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9.c Discussion on agreement with GrayBar electric for LED lighting improvementsSC DILA Staff Report Date of Meeting: January 16, 2018 To: City Council From: Neil Soltis, Administrator Re: Agreement with Graybar Electric for LED lighting improvements at the Community Building Background: The 2018 — 2022 Capital Improvement Plans and the 2018 Capital Improvement Fund budget appropriate funds for the conversion of the fluorescent lighting at the Community Building to LED. A quote for the work, including installation, was obtained through a U.S. Communities contract that was awarded to Graybar Electric after public bid by Los Angeles County. Purchasing through a publicly bid purchasing agreement is consistent with the City's purchasing policy that allows for purchasing through such agreements without further competitive bidding. A copy of the contract with Graybar indicating the discounts off of catalog pricing is provided as an attachment. The conversion project is consistent with the City's designation as a GreenStep City and the Council resolution to take actions to work at its own pace to implement GreeStep practices that will result in energy savings. Issue: Should the City approve the proposal from Graybar Electric. Fiscal Impact: The 2018 budget for the Capital Improvement Fund provides $33,000 for this project and also includes $3,500 in revenue which represents the annual savings. The 2018 General Fund budget for the Community Building includes a $3,500 transfer to the Capital Improvement Fund. Graybar has worked with Xcel Energy on incentive for the project and the incentives provided by Xcel will reduce the cost of the project to $28,216.21. In repaying the Capital Improvement Fund with the energy savings, 2017 will be used as a based year and an amount equal to any reduction in the energy cost will be transferred from the General Fund to the Capital Improvement Fund. This project is being proposed early in the year in order to maximize the savings for 2018. Options: 1. Approve the agreement with Graybar Electric 2. Request that the project be publicly bid 3. Defer action on the project. Recommendation: Option 1 D&G Electric, Inc. 6491 381st St North Branch, MN 55056 Phone # 651-674-6145 Fax # 320-358-0146 E-mail dave@dandgelec.com Name / Address Scandia Community Center 14727 209St N Scandia MN 55073 Estimate Date 1/10/2018 Estimate # 1612 Project Qty Description Cost Total Retrofiting Existing lights / Adding New Fixtures Community Room retrofit 60 - 4 lamp 4'T8 with 60 - Led 4'T8 retrofit 16 - can / track heads with 16 - Led 1OBR30 Heritage Room: retrofit 7 - 4 lamp 4'T8 with 7 - Led 4'T8 Heritage Room- Bathroom Entryway retrofit 3 - 18W Biax with 3 - LRXR6 Heritage Room- Women's Bathroom retrofit 2 - 2 lamp 4'T8 with 2 - Led 2 lamp 4'T8 retrofit 1 - 4 lamp 4'T8 with 1 - Led 4 lamp 4'T8 Heritage Room- Men's Bathroom retrofit 1 - 4 lamp 4'T8 with 1 - Led 3 lamp 4'T8 Kitchen - New retrofit 15 - 4 lamp 4'T8 with 15- Led 4 lamp 4'T8 Kitchen - Old retrofit 4 - 2 lamp 4'T8 with 4- Led 2 lamp 4'T8 Vestibule retrofit 1 - 4 lamp 4'T8 with 1- Led 3 lamp 4'T8 Men's restroom retrofit 2 - 2 lamp 4'T8 with 2- Led 2 lamp 4'T8 Women's restroom retrofit 2 - 2 lamp 4'T8 with 2- Led 2 lamp 4'T8 Neil's Office Replace 6 -4 lamp 4'T8 with 4 - Led 4 lamp 4'T8 33,285.00 33,285.00 Total: Page 1 D&G Electric, Inc. 6491 381st St North Branch, MN 55056 Phone # 651-674-6145 Fax # 320-358-0146 E-mail dave@dandgelec.com Name / Address Scandia Community Center 14727 209St N Scandia MN 55073 Qty Description Board room Replace 18 -4 lamp 4'T8 with 12 - Led 2BLT$ 30L Office Replace 12 -4 lamp 4'T8 with 8 - Led 2BLT$ 30L Exterior Lights 8 - led pole light Heads 3 - led building mounted led (Led 3 50K) 7 - led building mounted led (Led 2 50K) Estimate Date 1/10/2018 Estimate # 1612 Project Cost Total Page 2 Total: $33,285.00 XCe/Energy® One-Stop Efficiency Shop® RESPONSIBLE BY NATURE® Building Energy Efficiency Program Lighting System Analysis Cost Saving Recommendations Customer Report January 10, 2018 Property Address: City of Scandia 14727 209th St N Scandia, MN 55073-8503 Prepared for: Neil Soltis City of Scandia 14727 209th St N Scandia, MN 55073-8503 Ph: (651) 433-2274 Cell: (651) 245-2654 Prepared by Lighting Specialist: cee • Mark Rader Mobile: (612) 518-3245 Center for Energy and Environment Phone: 212 3rd Avenue North, Suite 560 Fax: (612) 335-5888 www.mncee.org Minneapolis, MN 55401 E-mail: mrader@mncee.org Page 1 of 8 Customer Report 01/10/2018 01:31 PM Program ID# 00073696 Program Coordinator: - Audits Kristen Funk Phone: 612-335-3487 - Financing Center for Energy and Environment Fax: 612-335-5888 - Contractors 212 3rd Avenue North, Suite 560 E-mail: kfunk@mncee.org - Rebates Minneapolis, Minnesota 55401 Page 1 of 8 Customer Report 01/10/2018 01:31 PM Program ID# 00073696 jo Xce/Energys RESPONSIBLE BY NATURE® One -Stop Efficiency Shop® Summary of Recommended Lighting Upgrades Estimated Lighting Upgrades Estimated Costs Annual Savings Payback Total Installed Cost Before rebate $33,285.00 Utility ' • $5,068.79 Your Final Cost after rebate $28,216.21 $3,240.21(a) 8.7 years E* Rebate equals 15% of installed cost. (Including special orders) *Job must be completed and invoices submitted within 90 days or by 111312018, whichever comes first. One -Stop reserves the right to withdraw this rebate offer after expiration. You may request an extension, which includes re -verification of eligibility, kW/kWh savings, installation costs, estimated rebate, and program rules by One -Stop. CEE Financing Option Estimated monthly savings $270.02(a) Monthly loan payments at 3.9% for 60 month term $527.41(b) 9.8 years (b) Estimate based on a loan amount of $28,498.37, including a $282.16 loan processing fee. Mortgage, (Including Loan Financing flood and title fees may apply. The loan term has a maximum of 5 years, with monthly payments not less Charges) than the estimated monthly savings. Final terms and conditions set by lender upon loan approval. Utility Cost Analysis Demand (KW) Energy (KWh) Annual Cost CO2 (lbs)* Existing Lights 19.545 36,282 $4,489.62 61,680 New Lights 5.618 8,742 $1,249.41 14,862 Estimated Savings 13.927 27,540 $3,240.21(a) 46,818 * How do CO2 emissions affect me and my business? 4 Rising concentrations of greenhouse gasses (GHG) produce an increase in the average surface temperature of the Earth overtime. Rising temperatures produce changes in precipitation patterns, storm severity, and sea level commonly referred to as "climate change." ¶ Carbon dioxide (CO2), methane, nitrous oxide and four groups of fluorinated gases (sulfur hexafluoride, HFCs, PFCs and CFCs) are the major GHG. In the U.S., GHG emissions come primarily from the combustion of fossil fuels in energy use. CO2 emissions from coal-fired electricity generation comprise nearly 80 percent of the total CO2 emissions produced by the generation of electricity in the U.S. ¶ Installing energy-efficient lighting and implementing other conservation measures that reduce electric energy use significantly reduces GHG emmissions and mitigates global climate change. Read more at: www.eia.doe.gov or www.epa.gov (a) Savings estimates are based on standard engineering calculations and are NOT guaranteed. Your actual savings may be higher or lower depending on various factors, including how you operate your lights and other electric equipment in your building. Electric Utility Rates = $0.0620/KWh and $13.11/KW, where Demand cost savings occurs primarily during the summer months peak rate hours of 9am to 9pm. (12 [-24,-24 ] [0] [00,00] [00] [True] [9.740KW] ) Page 2 of 8 Customer Report (01 /] 0/2018 01:31 PM) City of Scandia Program ID# Xcel Acct# 14727 209th St N 00073696 1 302413054-7 Scandia, MN 55073-8503 �& XcelEnergym RESPONSIBLE BY NATURE® One -Stop Efficiency Shop® Recommended Lighting Projects Area A: Community Room Schedule Name $7,715.55 Estimated 0 Recommended Lighting System Upgrades & Hours/year Installed Cost Annual Select Qty Watts EXISTING Luminaire of Operation (Without Rebate) Savings Project: #6 Area A: Community Room Area B: Heritage Room 10 Hrs/Week $7,715.55 $910.41 0 Project: #1 521 hrs/yr Incl Special Order Qty Watts EXISTING Luminaire 521 hrs/yr Incl Special Order 2 30 LED 015W Linear-T8-w/Ballast-4' 2L w/ new ballast Project: #6 Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 60 110 T8 4' 32 E4 -4L -Exist 60 30 LED 015W Linear-T8-w/Ballast-4' 2L w/ new ballast and Socket Bar Kit to 2L Project: #2 10 Hrs/Week $507.61 $24.28 Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 521 hrs/yr 1 60 LED 015W Linear-T8-w/Ballast-4' 4L w/ new ballast Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 16 18 CFL -S Reflector 018W 1L 16 10 LED 01 OW BR 1 L Area B: Heritage Room Area C: Heritage Room -Bathroom Entryway 10 Hrs/Week $1,208.37 $86.30 0 Project: #3 521 hrs/yr Incl Special Order Qty Watts EXISTING Luminaire 521 hrs/yr Incl Special Order 2 30 LED 015W Linear-T8-w/Ballast-4' 2L w/ new ballast Project: #6 Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 7 110 T8 4' 32 E4 -4L -Exist 7 45 LED 015W Linear-T8-w/Ballast-4' 3L w/ new ballast and socket bar Area C: Heritage Room -Bathroom Entryway Area D: Heritage Room -Women's RR Project: #5 10 Hrs/Week $322.06 $5.12 0 Project: #4 521 hrs/yr Incl Special Order Qty Watts EXISTING Luminaire 521 hrs/yr 2 58 T8 4' 32 E2 -2L -Exist 2 30 LED 015W Linear-T8-w/Ballast-4' 2L w/ new ballast Project: #6 Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 3 19 CFL Q 18E1 1L 3 10 LED 01OW Retrofit 1L -Can Kit Area D: Heritage Room -Women's RR Project: #5 10 Hrs/Week $198.51 $10.62 0 521 hrs/yr Incl Special Order Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 2 58 T8 4' 32 E2 -2L -Exist 2 30 LED 015W Linear-T8-w/Ballast-4' 2L w/ new ballast Project: #6 10 Hrs/Week $141.56 $9.48 0 521 hrs/yr Incl Special Order Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 1 110 T8 4' 32 E4 -4L -Exist 1 60 LED 015W Linear-T8-w/Ballast-4' 4L w/ new ballast Area E: Heritage Room -Men's RR Project: #7 10 Hrs/Week $172.63 $12.32 0 521 hrs/yr Incl Special Order Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 1 110 T8 4' 32 E4 -4L -Exist 1 45 LED 015W Linear-T8-w/Ballast-4' 3L w/ new ballast and socket bar Area F: Kitchen (New) Project: #8 10 Hrs/Week $2,123.42 $142.26 0 521 hrs/yr Incl Special Order Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 15 110 T8 4' 32 E4 -4L -Exist 15 60 LED 015W Linear-T8-w/Ballast-4' 4L w/ new ballast Page 3 of 8 Customer Report (01/10/2018 01:31 PM) City of Scandia Program ID# Xcel Acct# 14727 209th St N 00073696 302413054 Scandia, MN 55073-8503 �& XcelEnergym RESPONSIBLE BY NATURE® One -Stop Efficiency Shop® Recommended Lighting Projects Area G: Kitchen (Old) Project: #9 Schedule Name $397.02 Estimated 0 Recommended Lighting System Upgrades & Hours/year Installed Cost Annual Select Qty Watts EXISTING Luminaire of Operation (Without Rebate) Savings Area G: Kitchen (Old) Project: #9 10 Hrs/Week $397.02 $21.24 0 Project: #10 521 hrs/yr Incl Special Order Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 4 58 T8 4' 32 E2 -2L -Exist 4 30 LED 015W Linear-T8-w/Ballast-4' 2L w/ new ballast Area H: Vestibule Area I: Men's and Women's RR Project: #11 60 Hrs/Week $172.63 $22.83 0 Project: #10 3,128 hrs/yr Incl Special Order Qty Watts EXISTING Luminaire 3,128 hrs/yr Incl Special Order 4 30 LED 015W Linear-T8-w/Ballast-4' 2L w/ new ballast Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 1 110 T8 4' 32 E4 -4L -Exist 1 45 LED 015W Linear-T8-w/Ballast-4' 3L w/ new ballast and socket bar Area I: Men's and Women's RR Project: #11 60 Hrs/Week $397.02 $39.34 0 3,128 hrs/yr Incl Special Order Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 4 58 T8 4' 32 E2 -2L -Exist 4 30 LED 015W Linear-T8-w/Ballast-4' 2L w/ new ballast Area J: Neil's Office Project: #12 41 Hrs/Week $580.65 $121.77 0 2,138 hrs/yr Incl Special Order Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 4 110 T8 4' 32 E4 -4L -Exist 4 60 LED 015W Linear-T8-w/Ballast-4' 4L w/ new ballast 2 110 T8 4' 32 E4 -4L -Exist -REMOVE Area K: Board Room Project: #13 12 Hrs/Week $4,621.59 $317.82 0 626 hrs/yr Incl Special Order Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 12 110 T8 4' 32 E4 -4L -Exist 12 30 LED 030W 1 L-NewFix-2x4 6 110 T8 4' 32 E4 -4L -Exist -REMOVE Area L: Office Project: #14 60 Hrs/Week $3,108.16 $379.41 0 3,128 hrs/yr Incl Special Order Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 8 110 T8 4' 32 E4 -4L -Exist 8 30 LED 030W 1 L-NewFix-2x4 4 110 T8 4' 32 E4 -4L -Exist -REMOVE Area M: Exterior Pole Lights Project: #15 Exterior$7,901.60 $451.87 0 4,380 hrs/yr (Night -Only) Incl Special Order Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 8 295 MH 250W STD1 1 L 8 87 LED Area Light 87W Page 4 of 8 Customer Report (01/10/2018 01:31 PM) City of Scandia Program ID# Xcel Acct# 14727 209th St N 00073696 302413054 Scandia, MN 55073-8503 �& XcelEnergym RESPONSIBLE BY NATURE® One -Stop Efficiency Shop® Recommended Lighting Projects Area N: Exterior Building Mounted Lights Project: #16 Schedule Name $2,462.67 Estimated 21 Recommended Lighting System Upgrades & Hours/year Installed Cost Annual Select Qty Watts EXISTING Luminaire of Operation (Without Rebate) Savings Project: #17 Area N: Exterior Building Mounted Lights Project: #16 Exterior $2,462.67 $484.73 21 4,380 hrs/yr (Night -Only) Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 7 295 MH 250W STD1 1L 7 40 LED 40W 1L New Wall Pack Fixture Project: #17 Exterior $1,253.95 $200.41 0 4,380 hrs/yr (Night -Only) Incl Special Order Qty Watts EXISTING Luminaire Qty Watts NEW Luminaire 3 295 MH 250W STD1 1L 3 49 LED 49W 1L New Wall Pack Fixture Totals (Including special orders) $33,285.00 $3,240.21 Page 5 of 8 Customer Report (01/10/2018 01:31 PM) City of Scandia Program ID# Xcel Acct# 14727 209th St N 00073696 302413054 Scandia, MN 55073-8503 joXce/ Energy® One -Stop Efficiency Shop® RESPONSIBLE BY NATURE® Customer Participation Agreement I, the undersigned, agree that to the best of my knowledge the lighting schedule below accurately describes how the lights are operated at the facility listed in this document. I understand that the energy or cost savings reflected in this analysis are estimates, and that Center for Energy and Environment (CEE) and Xcel Energy do not guarantee that a specific level of energy or cost savings will result from the implementation of energy conservation measures or the use of products funded under this program. I also give CEE permission to submit, on my behalf, all Xcel Energy rebate and financing forms required for the One -Stop Efficiency Shop® program. I understand that all electrical code violations that are found during the lighting system inspection or during installation must be brought up to code at the customer's expense. Costs for correcting code violations are NOT included in the installation costs quoted in this document. I understand that my lighting contractor must contact the auditor in order to participate in the One -Stop Program, and that I WILL NOT BE ELIGIBLE FOR THE REBATE UNLESS MY CONTRACTOR CONTACTS THE AUDITOR. (One -Stop Auditor: Mark Rader, Cell Ph. (612) 518-3245) By signing below I certify that I have read, understand and will comply with the attached One -Stop Efficiency Shop® RULES and REQUIREMENTS, and that I can not apply for other rebates offered by Xcel Energy or any other energy -efficiency program towards lamps or lighting work covered by this agreement. Select One ❑ Financed ❑ Cash Lighting Schedules Signature Neil Soltis Date Customer Cost: $28,216.21 (Including special orders) Your lighting savings are based on the following average hours of operation Lighting Schedule Name Mon Tues Wed Thur Fri Sat Sun 10 Hrs/Week 2.0 hrs 2.0 hrs 2.0 hrs 2.0 hrs 2.0 hrs 521 hrs/yr 12 Hrs/Week 2.0 hrs 2.0 hrs 2.0 hrs 2.0 hrs 2.0 hrs 2.0 hrs 626 hrs/yr 41 Hrs/Week 8.0 hrs 8.0 hrs 8.0 hrs 8.0 hrs 9.0 hrs 2,138 hrs/yr 60 Hrs/Week 12.0 hrs 12.0 hrs 12.0 hrs 12.0 hrs 12.0 hrs 3,128 hrs/yr Exterior 12.0 hrs 12.0 hrs 12.0 hrs 12.0 hrs 12.0 hrs 12.0 hrs 12.0 hrs 4,380 hrs/yr Page 6 of 8 Customer Report (01 /] 0/2018 01:31 PM) City of Scandia Program ID# Xcel Acct# 14727 209th St N 00073696 302413054-7 Scandia, MN 55073-8503 The One -Stop Efficiency Shop®® lighting efficiency program (One -Stop Efficiency Shop®), administered by Center for Energy and Environment ("CEE") and funded through Xcel Energy, offers cash rebates to eligible small business customers ("Participant") who purchase and install qualifying energy-efficient lighting products in existing buildings. The intent of the One -Stop Efficiency Shop® operating as a Minnesota Conservation Improvement Program (CIP), is to incentivize Xcel Energy's customers to install energy efficient equipment earlier than they would have otherwise by defraying a portion of the cost of the retrofit. To ensure that the program operates as intended, the Participant must have a financial stake in the transaction and the Participant's Project Cost must be greater than zero to receive a One -Stop Efficiency Shop® rebate. Participant Qualifications One -Stop Efficiency Shop® rebates apply only to qualified Xcel Energy customers with a valid commercial electric account in Xcel Energy's Minnesota service territory that meet One -Stop Efficiency Shop® eligibility requirements. The Vendor or Participant must verify with a CEE consultant that an Xcel Energy account is eligible for One -Stop Efficiency Shop® rebates before committing to, purchasing equipment for or implementing a project. To determine if a business qualifies for the One -Stop Efficiency Shop® please contact CEE at (612) 244-2427. Eligibility Requirements 12. Vendors are responsible for reviewing, signing and returning the 1. Rebate items must be installed at the Xcel Energy electric account Contractor Report to CEE before materials are ordered. By signing the listed on the application. Contractor Report, the Vendor represents and warrants that the 2. All equipment must be new. Used or rebuilt equipment is not eligible transaction complies with these Rules and Requirements and that the for a rebate. project specifications in the Contractor Report are accurate, acceptable 3. All removed lighting equipment (lamps, ballasts and fixtures) must be and will be installed as specified. properly recycled, and cannot be sold or reused at another location. 13. Any inaccuracies concerning project specifications must be reported Documentation may be required to ensure compliance with proper immediately to a CEE consultant so they can be addressed, the rebate disposal of equipment. recalculated if necessary and a revised report issued to the Vendor and 4. Energy-efficient equipment must result in an electric load reduction. the Participant. 5. Xcel Energy and CEE recommend Illuminating Engineering Society 14. Vendor must contact a CEE consultant whenever there are changes (IES) light levels. Participant is responsible for approval of final light to the project so that equipment eligibility can be confirmed and the levels. rebate value can be re -calculated if necessary. 6. Rebates are offered for interior lighting, exterior canopy lighting, soffil 15. CEE will not be responsible for changes in the rebate value if the fixtures, wall pack fixtures, parking garage and parking lot lighting. Vendor does not sign and return the Contractor Report, and report: Rebates will not be issued for street lighting. Most screw-in compact inaccuracies in the Contractor Report; changes in the equipment to be fluorescent lamps (CFLs) are not eligible for rebates. installed; or changes in the project during construction. 7. Lamps or other equipment that have already been rebated through any Rebate Calculations other Xcel Energy rebate programs are ineligible for a rebate under the 16. Rebate values are based on CEE's calculation of electric demand One -Stop Efficiency Shop®. This includes upstream programs that (KW) and energy (kWh) savings. Hours used for calculation of the provide incentives to manufacturers, distributors and retailers to sell kWh savings must be an accurate representation of the Participant's products at a discounted price. operating schedule. 8. CEE reserves the right to disallow a rebate if it determines, in its sole 17. Electric demand and energy savings are calculated using lighting judgment, that the lighting technology is inappropriately applied or light efficiency baselines established by the Energy Independence and levels are inadequate. Contact your CEE consultant to determine Security Act (EISA). EISA standards apply to most T12 and qualification of custom or specialty lighting projects. incandescent lighting technologies today, and will apply to other 9. Equipment must be purchased, properly installed and fully operating technologies as efficiency requirements continue to be phased in. prior to submitting an application for a rebate. 18. If an Xcel Energy lighting rebate was previously assigned to this Vendor Responsibilities account and the rebated lighting was subsequently converted to a less efficient lighting system, a One -Stop consultant must review the 10. The "Vendor' is any person or company that is consulting on the situation to determine the correct baseline energy use for calculating the project, selling the project to the participant, completing the work and/or rebate. supplying the materials. Vendor is an independent contractor and not an 19. Rebates are based on the energy use of the equipment actually agent or representative of Xcel Energy or CEE, has no authority to bind installed at the site and the Participant's Project Cost. Rebates will be Xcel Energy or CEE, and is solely responsible for sub -contractors the recalculated if the final equipment and Participant's Project Cost is Vendor hires to do some or all of the work and/or supply materials. different than originally approved by CEE. 11. The Vendor must clearly communicate to the Participant the purpose 20. Rebates cannot exceed 60 percent of the Participant's Project Cost, and requirements of the One -Stop Efficiency Shop®, including eligibility unless otherwise specified by the One -Stop Efficiency Shop®. The requirements for lighting rebates. The Vendor must involve the CEE minimum rebate paid is $5.00. consultant in communications with the Participant, and must keep the 21. "Participant's Project Cost" means the Participant's financial CEE consultant fully informed regarding all details of the transaction. obligation for the lighting retrofit based on the total project cost less any and all Deductions, regardless of when these Deductions are received. Page 7 of 8 Customer Report 01/10/2018 01:31 PM Program ID# 00073696 22. "Deductions" means anything of value received by the Participant that reduces the Participant's actual out-of-pocket cost for the lighting retrofit including, but not limited to: labor or material donations; monetary donations; labor or material cost deductions; grants; awards, rebates; or any other assistance of monetary value provided, directly or indirectly, by the Vendor, its agents or representatives to reduce the Participant's actual financial obligation for the lighting project. 23. The following types of financial transactions are not allowed as methods of payment by the Participant for the lighting project: barter, in- kind donations and performance contracting. 24. All Deductions must be separately itemized on the final invoice submitted to CEE. The Participant's Project Cost must be greater than zero to receive a One -Stop Efficiency Shop® rebate. Invoice 25. The Vendor must submit an accurate, complete and transparent final invoice for the completed lighting retrofit. All parties involved in the project, including the Participant and CEE, must have a clear understanding of the scope of work and associated project costs, including any Deductions that have been applied. 26. Invoice(s) submitted must include: (1) itemized quantity, manufacturer's make and model numbers for each material item, (2) a lump sum amount for both material and labor, and (3) grand total project cost. In some cases, original equipment manufacturer (OEM) specification sheets may be requested for verification or clarification. 27. The Vendor must provide the Participant an invoice that reflects the same financial information that is submitted to CEE, including any Deductions that have been applied. Verification 28. CEE reserves the right to inspect Participant's facility(ies) for installation of materials listed on this rebate application and will need access to survey the installed project. Participant must keep a sample of any and all types of equipment removed for a period of three (3) months after receiving a rebate from Xcel Energy. If the inspection determines that Participant did not comply with these Rules and Requirements, any rebate received by Participant must be promptly returned to Xcel Energy 29. Vendor agrees to promptly provide CEE with such additional documentation and information as may be necessary to verify compliance with these Rules and Requirements, such as copies of cancelled checks or other relevant receipts/records as proof that the Participant paid the amount reflected on the invoice. Rebates for that project will not be paid until all requested documentation and information is provided and verified. Rebate Application and Payment 30. One -Stop Efficiency Shop® rules and rebate eligibility requirements are subject to change. It is the Participant's and Vendor's responsibility to verify with CEE that estimated rebates are still valid before committing to, purchasing equipment for or implementing a project. CEE will not pay a rebate for projects where the invoice is submitted more than 12 months after the start of the project. 31. Xcel Energy and CEE are not responsible for any lost, late, stolen, ineligible, illegible, misdirected or postage -due mail. All completed rebate applications and other submissions in connection with the One - Stop Efficiency Shop® become the property of Xcel Energy and CEE and will not be returned. 32. In cases of deferred payment, CEE reserves the right to process the rebate only when full payment is received by the Vendor from the Participant. All financed and alternate payment plans must be documented with detailed, legally obligating and signed contracts. CEE reserves the right to disallow any payment plan that its staff determines is not in compliance with the program design intent and rules. 33. Rebates will not be disbursed until the project is fully installed and verified. 34. The rebate check will be sent to the Participant (i.e., Xcel Energy account holder) listed on the rebate application, unless otherwise authorized by CEE. Xcel Energy will issue rebates in the form of checks, not utility bill credits. 35. Once completed paperwork is submitted and approved, rebate Special Notices 36. Xcel Energy and CEE reserve the right to refuse payment or participation in the One -Stop Efficiency Shop® if the Participant or Vendor violates program design intent, rules and procedures. Xcel Energy and CEE are not liable for rebates promised to Participants as a result of a Vendor misrepresenting the program. 37. The One -Stop Efficiency Shop® is subject to 60 days notice of cancellation. The Participant and Vendor are responsible for checking with a CEE consultant to determine whether the program is still in effect and to verify program requirements. 38. CEE RESERVES THE RIGHT TO DISQUALIFY NON- COMPLIANT VENDORS FROM PARTICIPATION IN THE ONE-STOP EFFICIENCY SHOP®. Disclaimers Xcel Energy and CEE: 39. Do not endorse any particular vendor, manufacturer, product or system design by offering these rebates; 40. Will not be responsible for any tax liability imposed on the Participant as a result of the payment of rebates; 41. EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE WITH RESPECT TO ANY PRODUCTS, EQUIPMENT, MATERIAL OR WORKMANSHIP PROVIDED, SUPPLIED OR INSTALLED IN CONNECTION WITH THE ONE-STOP EFFICIENCY SHOP®. Warranties, if any, are between Participant and equipment manufacturer (s) and/or Vendors. 42. Are not responsible for the disposal of removed lighting equipment (lamps, ballasts and/or fixtures) replaced as a result of this program, when required for optimum lighting performance; 43. In no event shall be liable for any indirect, special, incidental, consequential or punitive damages arising out of or relating to administering the One -Stop Efficiency Shop®; 44. Do not guarantee that a specific level of energy or cost savings will result from the implementation of energy conservation measures or the use of products funded under this program. For more information, contact CEE at Phone: (612) 244-2427 Fax: (612) 335-5888. Mail To: Center for Energy and Environment 212 3rd Avenue North, Suite 560 Minneapolis, MN 55401 0 • cee CEE FACET, Program Rules # 13032E Page 8 of 8 Customer Report 01/10/2018 01:31 PM Program ID# 00073696 DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D TERM CONTRACT AWARD osy moo. + 4", R- °` `osgtio� . . � } ' + CONTRACT NO: MA -IS -1340234-14 VERSION DATE INTERNAL SERVICES DEPARTMENT x' PROCUREMENT FOLDER: 453245 .< CA!lfO0.N�P N BUYER: Karen Carrillo PHONE: 323-267-2292 EMAIL: kcarrillo(a?isd.lacounty.gov GRAYBAR ELECTRIC COMPANY VENDOR NO: 501079 1370 VALLEY VISTA DR SUITE CONTACT: JEFF PESKUSKI - KEVIN STOKER DIAMOND BAR CA 91765 PHONE: 630-640-4905 FISCAL YEAR: EFFECTIVE DATE: 04/01/13 EXPIRATION: 03/31/18 Electrical Products - US Comm -AMD 46 LINE NO. COMMODITY/SERVICE DESCRIPTION QUANTITY UOM PRICE TYPE VALUE 1 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 0.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 2 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 2.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 3 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 3.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 4 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 4.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 5 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 5.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE, SF,E CATALOG ATTACHMENT. catalog 1 DocuSigned by: �amrv� ow'Nt Jif 1-mwb. 2/14/2017 t�C///►��� u�0 COUNTY OF LOS ANGELES VMffI ATURE/DATE DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D PRICE SHEET TERM CONTRACT AWARD Page CONTRACT NO: MA -IS -1340234-14 2 LINE NO. COMMODITY/SERVICE DESCRIPTION QUANTITY UOM PRICE TYPE VALUE 6 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 6.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 7 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 7.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 8 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 7.5000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 9 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 8.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 10 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 9.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 11 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 10.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 12 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 12.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 13 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 13.0000% DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D PRICE SHEET TERM CONTRACT AWARD Page CONTRACT NO: MA -IS -1340234-14 3 LINE NO. COMMODITY/SERVICE DESCRIPTION QUANTITY UOM PRICE TYPE VALUE ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 14 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 15.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 15 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 16.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 16 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 18.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 17 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 19.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 18 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 20.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 19 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 21.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 20 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 22.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D PRICE SHEET TERM CONTRACT AWARD Page CONTRACT NO: MA -IS -1340234-14 4 LINE NO. COMMODITY/SERVICE DESCRIPTION QUANTITY UOM PRICE TYPE VALUE DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 21 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 23.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 22 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 24.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 23 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 25.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 24 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 26.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 25 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 27.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 26 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 28.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 27 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 30.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D PRICE SHEET TERM CONTRACT AWARD Page CONTRACT NO: MA -IS -1340234-14 5 LINE NO. COMMODITY/SERVICE DESCRIPTION QUANTITY UOM PRICE TYPE VALUE 28 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 31.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 29 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 32.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 30 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 33.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 31 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 34.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 32 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 35.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 33 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 36.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 34 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 37.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 35 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 38.0000% ELECTRICAL PRODUCTS AND SUPPLIES DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D PRICE SHEET TERM CONTRACT AWARD Page CONTRACT NO: MA -IS -1340234-14 6 LINE NO. COMMODITY/SERVICE DESCRIPTION QUANTITY UOM PRICE TYPE VALUE FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 36 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 39.0000% Commodity Line Expired on: 09/07/16 ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 37 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 40.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 38 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 41.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 39 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 42.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 40 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 43.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 41 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 44.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 42 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 45.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D PRICE SHEET TERM CONTRACT AWARD Page CONTRACT NO: MA -IS -1340234-14 7 LINE NO. COMMODITY/SERVICE DESCRIPTION QUANTITY UOM PRICE TYPE VALUE DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 43 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 46.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 44 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 47.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 45 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 48.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 46 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 49.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 47 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 50.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 48 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 51.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 49 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 52.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D PRICE SHEET TERM CONTRACT AWARD Page CONTRACT NO: MA -IS -1340234-14 8 LINE NO. COMMODITY/SERVICE DESCRIPTION QUANTITY UOM PRICE TYPE VALUE 50 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 53.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 51 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 54.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 52 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 55.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 53 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 56.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 54 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 57.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 55 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 58.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 56 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 59.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 57 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 60.0000% ELECTRICAL PRODUCTS AND SUPPLIES DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D PRICE SHEET TERM CONTRACT AWARD Page CONTRACT NO: MA -IS -1340234-14 9 LINE NO. COMMODITY/SERVICE DESCRIPTION QUANTITY UOM PRICE TYPE VALUE FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 58 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 61.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 59 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 62.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 60 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 63.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 61 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 64.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 62 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 65.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 63 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 66.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 64 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 67.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D PRICE SHEET TERM CONTRACT AWARD Page CONTRACT NO: MA -IS -1340234-14 10 LINE NO. COMMODITY/SERVICE DESCRIPTION QUANTITY UOM PRICE TYPE VALUE INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 65 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 68.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 66 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 70.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 67 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 71.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 68 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 72.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 69 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 73.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 70 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 74.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 71 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 75.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D PRICE SHEET TERM CONTRACT AWARD Page CONTRACT NO: MA -IS -1340234-14 11 LINE NO. COMMODITY/SERVICE DESCRIPTION QUANTITY UOM PRICE TYPE VALUE 72 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 76.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 73 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 80.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 74 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 82.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 75 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 83.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 76 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 84.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 77 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 86.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 78 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 87.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 79 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 88.0000% ELECTRICAL PRODUCTS AND SUPPLIES DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D PRICE SHEET TERM CONTRACT AWARD Page CONTRACT NO: MA -IS -1340234-14 12 LINE NO. COMMODITY/SERVICE DESCRIPTION QUANTITY UOM PRICE TYPE VALUE FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 80 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 89.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 81 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 90.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 82 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 91.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 83 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 92.0000% ELECTRICAL PRODUCTS AND SUPPLIES FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 84 COMMODITY CODE: 285-93-00-047498 0.000 COST PLUS 23.0000% ELECTRICAL PRODUCTS AND SUPPLIES - LIGHTING FOR SUPPLIERS, ELECTRICAL ITEMS AND COST PLUS INFORMATION PLEASE SEE ATTACHMENT SPREADSHEET FOR ONLY THIS LINE. catalog 85 COMMODITY CODE: 285-93-00-047498 0.000 COST PLUS 26.0000% ELECTRICAL PRODUCTS AND SUPPLIES - SERVICES (LA COUNTY RESTRICTED) FOR SUPPLIERS, ELECTRICAL ITEMS AND COST PLUS INFORMATION PLEASE SEE ATTACHMENT SERVICES SPREADSHEET FOR ONLY THIS LINE. (Service - List of Suppliers Cost Plus noto Exceed 26_Percent.xls) DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D PRICE SHEET TERM CONTRACT AWARD Page CONTRACT NO: MA -IS -1340234-14 13 LINE NO. COMMODITY/SERVICE DESCRIPTION QUANTITY UOM PRICE TYPE VALUE catalog 86 COMMODITY CODE: 285-93-00-047498 0.000 CATALOG 0.0000% ELECTRICAL PRODUCTS AND SUPPLIES - CORE ITEMS FOR SUPPLIERS, ELECTRICAL ITEMS AND DISCOUNT INFORMATION PLEASE SEE CATALOG ATTACHMENT. catalog 87 COMMODITY CODE: 285-93-00-047498 0.000 COST PLUS 18.0000% ELECTRICAL PRODUCTS AND SUPPLIES - Wire & Cable and Conduit, Channel & Fittings FOR SUPPLIERS, ELECTRICAL ITEMS AND COST PLUS INFORMATION PLEASE SEE ATTACHMENT SPREADSHEET FOR THIS LINE. catalog 88 COMMODITY CODE: 285-93-00-047498 0.000 COST PLUS 19.0000% ELECTRICAL PRODUCTS AND SUPPLIES - Wire & Cable and Conduit, Channel & Fittings FOR SUPPLIERS, ELECTRICAL ITEMS AND COST PLUS INFORMATION PLEASE SEE ATTACHMENT SPREADSHEET FOR THIS LINE. catalog 89 COMMODITY CODE: 285-93-00-047498 0.000 COST PLUS 21.0000% ELECTRICAL PRODUCTS AND SUPPLIES - Wire & Cable and Conduit, Channel & Fittings FOR SUPPLIERS, ELECTRICAL ITEMS AND COST PLUS INFORMATION PLEASE SEE ATTACHMENT SPREADSHEET FOR THIS LINE. catalog 90 COMMODITY CODE: 285-93-00-047498 0.000 COST PLUS 22.0000% ELECTRICAL PRODUCTS AND SUPPLIES - Wire & Cable and Conduit, Channel & Fittings FOR SUPPLIERS, ELECTRICAL ITEMS AND COST PLUS INFORMATION PLEASE SEE ATTACHMENT SPREADSHEET FOR THIS LINE. catalog 91 COMMODITY CODE: 285-93-00-047498 0.000 COST PLUS 23.0000% ELECTRICAL PRODUCTS AND SUPPLIES - Wire & Cable and Conduit, Channel & Fittings FOR SUPPLIERS, ELECTRICAL ITEMS AND COST PLUS INFORMATION PLEASE SEE ATTACHMENT SPREADSHEET FOR THIS LINE. catalog DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D PRICE SHEET TERM CONTRACT AWARD Page CONTRACT NO: MA -IS -1340234-14 14 LINE NO. COMMODITY/SERVICE DESCRIPTION QUANTITY UOM PRICE TYPE VALUE 92 COMMODITY CODE: 285-93-00-047498 0.000 COST PLUS 26.0000% ELECTRICAL PRODUCTS AND SUPPLIES - Wire & Cable and Conduit, Channel & Fittings FOR SUPPLIERS, ELECTRICAL ITEMS AND COST PLUS INFORMATION PLEASE SEE ATTACHMENT SPREADSHEET FOR THIS LINE. catalog 93 COMMODITY CODE: 285-93-00-047498 0.000 COST PLUS 30.0000% ELECTRICAL PRODUCTS AND SUPPLIES - Wire & Cable and Conduit, Channel & Fittings FOR SUPPLIERS, ELECTRICAL ITEMS AND COST PLUS INFORMATION PLEASE SEE ATTACHMENT SPREADSHEET FOR THIS LINE. catalog DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D DISTRIBUTORS TERM CONTRACT AWARD CONTRACT NO: MA -IS -1340234-14 Page 15 VENDOR NO: 501079 VENDOR: GRAYBAR ELECTRIC COMPANY ADDRESS: 1370 VALLEY VISTA DR SUITE DIAMOND BAR CA 91765 CONTACT: JEFF PESKUSKI - KEVIN STOKER PHONE: 630-640-4905 DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D I SPECIAL TERMS & CONDITIONS I TERM CONTRACT AWARD I CONTRACT NO: MA -IS -1340234-14 Page 16 ******Amendment # 6 (2/13/17)********* 1) Added the following suppliers to the existing contract. Line 01- (0% discount) ACP INTERNATIONAL- TOOLS, TESTERS & FASTENERS ATKORE INTERNATIONAL -RACEWAY & PLUG MOLD GALCO - GALPA-MOTOR CONTROLS, UTILITY & TRANSFORMERS ITW / ITW LINX-TOOLS, TESTERS, FASTENERS & ACCESSORIES OLD CASTLE PRECAST -ENCLOSURE & CABINETS ORION-HEATING, COOLING & VENTILATION OUELLET-HEATING, COOLING & VENTILATION STANLEY -TOOLS, TESTERS, FASTENERS & ACCESSORIES TRYSTAR-WIRING DEVICES & ELECTRICAL PRODUCTS VICTOR INSULATORS -MOTOR CONTROLS, UTILITY & TRANSFORMER Line 03- (3% discount) CHECKERS INDUSTRIAL PRODUCTS -RACEWAY & PLUG MOLD MERSEN GROUPS -MOTOR CONTROLS, UTILITY & TRANSFORMERS PENTAIR COMPANIES -MOTOR CONTROLS, UTILITY & TRANSFORMERS Line 05- (5% discount) LEUZE ELECTRONIC -MOTOR CONTROLS, UTILITY & TRANSFORMERS Line 10- (9% discount) OLD CASTLE PRECAST -ENCLOSURE & CABINETS AGREEMENT EXTENSION FROM 3/31/17 TO 3/31/18. (FIFTH YEAR) PER ISD MANAGEMENT'S APPROVAL:2/13/17 BASIS: LETTER SIGNED BY TAMMY LIVERS DATED 1/11/17, OFFERING TO EXTEND THE CONTRACT FOR AN ADDITIONAL 12 MONTH PERIOD. ALL PRICES, TERMS AND CONDITIONS REMAIN THE SAME. ******Amendment # 5 (12/21/16)********* LINE # 61 -I CHANGED THE EXPIRATION DATE FROM 9/7/16 TO 3/31/17. ALL ELSE REMAINS THE SAME. BK ******Amendment # 4 (9/14/16)********* 1) Added the following suppliers to the existing contract. Line 01- (0% discount) CAT GENERATORS Motor Controls & Transformers MODULAR CONNECTIONS Load Centers, Circuit Breakers & Safety Switches CIENA - CGIS Motor Controls & Transformers KOHLER GENERATORS Load Centers, Circuit Breakers & Safety Switches LUMBERG AUTOMATION Load Centers, Circuit Breakers & Safety Switches SUMITOMO AUTOMATION Motor Controls & Transformers MICRO -TECH DESIGNS, INC. Motor Controls & Transformers Line 02- (2% discount) S & C ELECTRIC Load Centers, Circuit Breakers & Safety Switches Line 03 (3% discount) EATON- / CUTLER HAMMER Load Centers, Circuit Breakers & Safety Switches AMETEK Load Centers, Circuit Breakers & Safety Switches GENERAL ELECTRIC Load Centers, Circuit Breakers & Safety Switches Line 05- (5% discount) McCAIN TRAFFIC Motor Controls & Transformers EMCOR Enclosures & Cabinets SCHNEIDER ENGINEERED PRODUCTS Load Centers, Circuit Breakers & Safety Switches DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D SPECIAL TERMS & CONDITIONS TERM CONTRACT AWARD CONTRACT NO: MA -IS -1340234-14 Page 17 LITTLE FUSE Fuses Line 18- (20% discount) SCHNEIDER AUTOMATION PRODUCTS Load Centers, Circuit Breakers & Safety Switches Line 84 (23% cost-plus) (all added to Lighting Fixtures & Control Products -U) See attached spreadsheet in header ENERGY FOCUS GLOBAL TECH INTENSE LIGHTING / LEVITON LOS ANGELES LIGHTING MFG OPTILUMEN NLS LIGHTING NATIONAL LIGHTING SOLUTIONS GIGATERA LIGHTING 2) Changes for discount percentages for Hoffman & Schneider- HOFFMAN Standard Enclosures, Cabinets, Wire way & Accessoriesfrom line 42 (45% discount) to Line 13 (13% discount) SCHNEIDER Transformers, Timers, Thermals & Contactors from, Line 45 (48% discount) to Line 37 (40% discount) Timer Relays & Accessories from time 36 (39% discount) to 28 (31% discount) 22MM Push Buttons, Pilots & Accessories from Line 52 (55% discount) to Line 45 (48% discount) Load Centers, Circuit Breakers & Safety Switches from Line 61 (64% discount) to Line 54 (57% discount) 3. Core List - Line 86: Price increased on 31 items. See catalog spreadsheet for new pricing. PER ISD MANAGEMENT'S APPROVAL, 8/25/16 & 4/6/16 ALL OTHER TERMS, AND CONDITIONS REMAIN THE SAME. *********Amendment # 3************ AGREEMENT EXTENSION FROM 3/31/16 TO 3/31/17. (FIRST EXTENSION, FOURTH YEAR) PER ISD MANAGEMENT'S APPROVAL: 1/14/16 & 1/19/16. BASIS: LETTER SIGNED BY TAMMY LIVERS DATED 1/8/16, OFFERING TO EXTEND THE CONTRACT FOR AN ADDITIONAL 12 MONTH PERIOD. ALL PRICES, TERMS AND CONDITIONS REMAIN THE SAME. *********Amendment # 2************ 1) Added the following suppliers to the existing contract. Line 01 ALL CURRENT ELECTRIC (Electrical Distribution Products) GENERIC ELECTRICAL PRODUCTS (Electrical Commodity & Distribution Products) JOS T. FEWKES CO. (Motors, Control, Energy Management & Power) LADD INDUSTRIES(Wiring Devices & Electrical Products) Line 03 ADVANTAGE INDUSTRIAL, GARDNER DENVER, RIGEL, HOFFMAN & LAMSON (Motors, Control, Energy Management & Power) CMT INC. (Tools & Test Equipment) CUTLER HAMMER, ITE, SIEMONS (Electrical Distribution Products EATON CORPORATION(Electrical Distribution & Industrial Products) MYRON ZUCKER (Motors, Control, Energy Management & Power) Line 05 GE ELECTRICAL & INDUSTRIAL (Electrical Distribution Products DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D I SPECIAL TERMS & CONDITIONS I TERM CONTRACT AWARD I CONTRACT NO: MA -IS -1340234-14 Page 18 Line 07 DELTA BREEZ (Heating, Cooling & Ventilation) Line 84 BRILLIANCE LED LIGHTING (for all- Lighting Fixtures & Control Products -U) KETRA LIGHTING LAMAR LIGHTING LMR LIGHTING NEVCO LIGHTING SENTRY ELECTRIC LIGHTING TARGET LIGHTING TRP LIGHTING 2) Changed the Freight language on Terms & Conditions Section as stated on Graybar's proposal: -Pricing applies to normally stocked Graybar materials. Discounts are based on the Graybar List Price or Cost in effect at time of order -Standard delivery policy provides customers with next day service, free of charge, for materials stocked in the branch and within the standard service area -Orders requiring same-day or expedited next -day service, non -stock items, special order or special handling and materials obtained from the manufacturer, may include shipping or handling charges. Any shipping, handling or other costs will be negotiated at time of order PER ISD MANAGEMENT'S APPROVAL, 5/21/15 & 5/26/15 BASIS: EMAIL CORRESPONDENCE FROM JEFF PESKUSKI DATED 4/28/15. ALL OTHER TERMS, AND CONDITIONS REMAIN THE SAME. 3) Graybar is requesting to add the following language into the existing Volume Incentive language: GRAYBAR IS OFFERING THE FOLLOWING TO THE COUNTY OF LOS ANGELES AND ANY U.S. COMMUNITIES PARTICIPATING AGENCY. THE VOLUME INCENTIVE IS DETERMINED BY THE INDIVIDUAL TWELVE (12) MONTH USAGE OF A QUALIFYING PARTICIPATING AGENCY AND IS PAID ON AN ANNUAL BASIS IF THE BELOW BENCHMARKS ARE ACHIEVED BY AN INDIVIDUAL PARTICIPATING AGENCY. PER ISD MANAGEMENT'S APPROVAL, 6/8/15 & 6/9/15 BASIS: EMAIL CORRESPONDENCE FROM JEFF PESKUSKI DATED 6/8/15. ALL OTHER TERMS, AND CONDITIONS REMAIN THE SAME. Amendment #1 1.) The contract is revised to include 13 electrical (4 on Line 01, 7 on Line 03, 1 on Line 05, 1 on line 07 & 8 lighting suppliers (Line 84) in existing categories. Amendment #0.75 Changed contact name from Dan to Jeff Peskuski. Everything else remains the same. Amendment #0.5 Added line 87 to 93 for Wire & Cable and Conduit and Channel fitings cost plus. Everything else remains the same. Amendment #0 Corrected quantity on lines 84 and 85 and changed to zero. Everything else remains the same. Terms & Conditions in accordance with RFP -IS -13255001. LOCAL FIXED ASSETS - LA County Only. For all local awards, any single piece of equipment priced at over $5,000/unit will be excluded from any resulting agreements. DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D I SPECIAL TERMS & CONDITIONS I TERM CONTRACT AWARD I CONTRACT NO: MA -IS -1340234-14 Page 19 SUBCONTRACTING The requirements of the Master Agreement may not be subcontracted by the Supplier without the advance written approval of the County. Any attempt by the Supplier to subcontract without the prior written consent of the County may be deemed a material breach of the Master Agreement. A. If the Supplier desires to subcontract, the Supplier shall provide the following information promptly to the County: A description of the work to be performed by the Subcontractor; A draft copy of the proposed subcontract; and Other pertinent information and/or certifications requested by the County. B. The Supplier shall indemnify and hold the County harmless with respect to the activities of each and every Subcontractor in the same manner and to the same degree as if such Subcontractor(s) were the Supplier employees. C. The Supplier shall remain fully responsible for all performances required of it under the Master Agreement, including those that the Supplier has determined to subcontract, notwithstanding the County's approval of the Supplier's proposed subcontract. D. The County's consent to subcontract shall not waive the County's right to prior and continuing approval of any and all personnel, including Subcontractor employees, providing services under the Master Agreement. The Supplier is responsible to notify its Subcontractors of this County right. E. The County's Purchasing Agent or designee is authorized to act for and on behalf of the County with respect to approval of any subcontract and Subcontractor employees. After approval of the subcontract by the County, Supplier shall forward a fully executed subcontract to the County for their files. F. The Supplier shall be solely liable and responsible for all payments or other compensation to all Subcontractors and their officers, employees, agents, and successors in interest arising through services performed hereunder, notwithstanding the County's consent to subcontract. G. The Supplier shall obtain certificates of insurance, which establish that the Subcontractor maintains all the programs of insurance required by the County from each approved Subcontractor. H. The Supplier shall ensure delivery of all such documents before any Subcontractor employee may perform any work hereunder. LOCAL SERVICES - LA County Only For local awards, services will excluded from any resulting agreements. Only products will be included for local agreements. GRAYBAR IS OFFERING THE FOLLOWING TO THE COUNTY OF LOS ANGELES AND ANY U.S. COMMUNITIES PARTICIPATING AGENCY. THE VOLUME INCENTIVE IS DETERMINED BY THE INDIVIDUAL TWELVE (12) MONTH USAGE OF A QUALIFYING PARTICIPATING AGENCY AND IS PAID ON AN ANNUAL BASIS IF THE BELOW BENCHMARKS ARE ACHIEVED BY AN INDIVIDUAL PARTICIPATING AGENCY: VOLUME INCENTIVES: A. A one half of a percent (0.5%) rebate on all purchases made in excess of one million dollars ($1,000,000), retroactive to dollar one. Paid annually. B. A one percent (1.0%) rebate on all purchases made in excess of two million dollars ($2,000,000), retroactive to dollar one. Paid annually. C. A one and one half percent (1.5%) rebate on all purchases made in excess of four million dollars ($4,000,000), retroactive to dollar one. Paid annually. SERVICES: Pricing is a Not To Exceed Cost Plus 26%. Pricing will be determined by the size and scope of the project and level of Graybar's involvement. Graybar will provide a copy of the applicable invoices to verify compliance with the Not To Exceed benchmark. All pricing will be finalized with the Participating Public Agency prior to the issuance of any purchase order. DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D I SPECIAL TERMS & CONDITIONS I TERM CONTRACT AWARD I CONTRACT NO: MA -IS -1340234-14 Page 20 ADDITIONAL SERVICES AT NO COST: Services with No Cost include, but are not limited to: Shop Graybar, eBusiness, Graybar Smart Stock, Inventory Management, Graybar Building and Technology Specialists, Contract Compliance, Emergency Service, Emergency Preparedness, Mobility Solutions, Municipal and Cooperative Utility Services NON EXCLUSIVITY Nothing herein is intended nor shall be construed as creating any exclusive arrangement with the Supplier. This Master Agreement shall not restrict the County from acquiring similar, equal or like goods and/or services from other entities or sources. NOTICE OF DELAYS Except as otherwise provided under the Master Agreement, when either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of the Master Agreement, that party shall, within two (2) business days, give notice thereof, including all relevant information with respect thereto, to the other party. NOTICE OF DISPUTES The Supplier shall bring to the attention of the County any dispute between the County and the Supplier regarding the performance of services as stated in the Master Agreement. The County Purchasing Agent and/or his designee shall make the sole determination regarding the disposition and resolution of the dispute. CONSUMPTION REPORTS/ITEM NUMBERS/PURCHASES Each County department or participating agency is to be assigned a customer number to be used in identifying each sale and proper billing address. Supplier shall be required to furnish to the County's Purchasing Agent/designee or requesting participating agency, monthly computer based usage reports of purchases separated by individual County departments or entity, and/or delivery locations, and employee purchases, listing quantities of separate items purchased and total dollars expended. Usage reports listing items in alphabetical order and descending dollar volume order must also be provided upon request. Supplier must provide any other usage reports that the County Purchasing Agent/designee or participating agencies may require for their internal controls including but not limited to Green Product consumption, HUB/DBE use, etc. TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN COMPLIANCE WITH COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM Failure of the Supplier to maintain compliance with the requirements set forth in the Contractor's Warranty of Adherence to County's Child Support Compliance Program shall constitute default under the Master Agreement. Without limiting the rights and remedies available to the County under any other provision of the Master Agreement, failure of the Supplier to cure such default within ninety (90) calendar days of written notice shall be grounds upon which the County may terminate the Master Agreement pursuant to Termination for Default herein, and pursue debarment of the Supplier, pursuant to County Code Chapter 2.202. DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D I SPECIAL TERMS & CONDITIONS I TERM CONTRACT AWARD I CONTRACT NO: MA -IS -1340234-14I P21e TERMINATION FOR CONVENIENCE The Master Agreement may be terminated, in whole or in part, from time to time, when such action is deemed by the County, in its sole discretion, to be in its best interest. Such termination shall be effected by notice of termination to the Supplier specifying the extent to which performance of work is terminated and the date upon which such termination becomes effective. The date upon which such termination becomes effective shall be no less than ten (10) days after the notice is sent. A. After receipt of a notice of termination and except as otherwise directed by the County, the Supplier shall: Stop performance under the Master Agreement on the date and to the extent specified in such notice, and Complete performance of such part of the Master Agreement as shall not have been terminated by such notice. B. All material including books, records, documents, or other evidence bearing on the costs and expenses of the Supplier under the Master Agreement shall be maintained by the Supplier in accordance with paragraph 1.33.9 (Record Retention and Inspection/Audit Settlement) of this RFP. TERMINATION FOR DEFAULT The County may, by written notice to the Supplier, terminate the whole or any part of the Master Agreement, if, in the judgment of County's Purchasing Agent or designee: Supplier has materially breached the Master Agreement; or Supplier fails to timely provide and/or satisfactorily perform any task, deliverable, service, or other work required either under the Master Agreement; or Supplier fails to demonstrate a high probability of timely fulfillment of performance requirements under the Master Agreement, or of any obligations of the Master Agreement and in either case, fails to demonstrate convincing progress toward a cure within five (5) working days (or such longer period as the County may authorize in writing) after receipt of written notice from the County specifying such failure. A. In the event that the County terminates the Master Agreement in whole or in part as provided herein, the County may procure, upon such terms and in such manner as the County may deem appropriate, goods and services similar to those so terminated. B. The Supplier shall be liable to the County for any and all excess costs incurred by the County, as determined by the County, for such similar goods and services. The Supplier shall continue the performance of the Master Agreement to the extent not terminated under the provisions of this sub -paragraph. C. Except with respect to defaults of any Subcontractor, the Supplier shall not be liable for any such excess costs of the type identified herein if its failure to perform the Master Agreement arises out of causes beyond the control and without the fault or negligence of the Supplier. Such causes may include, but are not limited to: acts of God or of the public enemy, acts of the County in either its sovereign or contractual capacity, acts of Federal or State governments in their sovereign capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case, the failure to perform must be beyond the control and without the fault or negligence of the Supplier. If the failure to perform is caused by the default of a Subcontractor, and if such default arises out of causes beyond the control of both the Supplier and Subcontractor, and without the fault or negligence of either of them, the Supplier shall not be liable for any such excess costs for failure to perform, unless the goods or services to be furnished by the Subcontractor were obtainable from other sources in sufficient time to permit the Supplier to meet the required performance schedule. As used in this paragraph, the term "Subcontractor(s)" means Subcontractor(s) at any tier. C. If, after the County has given notice of termination under the provisions of this paragraph, it is determined by the County that the Supplier was not in default under the provisions herein, or that the default was excusable under the provisions, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to Termination for Convenience, as described herein. D. The rights and remedies of the County provided in this paragraph shall not be DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D I SPECIAL TERMS & CONDITIONS I TERM CONTRACT AWARD I CONTRACT NO: MA -IS -1340234-14 Page 22 exclusive and are in addition to any other rights and remedies provided by law or under the Master Agreement. TERMINATION FOR IMPROPER CONSIDERATION The County may, by written notice to the Supplier, immediately terminate the right of the Supplier to proceed under the Master Agreement if it is found that consideration, in any form, was offered or given by the Supplier, either directly or through an intermediary, to any County officer, employee, or agent with the intent of securing the Master Agreement or securing favorable treatment with respect to the award, amendment, or extension of the Master Agreement or the making of any determinations with respect to the Supplier's performance pursuant to the Master Agreement. In the event of such termination, the County shall be entitled to pursue the same remedies against the Supplier as it could pursue in the event of default by the Supplier. A. The Supplier shall immediately report any attempt by a County officer or employee to solicit such improper consideration. The report shall be made either to the County manager charged with the supervision of the employee or to the County Auditor -Controller's Employee Fraud Hotline at (800) 544-6861. B. Among other items, such improper consideration may take the form of cash, discounts, services, the provision of travel or entertainment, or tangible gifts. TERMINATION FOR INSOLVENCY The County may terminate the Master Agreement in the event of the occurrence of any of the following: A. Insolvency of the Supplier. The Supplier shall be deemed to be insolvent if it has ceased to pay its debts for at least sixty (60) days in the ordinary course of business or cannot pay its debts as they become due, whether or not a petition has been filed under the Federal Bankruptcy Code and whether or not the Supplier is insolvent within the meaning of the Federal Bankruptcy Code; B. The filing of a voluntary or involuntary petition regarding the Supplier under the Federal Bankruptcy Code; the appointment of a Receiver or Trustee for the Supplier; or the execution by the Supplier of a general assignment for the benefit of creditors. The rights and remedies of the County provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Master Agreement. TERMINATION FOR NON APPROPRIATION OF FUNDS Notwithstanding any other provision of the Master Agreement, the County shall not be obligated for the Supplier's performance hereunder or by any provision of the Master Agreement during any of the County's future fiscal years unless and until the County's Board of Supervisors appropriates funds for use under the Master Agreement in the County's Budget for each such future fiscal year. In the event that funds are not appropriated, then the Master Agreement shall terminate as of June 30 of the last fiscal year for which funds were appropriated. The County shall notify the Supplier in writing of any such non -allocation of funds at the earliest possible date. VALIDITY If any provision of the Master Agreement or the application thereof to any person or circumstance is held invalid, the remainder of the Master Agreement and the application of such provision to other persons or circumstances shall not be affected thereby. WAIVER No waiver by the County of any breach of any provision of the Master Agreement shall constitute a waiver of any other breach or of such provision. Failure of the County to enforce at any time, or from time to time, any provision of the Master Agreement shall not be construed as a waiver thereof. The rights and remedies set forth herein shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Master Agreement. WARRANTY AGAINST CONTINGENT FEES The Supplier warrants that no person or selling agency has been employed or retained to solicit or secure the Master Agreement upon any contract or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D I SPECIAL TERMS & CONDITIONS I TERM CONTRACT AWARD I CONTRACT NO: MA -IS -1340234-14 Page 23 or bona fide established commercial or selling agencies maintained by the Supplier for the purpose of securing business. For breach of this warranty, the County shall have the right to terminate the Master Agreement and, at its sole discretion, deduct from the Master Agreement price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. PARTICIPATING MUNICIPALITIES Excluding any local awards, the County has designated U.S. Communities Government Purchasing Alliance (herein U.S. Communities) as the agency to provide administrative services related to purchases by other governmental entities (Participating Public Agencies) under the Master Agreement. At the County's sole discretion and option, and upon Supplier entering into the requisite U.S. Communities Administration Agreement, Participating Agencies may acquire products under the Master Agreement. Such acquisitions shall be at the prices stated in the Master Agreement, or lower. The awarded Supplier(s) must deal directly with any Participating Public Agency concerning the placement of orders, issuance of the purchase order, contractual disputes, invoicing, and payment. The County is acting as Contracting Agent for the Participating Public Agencies and shall not be held liable for any costs, damages, etc. incurred by any other Participating Public Agency. In no event shall the County be considered a dealer, remarketer, agent or representative of the Supplier. PRE-PRINTED TERMS AND CONDITIONS Pre-printed terms and conditions/bidders contract documents. Bidders pre-printed terms and conditions or restrictions commonly appearing on the reverse side of letters submitted with the bid and/or bidders specifications material and contract documents will be disregarded in the absence of a positive written statement from Bidder and approved in writing by the County Purchasing Agent that all or a particular portion of such writings are in addition to or supersede the County terms and conditions. RESERVATION The County of Los Angeles reserves the right to bid individual large requirements when deemed in the best interests of the County. RETURN OF GOODS RECEIVED In bidding, Proposer agrees to accept for full credit any merchandise returned in good condition within five days after receipt of goods without any handling charges; however, no return shall be made of any material which has been put into operation other than for test. When products delivered fail to meet specification, cost of inspection shall be for account of vendor. CANCELLATION Any agreement formulated from this inquiry may be cancelled by either party upon (ninety) 90 days written notice. The County may continue to place orders against said agreement until the effective date of such cancellation. PRICING Except as specifically noted herein, category product price proposals shall be firm, fixed prices for one year after the award for core list items and discount off manufacturer price list for all other items. In all cases, the County will reserve the right to reject any price increases during the terms of the Master Agreement. The County reserves the right to negotiate pricing and to add and delete items. PRICE ADJUSTMENTS All price adjustment requests must be submitted no less than 60 days prior to implementation. All upward price adjustments must be supported by manufacturers letter(s) substantiating the requested increase, the percent increase and must be approved by County Purchasing Agent. Price decreases will be accepted any time during he contract period with 60 day notice. DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D I SPECIAL TERMS & CONDITIONS I TERM CONTRACT AWARD I CONTRACT NO: MA -IS -1340234-14 Page 24 MASTER AGREEMENT TERM The Master Agreement term shall be for a period of three (3) years from the date of award, with two (2) additional 12 -month extension options which may be exercised at the sole discretion of the County. SUBSTITUTION Products purchased as a result of any award made from this RFP are to be supplied as offered, and accepted without substitution of material or style, at the contract price. Any deviation must be approved in advance by the requisitioning agency official. FREIGHT Pricing applies to normally stocked Graybar materials. Discounts are based on the Graybar List Price or Cost in effect at time of order Standard delivery policy provides customers with next day service, free of charge, for materials stocked in the branch and within the standard service area Orders requiring same-day or expedited next -day service, non -stock items, special order or special handling and materials obtained from the manufacturer, may include shipping or handling charges. Any shipping, handling or other costs will be negotiated at time of order DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D I STANDARD TERMS & CONDITIONS I TERM CONTRACT AWARD I CONTRACT NO: MA -IS -1340234-14I Page 25 The County of Los Angeles accepts your offer to furnish our requirements (and such requirements as may be ordered by cities and /or districts indicated herein) of the listed commodity, or service, as needed, subject to conditions of the stated quotation and as provided herein. All Purchase Agreements, Purchase Orders and Contracts will be deemed to be made and entered into the State of California under the constitution and laws of this state and are to be so construed. PRICE GUARANTEE: Unless otherwise provided herein, prices are maximum for the period of this agreement. In the event of a price decline, or, should you at any time during the life of this agreement sell the same material or service under similar quantity and deliver conditions to the State of California, or legal district thereof, or to any county or Municipality within the State of California at prices below those stated herein, you will immediately extend such lower prices to the County of Los Angeles. ATTENTION: VENDOR/DEPARTMENT - SPECIAL NOTE: County departments are not authorized to use this agreement as a purchasing source for products not specifically covered herein. Changes of items, equipment, or modifications to prices, specifications, or conditions, etc., of this agreement can be made only by the Purchasing Agent by issuance of official amendment and in accordance with properly authorized changes agreed upon prior to consummation. Los Angeles County will not pay for items not listed below that have not been processed in accordance with the above paragraph. Vendor will incur payment problems. County's Quality Assurance Plan. The County or its agent will evaluate Contractor's performance under this agreement on not less than annual basis. Such evaluation will include assessing Contractor's compliance with all contract terms and performance standards. Contractor deficiencies which County's determines are severe or continuing and that may place performance of the agreement in jeopardy if not corrected will be reported to the Board of Supervisors. The report will include improvement/corrective action measures taken by the County and Contractor. If improvement does not occur consistent with the corrective action measures, County may terminate this agreement or impose other penaltiesas specified in this agreement. CONTRACTOR RESPONSIBILITY AND DEBARMENT 1. A responsible Contractor is a Contractor who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily perform the contract. It is the County's policy to conduct business onlywith responsible contractors. 2. The Contractor is hereby notified that, in accordance with Chapter 2.202 of the County Code, if the County acquires information concerning the performance of the contractor on this or other contracts which indicates that the Contractor is not responsible, the County may, in addition to other remedies provided in the contract, debar the Contractor from bidding on County contracts for a specified period of time not to exceed 5 years, and terminate any or all existing contracts the Contractor may have with the County. 3. The County may debar a contractor if the Board of Supervisors finds, in its discretion, that the Contractor has done any of the following: (1) violated any term of a contract with the County, (2) committed any act or omission which negatively reflects on the Contractor's quality, fitness or capacity to perform a contract with the County or any other public entity, or engaged in a pattern or practice which negatively reflects on same, (3) committed an act or offense which indicates a lack of business integrity or business honesty, or (4) made or submitted a false claim against the County or any other public entity. 4. If there is evidence that the Contractor may be subject to debarment, the Department will notify the Contractor in writing of the evidence which is, the basis for the proposed debarment and will advise the Contractor of the scheduled date for a debarment hearing before the Contractor Hearing Board. 5. The Contractor Hearing Board will conduct a hearing where evidence on the proposed debarment is presented. The Contractor and/ or the Contractor's representative shall be given an opportunity to submit evidence at that hearing. After the hearing, the Contractor Hearing Board shall prepare a proposed decision, which shall contain a recommendation regarding whether the contractor should be debarred, and, if so, the appropriate length of time of the debarment. If the Contractor fails to avail itself of the opportunity to submit evidence to the Contractor Hearing Board,the Contractor may be deemed to have waived all rights of appeal. DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D I STANDARD TERMS & CONDITIONS I TERM CONTRACT AWARD I CONTRACT NO: MA -IS -1340234-14I P26e 6. A record of the hearing, the proposed decision and any other recommendation of the Contractor Hearing Board shall be presented to the Board of Supervisors. The Board of Supervisors shall have the right to modify, deny or adopt the proposed decision and recommendation of the Hearing Board. PROHIBITION AGAINST USE OF CHILD LABOR 1. Not knowingly sell or supply to COUNTY any products, goods, supplies or other personal property produced or manufactured in violation of child labor standards set by the International Labor Organizations through its 1973 Convention concerning Minimum Age for Employment. 2. Upon request by COUNTY, identify the country/countries of origin of any products. goods, supplies or other personal property bidder sells or supplies to COUNTY, and VENDOR shall: 7. These terms shall also apply to (subcontractors/subconsultants) of County Contractors. 3. Upon request by COUNTY, provide to COUNTY the manufacturer's certification of compliance with all international child labor conventions. Should COUNTY discover that any products, goods, supplies or other personal property sold or supplied by VENDOR to COUNTY are produced in violation of any international child labor conventions, VENDOR shall immediately provide an alternative, compliant source of supply. Failure by VENDOR to comply with the provisions of this clause will be grounds for immediate cancellation of this Purchase Order or termination of this Agreement and award to an alternative vendor. A. Jury Service Program. This Contract is subject to the provisions of the County's ordinance entitled Contractor Employee Jury Service ("Jury Service Program") as codified in Sections 2.203.010 through 2.203.090 of the Los Angeles County Code. Should COUNTY discover that any products, goods, supplies or other personal property sold or supplied by VENDOR to COUNTY are produced in violation of any international child labor conventions, VENDOR shall immediately provide an alternative, compliant source of supply. B. Written Employee Jury Service policy. 1. Unless Contractor has demonstrated to the County's satisfaction either that Contractor is not a "Contractor" as defined under the Jury Service Program (Section 2.203.020 of the County Code) or that Contractor qualifies for an exception to the Jury Service Program (Section 2.203.070 of the County Code), Contractor shall have and adhere to a written policy that provides that its Employees shall receive from the Contractor, on an annual basis, no less than five days of regular pay for actual jury service. This policy may provide that Employees deposit any fees received for such jury service with the Contractor or that the Contractor deduct from the Employee's regular pay the fees received for jury service. 2. For purposes of this Section, "Contractor" means a person, partnership, corporation or other entity which has a contract with the County or a subcontract with a County contractor and has received or will receive an aggregate sum of $50,000 or more in any 12 - month period under one or more County contracts or subcontracts. "Employee" means any California resident who is a full time employee of Contractor. "Full time" means 40 hours or more worked per week, or a lesser number of hours if the lesser number is a recognized industry standard and is approved as such by the County. If Contractor uses any subcontractor to perform services for the County under the Contract, the subcontractor shall also be subject to the provisions of this Section. The provisions of this Section shall be inserted into any such subcontract agreement and a Copy of the Jury Service Program shall be attached to the agreement. DocuSign Envelope ID: 82BB27C5-A476-4813-9887-542301AODC4D I STANDARD TERMS & CONDITIONS I TERM CONTRACT AWARD I CONTRACT NO: MA -IS -1340234-14 I Page 3. If Contractor is not required to comply with the Jury Service Program when the Contract commences, Contractor shall have a continuing obligation to review the applicability of its "exception status" from the Jury Service Program, and Contractor shall immediately notify County if Contractor at any time either comes within the Jury Service Program's definition of "Contractor" or if Contractor no longer qualifies for an exception to the Program. In either event, Contractor shall immediately implement a written policy consistent with the Jury Service Program. The County may also require, at any time during the Contract and at its sale discretion, that Contractor demonstrate to the county's satisfaction that Contractor either continues to remain outside of the Jury service Program's definition of "Contractor" and/or that Contractor continues to qualify for an exception to the Program. 4. Contractor's violation of this Section of the contract may constitute a material breach of the Contract. In the event of such material. breach, County may, in its sole discretion, terminate the Contract and/or bar Contractor from the award of future County contracts for a period of time consistent with the seriousness of the breach. PRICE SPECIFIC CONTRACTS AND PURCHASE ORDERS Vendors are entitled to receive payment for goods received by, or services provided to the county specific to the Contract or Purchase Order price amount. Under no circumstances will those Suppliers, Contractors or Vendors who supply goods or otherwise contract services with the County of Los Angeles be entitled to or paid for expenditures beyond the Contract or Purchase Order amounts. Vendors are prohibited from accepting prepayment for goods or services without the express written approval of the County Purchasing Agent. ASSIGNMENT BY CONTRACTOR A. Contractor shall not assign its rights or delegate its duties under the Agreement, or both whether in whole or in part, without the prior written consent of County, in its discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this paragraph, County consent shall require a written amendment to the Agreement, which is formally approved and executed by the parties. Any payments by county to any approved delegate or assignee on any claim under the Agreement shall be deductible, at County's sole discretion, against the claims which Contractor, may have against county. B. Shareholders, partners, members, or other equity holders of Contractor may transfer, sell exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange. assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of the Agreement, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Agreement. C. Any assumption, assignment, delegation, or takeover of any of the Contractor's duties, responsibilities, obligations, or performance of same by any entity other than the Contractor, whether through assignment, subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without county's express prior written approval, shall be a material breach of the Agreement which may result in the termination of the Agreement. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.