each of Its Subcontractors engaged I� the construction of public works In perfonnance of the Contract to submit, electronically, In format prescribed by the City, a Payroll Certification. The Payroll Certification must be signed by the employee or agent who pays or supervises the payment of the workers employed under the Contract for the Contractor and each Subcontractor.
The Dally Labor Force Report, documents used to compile lnfom,atlon for the· Certified PayroH Report, and Payroll Certification are collectively referred to In this Section as the •Records."
6. Contractor shall make all of Contractor's and Subcontractors' Records open to inspection by any authorized representatives of City and the Missouri Department of Labor and lndustrlal Relations at any reasonable time and as often as they may be necessary and such Records shall not be destroyed or removed from the State of Missouri for a period of one (1) year following the completion of the public work In connection with which the Records are made.
Contractor shall have its and its Subcontractors Certified Payroll Reports and Payroll Certifications available at the Contractor's office and shall provide the Records to the City electronically at City's sole C,iscretion. In addition, all Records shall be considered a public record and Contractor shall provide the Records to the City In the format required by the City within three (3) working days of any request by City at the Contractor's cost. City, in Its sole discretion. may require Contractor to send any of the Records directly to the person who requested the Record at Contractor's expense.
7. Contractor shall post and keep posted a clearly leglbfe statement of all prevailing hourly wage rates to be paid to all workers employed by Contractor and each of Its Subcontractors In the performance of this Contract In a prominent and easily accessible place at the Site of the Work by all workers.
8. If the Contract Price exceeds $250,000.00, Contractor shall and shall require each Subcontractor engaged in any construction of public works to have Its name, acceptable abbreviation or recognizable logo and the name of the city and state of the malling address of the principal office of the company, on each motor vehicle and motorized self-propelled piece of equipment which Is used in connection with the Project during the time the Contractor or Subcontractor Is engaged on the project. The sign shall be legible from a distance of twenty (20') feet, but the size of the lettering need not be larger than two (2") Inches. In cases where equipment is leased or where affixing a legible sign to the equipment Is Impractical, the Contractor may place a temporary stationary sign. with the Information required pursuant to this section, at the main entrance of the Project In place of affixing the required information on the equipment so long as such sign Is not In violation of any state or federal statute, rule or regulation. Motor vehicles which are required to have similar
MASTER CONTRACT FOR PRODUCTS AND SERVICES
12--05-16)
ATTACHMENT B
DocuSlgn Envalcpe ID: 4A025638-AE8A-49F9-9947-810B3DE1 BBDD Information affixed thereto pursuant to requirements of a. regulatory agency of the state or federal govemment are exempt from the provisions of this subsection.
9. Contractor must correct any errors In Contractor's or any Subcontractors' Records, or Contractor's or any Subcontractors' violations of the Law, Rules, Annual Wage Order and any Wage Increase within fourteen (14) calendar days after notice from City. 1 0. Contractor shall and shall require its Subcontractors to cooperate wtth the City and the Department of Labor and Industrial Relatlons In the enforcement of this Section, the Law, Rules, Annual Wage Order and any Wage Increase. Contractor shall and shall require its Subcontractors to permit City and the Department of Labor and Industrial Relations to Interview any and all workers dur.lng working hours on the Project at Contractor•s sole cost and expense.
11. Contractor shall file with· City, upon completion of the Project and prior to final payment therefore, affldavlts·from Contractor and each of Its Subcontractors, stating that each has fully complied with the provisions and requirements of the Missouri Prevailing Wage Law.
City shall not make· fl�al payment until the affidavits, in proper fonn and order, from Contractor and each of Its Subcontractors, are flied by Contractor.
12. CorJt.mctor shall forfeit as a statutory penalty to the City one hundred dollars ($100.00) for each worker employed, for each calendar day, or portion thereof, such worker Is paid less than the ptevaHlng hourly rates for ,any work done under this Contract, by Contractor or· by • any of contractor's Subcontractors. If Contractor or any of Its Subcontractors have violated any sectlon(s) of 290.210 to 290.340, RSMo. In the course of the execution of the Contract, City shall when making payments to the Contractor becoming due under thfs· Contract, withhold and retain therefrom all sums and amounts due and owing as a result of any vlolatlon of sections 290.21 Oto 290.340; RSMo.
B. Prevailing Wage Damages. Contractor acknowledges and . agrees that, based on the experience of City, vlolatlons of the Missouri Prevalllng Wage Act, whether by Contractor or its Subcontractors, commonly result In addltlonal costs to City. Contractor agrees that additional costs to City for any pa,ticurar violation are difficult to establish and include but are not llmlted to: costs of construction delays, addftlonal work for City, addltlonal Interest expenses, investigations, and the cost of establlshlng and maintaining a special division working under the City Manager to monitor prevailing wage compliance.
1. In the event of the failure by Contractor or any of Its Subcontractors to pay wages as provided In the Missouri Prevalllng Wage Acts City shall be entltled to deduct from the Contract Price, and shall retain as liquidated damages, one hundred dollars ($100.00) per day, per worker who Is paid less than the prevailfng hourly rate of wages. to approximate the addltlonar costs. The sum shall be deducted, paid or owed whether or not the contract Times have expired.
2. City shall give written notice to Contractor setting forth the workers who have been underpaid, the amount of the statutory penalty and the amount of the liquidated damages as provided for In this Subparagraph. Contractor shall have fourteen ( 14) calendar days to respond, which time may be extended by City upon written request. If Contractor falls to respond within the specified time, the City's original notice shall be deemed final. . If Contractor responds to City's notice, City will furnish Contractor a final decision In writing within five (5) days of completing any investigation.
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV.12-05-16)
ATTACHMENT B
DocuSlgn Envelope 10: 4A02583&-AE6M9F9-9947"'810B3DE1 BBDO C. Excessive Unemproyment.
1. Resident Laborers• means laborers who have been residents of the State of Missouri for at least thirty days and who intend to remain Missouri residents, and residents of Nonrestrictive States.
2. 11
Nonrestrictive States•· means states identified by the Missouri Department of Labor and lndustrral Relatlons Division of Labor Standards that have not enacted state laws restricting Missouri laborers from working on publlc works projects. A list of Nonrestrictive States can be found on the Division web site at http:/(www.dolir.mo.gov/fs/index.htm.
3. A period of· Excessive Unemployment is declared when the Missouri Department of Labor and lndustrlal Relations Division of Labor Standards provrdea notice of such declaration.
When in effect, notice will be provided on the Division web site at http://www.dolir.mo.gov/ls/index.htm. It is Contractor's obligation to determine whether a period of Excessive Unemployment is in effect when this Contract Is let.
4. Contractor agrees to follow the provisions of Section .290.560 .. 290.575 RSMo and agrees that If a period of Excessive Unemployment has been declared at any point during the term of this Contract, tt wlll employ and require all Subcontractors of whatever tier to employ onJy Resident Laborers for the Work to be performed under this Contract. Provided, however, Contractor may use laborers who are not Resident Laborers when Resident Laborers are not available or are Incapable of performing the particular type .. of work. involved if Contractor so certifies fn writing to City and City Issues a written approvalw ·rhis provision does not apply to regularly employed nonresident executive, super:ytsory or technical emplo�ees.
Sic. 42. Workforce. If Contractor Is required to pay prevalling wages for the work.perfo�ed pursuant to this Contract, Contractor agrees to comply with all requirements of City's Construction Employment Program as enacted rn Cltyts Code, Sections 3 ... 501 through 3-525 and as hereinafter amended.
Contractor shall meet or exceed the construction employment goals unless the same shall have been waived in the manner provided by law. Contractor's compliance wJth thrs provision Is a material part of this Contract.
Contractor shall comply with City's Workforce Program Reporting System requirements. Contractor shall use City's Internet web based Workforce Program Reporting System provided by· City and protocols Included In that software during the term of this Contract. Contractor shall maintain user appllcatlons to City's provided system for all applicable personnel and shall require subcontractors to maintain appflcstlons.
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 17..ni�n:n
ATTACHMENT B
OocuSlgn Envelope ID: 4A025638-AE6A-49Ff.9947-81083DE1BBDO
CONTRACTOR
I hereby certify that I have the authority to execute
this document on behalf of CONTRACTOR.
c�-�.,.
Graybar Electric company, Inc.
B.��c
T' e: &M4AF80Fi.«J41CSVP' Sa 1 es
Date: 11/30/2017
Title: --•N�NIIMAl•Silll•Hi-r ... o,._f ... 12rKOMiiiQwWr:eMHilJ11fill8N-R11-t •l••�R,f'lliiGe ... 1---- Date: ___ . _Q-..,_,../,;z __ • .... L ......>,;r.,._ __ , q. ________ _ -, I
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12-05-16)
Page20of20
ATTACHMENT B
DocuSign Envelope ID: 4EA9381F-36FD-451F-A419-7A512A984873 AMENDMENT NO. 1 to STANDARD CITY CONTRACT
MASTER CONTRACT FOR PRODUCTS AND SERVICES - THE CITY OF KANSAS CITY, MISSOURI CONTRACT NO.: EV2370.1
TITLE/DESCRIPTION: Electrical. Lighting. Data Communications and Security Products and Related Products. Services and Solutions
THIS Amendment No. 1 to Contract is between KANSAS CITY, MISSOURI, a constitutionally chartered municipal corporation ("CITY"), and GRAYBAR ELECTRIC COMPANY, INC. ("CONTRACTOR") WHEREAS, the City and the Contractor are parties to that certain Master Contract for Products and Services (No, EV2370), dated February 1, 2018 (the "Original Agreement"), pursuant to which Contractor agreed to sell, and the City agreed to buy, certain products and services on the terms and conditions set forth therein; WHEREAS, the parties mutually believe it is equitable, desirable and appropriate to amend the Original Agreement to more clearly address expected increases in Contractor's costs that were not anticpated and are and will not be reflected in the scheduled product price set forth in the Original Agreement; and WHEREAS, the parties mutually desire to amend the Agreement upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants and promises contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. A new Section 38A is hereby inserted in the Original Agreement, as follows:
Sec. 38A. Other Charges. The contract price for Products shall be increased by the amount of any applicable tariff, excise, fee, assessment, levy, charge or duty of any kind whatsoever, imposed assessed or collected by any governmental body, whether or not reflected in the Product price charged to CONTRACTOR, and CONTRACTOR may increase its cost for Products appropriately to take into account such increases in CONTRACTOR'S Product costs.
2. Except as amended hereby, the Original Agreement and all of its terms shall remain in full force and effect.
AMENDMENT NO 1. TO MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 1 of 2
ATTACHMENT B
DocuSign Envelope ID: 4EA9381F-36FD-451F-A419-7A512A984B73
CONTRACTOR
I hereby certify that I have the authority to execute
this document on behalf of CONTRACTOR.
Contractor: Graybar
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APPROVED AS TO FORM
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AMENDMENT NO 1. TO MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 2 of 2
ATTACHMENT B
Doc.usign Envelope ID: C23A9B56-6BFA-4044-9C35-427303FB6504 AMENDMENT NO. 2
CONTRACT EV2370 ELECTRICAL, LIGHTING, DATA
COMMUNICATIONS AND SECURITY PRODUCTS AND RELATED
PRODUCTS, SERVICES AND SOLUTIONS
GENERAL SERVICES DEPARTMENT
This amendment is between KANSAS CITY, MISSOURI, a constitutionally chartered municipal corporation (City), and Graybar Electric Company INC. (Contractor). The parties amend the Contract entered into on February 1, 2018, as follows:
Sec 2. Term of Contract and Additional Periods
A. Initial Term. The initial term of this Contract shall begin on February 1, 2018, and shall end on January 31, 2029. The Manager of Procurement Services is authorized to enter into an amendment of this contract with the CONTRACTOR to extend the term of this contract and time of performance for this contract.
B. Transition Term. Notwithstanding the expiration of the initial term or any subsequent term or all options to renew, CONTRACTOR and CITY shall continue performance under this Contract until the CITY has a new contract in place with either CONTRACTOR or another provider or until the CITY terminates the Contract.
C. City funding for this contract is annually appropriated per each department's budget on May 1st of each year. CITY shall not have any financial obligations to Contractor under this amendment until the CITY issues a Purchase Order to Contractor.
Contractor shall not provide any services in excess of the dollar amount contained in any Purchase Order and Contractor shall not be entitled to any payment in excess of the dollar amount of the Purchase Orders from CITY.
Sec. 3. Sections not Amended. All other sections of the Contract shall remain in full force and effect.
Sec. 4. Effectiveness; Date. This amendment will become effective when all the parties have signed it. The date this amendment is signed by the last party to sign it will be deemed the date of this amendment.
Each party is signing this amendment on the date stated opposite that party's signature.
ATTACHMENT B
Docusign Envelope ID: C23A9856-6BFA-4044-9C35-427303FB6504 Date: 9/5/2024
9/5/2024 Date: -------------
Approved as to form:
9/5/2024
CONTRACTOR
I hereby certify that I have authority to execute this
document on behalf of Contractor
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Title: VP strategic Accounts
KANSAS CITY, MISSOURI
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Title:
Procurement Manager
ATTACHMENT B
(Rev. 8.25.2025)
EXHIBIT 8
INSURANCE REQUIREMENTS
NOT REQUIRED FOR GOODS
ATTACHMENT B
)
(Rev. 8.25.2025)
EXHIBIT C
CONTRACTOR'S QUOTE
ATTACHMENT B
Date: J AN. 20, 2026 Quote: SACAQUOTES25-18922-1 Quote
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Project Weston Ranch Solar (L TG)
Graybar Electric
1211 Fee Drive
Sacramento CA 95815
Phone: (916) 561-1900
From: Chris Cavazos
Quoter Ph:
Location Stockton CA
Quote SACA QUOTES25-18922-1 Email: [email protected] To: City of Stockton Corp Yard
1465 S Lincoln St
Stockton, CA 95206
For
Bid Date J an. 20, 2026
Expires Feb. 28, 2026
Attn: Thinh Phan ([email protected])
Remarks:
GRAYBAR IS PLEASED TO QUOTE THE FOLLOWING MATERIAL. SUBJECT TO REQUOTE AS MANUFACTURERS IMPLEMENT ADDITIONAL FOREIGN TARIFFS.
QTY Type MFG Part Price UQ ExtPrice
133
133
133
Note
Notes:
QUOTING PER BELOW BOM ONLY; SUBJECT TO
APPROVAL. ANY DEVIATIONS FROM THIS BOM WILL
REQUIRE A REQUOTE. THE BELOW BOM IS PRICED
TO BE DIRECT SHIPPED FROM FACTORY TO JOB
SITE ONLY; IF OTHER SERVICES ARE NEEDED; A
SEPARATE QUOTE WILL BE PROVIDED AT THAT
TIME.
MISC RSL-PTM-CC-ST-T2-NW-**
Line Note: RSL-Yoke-Custom-Standard-Type 2-4000K
MISC
MISC
MISC
MISC
TENON ADAPTOR
SETUP - CUSTOM COLOR "STOCKTON GREEN"
ESTIMATED SALES TAX
SHIPPING
LEAD TIME JS EST. 10-12 WEEKS.
Total:
$3,216.00
$56.00
$18.00
$39,381.30
$16,550.00
$427,728.00
$7,448.00
$2,394.00
$39,381.30
$16,550.00
$493,501.30
NOTE: THIS PROPOSAL DOES NOT ADDRESS ANY TITLE 24 REQUIREMENTS THAT ARE NOT SPECIFICA LLY SHOWN ON THE PLANS. GENERIC COMMENTS EMBEDDED IN THE PLANS & SPECIFICATIONS REGARDING THE NECESSITY OF THE PROJECT TO MEET TITLE 24 REQUIREMENTS WILL NOT BE ADDRESSED UNTIL THE
DESIGN OF THE PROJECT SPECIFICALLY DETAILS HOW THOSE REQUIREMENTS ARE GOING TO BE MET ON THIS PROJECT.
NOTE: UNLESS OTHERWISE NOTED; ALL COLOR SELECTIONS ARE BASED ON MANUFACTURER'S STANDARD PAINTED FINISH.
NOTE: FREIGHT IS NOT INCLUDED. CONTRACTOR RESPONSIBLE FOR FREIGHT.
Chris Cavazos Page 1/3
ATTACHMENT B
Quote: SAGA QUOTES25-18922-1 Quote
Q
Project Weston Ranch Solar (L TG)
Location Stockton CA
Quote SAGA QUOTES25-18922-1
Graybar Electric
1211 Fee Drive
Sacramento CA 95815
Phone: (916) 561-1900
From: Chris Cavazos
Quoter Ph:
Email: [email protected]
NOTE: ANY DEVIATIONS ON THE ABOVE QUOTE WILL BE SUBJECT TO A REQUOTE.
NOTE: SUBJECT TO APPROVAL.
NOTE: SPARE PARTS NOT INCLUDED UNLESS OTHERWISE NOTED.
NOTE: THERE IS A GLOBAL SUPPLY CHAIN SHORTAGE ON MULTIPLE COMPONENTS IMPACTING THE ELECTRICAL INDUSTRY. ALL LEAD-TIMES ARE SUBJECT TO CHANGE. PLEASE PLAN ACCORDINGLY AND RELEASE ORDERS EARLY IF POSSIBLE.
Terms and conditions of sale:
****Quote is only good for just a single release of all material from a single manufacturer.*** )
***Schneider Electric reserves the right to amend, withdraw or otherwise alter their material and lead-time quoted without penalty or charge as a result of any event beyond its control arising from or due to the current Covid-19 epidemic or events subsequent to this epidemic / pandemic including changes in laws, regulations, by laws or direction from a competent authority. EXCUSABLE DELAY Purchaser acknowledges that products sold hereunder and/or parts thereof may be produced in, or otherwise sourced from, or will be installed in areas already affected by, or that may be affected in the future by, the prevailing COVID-19 epidemics/pandemic and that the situation may trigger stoppage, hindrance or delays in the capacity of Schneider Electric (or its subcontractors) to produce, deliver, install or service the products, irrespective of whether such stoppage, hindrance or delays are due to measures imposed by authorities or deliberately implemented by Schneider Electric (or its subcontractors) as preventive or curative measures to avoid harmful contamination exposure of the employees of Schneider Electric (or its subcontractors). Purchaser therefore recognizes that such circumstances shall be considered as a cause for excusable delay not exposing Schneider Electric to contractual sanctions including without limitation any delay penalties, liquidated or other damages or termination for default.*** ***DELAY IN DELIVERY - Graybar is not to be accountable for delays in delivery occasioned by acts of God,.failure of its suppliers to ship or deliver on time, or other circumstances beyond Graybar's resasonable control, including, but not limited to sourcing, shipment or delivery issues caused by, related to, or resulting from COVID-19 or other similar nationa.1 or global health situations. Factory shipment or delivery dates are the best estimates of our suppliers, and in no case shall Graybar be liable for any consequential or special damages from any delay in shipment or delivery. ***
NO SPARES ARE INCLUDED UNLESS NOTED ABOVE.
THE BID IS QUOTED ( AS SPECIFIED OR APPROVED EQUAL )
NO LAMPS, FUSES ETC, TAX, AND / OR ACCESSORIES ARE INCLUDED UNLESS OTHERWISE NOTED.
APPROXIMATE LEAD TIMES AND SHIPPING POINTS AVAILABLE UPON REQUEST.
THIS QUOTE MAY QUALIFY FOR GRAYBAR LEASING PROGRAM PLEASE CONTACT 800-241-7408.
QUOTE IS BASED STRICTLY ON INFORMATION SUPPLIED BY YOU AT BID TIME.
QUOTE IS LIMITED TO THE ABOVE AND/OR ATTACHED BILL OF MATERIAL.
SALES TAX IS NOT INCLUDED.
S.P. - Shipping Point
DEST - Destination
S.P.F.A. - Shipping Point Freight Allowed
S.P.P.P.D. - Shipping Point Prepaid and Bill the Freight Graybar follows a thorough approval process for all suppliers in an effort to help our customers make the best purchasing decision.
Chris Cavazos Page 2/3
ATTACHMENT B
Quote: SAGA QUOTES25-18922-1 Quote
Project Weston Ranch Solar (L TG)
Graybar Electric
1211 Fee Drive
Sacramento CA 95815
Phone: (916) 561-1900
From: Chris Cavazos
Quoter Ph:
Location Stockton CA
Quote SAGA QUOTES25-18922-1
Email: [email protected]
There are occasions where the approval process requires more time than the quotation process. Additionally, this process sometimes
produces issues which may cause our original quotation to be altered or even cancelled due to circumstances beyond our control.
Consequently, we are making this quotation to you in the interest of time, but reserve the right to make changes to our quotation as a
result of the approval process.
Graybar Standard Terms and Conditions of Sale apply unless other terms have be�n agreed to by Graybar and Customer in writing. See www.graybar.com for the Graybar Standard Terms and Conditions of Sale.
Chris Cavazos Page 3/3
ATTACHMENT B