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HomeMy WebLinkAbout294-21 RESOLUTION113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 294-21 File Number: 2021-0907 GRAYBAR ELECTRIC COMPANY, INC.: A RESOLUTION TO APPROVE THE PURCHASE OF ELECTRICAL, LIGHTING, DATA COMMUNICATIONS AND SECURITY PRODUCTS AND RELATED PRODUCTS, SERVICES AND SOLUTIONS FROM GRAYBAR ELECTRIC COMPANY, INC., PURSUANT TO AN OMNIA PARTNERS COOPERATIVE PURCHASING CONTRACT, ON AN AS -NEEDED BASIS THROUGH JANUARY 31, 2023, AND ANY FUTURE RENEWAL PERIODS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section l: That the City Council of the City of Fayetteville, Arkansas hereby approves the purchase electrical, lighting, data communications and security products and related products, services and solutions from Graybar Electric Company, Inc. pursuant to an OMNIA Partners Cooperative Purchasing Contract through January 31, 2023, and any future renewal periods. PASSED and APPROVED on 12/7/2021 I -Ayr I I tV City of Fayetteville, Arkansas 113 West Mountain Street Fayetteville, AR 72701 W (479) 575-8323 _ewu md Text File File Number: 2021-0907 Agenda Date: 12I7I2021 Version: 1 Status: Passed In Control: City Council Meeting File Type: Resolution Agenda Number: A.7 GRAYBAR ELECTRIC COMPANY, INC.: A RESOLUTION TO APPROVE THE PURCHASE OF ELECTRICAL, LIGHTING, DATA COMMUNICATIONS AND SECURITY PRODUCTS AND RELATED PRODUCTS, SERVICES AND SOLUTIONS FROM GRAYBAR ELECTRIC COMPANY, INC., PURSUANT TO AN OMNIA PARTNERS COOPERATIVE PURCHASING CONTRACT, ON AN AS -NEEDED BASIS THROUGH JANUARY 31, 2023, AND ANY FUTURE RENEWAL PERIODS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the purchase electrical, lighting, data communications and security products and related products, services and solutions from Graybar Electric Company, Inc. pursuant to an OMNIA Partners Cooperative Purchasing Contract through January 31, 2023, and any future renewal periods. City of Fayetteville, Arkansas Page 1 Printed on 121812021 Terry Gulley Submitted By City of Fayetteville Staff Review Form 2021-0907 Legistar File ID 12/7/2021 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 11/17/2021 TRANSPORTATION SERVICES (410) Submitted Date Division / Department Action Recommendation: A RESOLUTION TO AUTHORIZE THE PURCHASE OF ELECTRICAL, LIGHTING, DATA COMMUNICATIONS AND SECURITY PRODUCTS AND RELATED PRODUCTS, SERVICES AND SOLUTIONS PURSUANT TO A COOPERATIVE PROCUREMENT AGREEMENT WITH OMNIA PARTNERS WITH GRAYBAR ELECTRIC COMPANY, INC., CONTRACT# EV2370, THROUGH JANUARY 31, 2023 ON AN AS -NEEDED BASIS, WITHIN THE APPROVED BUDGET, AND FOR ANY FUTURE RENEWAL PERIODS. Budget Impact: Account Number Fund Project Number Project Title Budgeted Item? Current Budget Funds Obligated $ - Current Balance Does item have a cost? Item Cost $ - Budget Adjustment Attached? No Budget Adjustment $ - Remaining Budget Purchase Order Number: Change Order Number: Original Contract Number: V20210527 Previous Ordinance or Resolution # Approval Date: Comments: The "current budget" and "item cost" fields have been left blank because items will vary by project, funding source(s), and other factors. —� CITY OF FAYETTEVILLE ARKANSAS MEETING OF DECEMBER 7, 2021 TO: Mayor and City Council THRU: Susan Norton, Chief of Staff Chris Brown, Public Works Director FROM: Terry Gulley, Asst PW Director Operations CITY COUNCIL MEMO DATE: November 17, 2021 SUBJECT: Authorization to utilize a cooperative procurement agreement with OMNIA Partners with Graybar Electric Company, Inc., Contract# EV2370 for the purchase of electrical and lighting products and related products RECOMMENDATION: A resolution to authorize the purchase of electrical, lighting, data communications and security products and related products, services and solutions pursuant to a cooperative procurement agreement with OMNIA Partners with Graybar Electric Company, Inc., Contract# EV2370, through January 31,2023 on an as -needed basis, within the approved budget, and for any future renewal periods. BACKGROUND: Electrical, lighting, data communications and security products and related products, services and solutions were bid by the City of Kansas City, Missouri Procurement Services Division to establish a national cooperative contract through OMNIA Partners, Public Sector and was awarded to Graybar Electric Company, Inc. OMNIA Partners is the largest cooperative purchasing organization for the public sector. Cooperative purchasing agreements result in lower prices by aggregating purchasing power and less administrative time preparing and soliciting bids. DISCUSSION: The construction of sidewalks and trails require the purchase of electrical conduit, boxes, covers, and accessories. Conduit protects wires as well as any individuals who may come into proximity to the wires. The US National Electrical Code (NEC) and local building codes determine which type of conduit is used. BUDGET/STAFF IMPACT: Electrical, lighting, data communications and security products and related products, services and solutions are budgeted within specific capital improvements project or operating budgets. Attachments: Cooperative Procurement Contract #EV2370 Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 OMNIA P A R T N F R S C � A U ES U.S,COMMONITI ELECTRICAL, LIGHTING, DATA COMMUNICATIONS AND SECURITY PRODUCTS AND RELATED PRODUCTS, SERVICES AND SOLUTIONS Executive Summary Lead Agency: City of Kansas City, Missouri RFP Issued: September 6, 2017 Response Due Date: October 6, 2017 Solicitation: RFP365 Pre -Proposal Date: September 20, 2017 Proposals Received: #3 Awarded to: Graybar Electric Company, Inc. contract #EV2370 The City of Kansas City, Missouri Procurement Services Division issued RFP #EV2370 on September 6, 2017, to establish a national cooperative contract for Electrical, Lighting, Data Communications and Security Products and Related Products, Services and Solutions. The solicitation included cooperative purchasing in Section 1. Master Agreement: The City of Kansas City, MO (herein "Lead Public Agency") on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein "Participating Public Agencies") is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complete line of Electrical, Lighting, Data Communications, and Security Products and Related Products, Services and Solutions (herein "Products and Services "). And Section 3. U.S. Communities: U.S. Communities Government Purchasing Alliance (herein "U.S. Communities") assists Participating Public Agencies to reduce the cost of purchased goods through strategic sourcing that combines the volumes and the purchasing power of public agencies nationwide. This is accomplished through an award of competitively solicited contracts for high quality products and services by large and well recognized public agencies (herein "Lead Public Agencies"). The contracts provide for use by not only the respective Lead Public Agency, but also by other Participating Public Agencies. Notice of the solicitation was sent to potential offerors, as well as advertised in the following: • Seattle.gov —The Buy Line Blog • City of Kansas City, Missouri • Daily Journal of Commerce, OR • Merx.com • The Advocate, LA • The New York State Contract Reporter • The Honolulu Star, HI • Washington Electronic Business Solution • DEMANDSTAR, ONVIA • U.S. Communities - Website Page 1 of 2 On October 6, 2017 proposals were received from the following offerors: • Graybar Electric Company, Inc. • HB (Delivering Systems LLC/DBA High Biometrics) • supplyFORCE Upon evaluation, the committee elected to award to the most responsive proposal Graybar Electric Company, Inc. for electrical, lighting, data communications and security products and related products, services and solutions. Contract includes: Graybar offers a robust selection of products in electrical and lighting, data communication and security, hardware, and services. Solution benefits include: • Comprehensive Products, Services, & Solutions • Next day service is free of charge for materials stocked in the branch and within the standard service area • Volume Incentive Term: Contract period from February 1, 2018 through January 31, 2023 with the option to renew to for up to three (3) additional two (2) year terms through January 31, 2029. Pricing/Discount: Discounts are based on Graybar List Price or Cost in effect at the time of order. Visit Graybar landing page Graybar Online Store for more details. OMNIA Partners, Public Sector Landing Pages: https://www.omnial2artners.com/publicsector/contracts/supplier- contracts/grab Page 2 of 2 11/16/21, 12:20 PM Graybar Electric Company, Inc. Cooperative Contract I Pricing & Shipping (866) 875-3299 1 Contact Us OMNIA® Public Sector P A R T N E R S Click to expand menu Overview REGISTER Gr,ayf'Air 17irnrns ny, —l-c-iricul, ! ighilrig, Duiu Curnrnunicatiun; and 3er'urisy Contract Documentation Solutions & Services Case Studies COVID-19 Resources Pricing & Shipping FAQs Manufacturer Partners MENU Pricing A https://www.omniapartners.com/publicsector/suppliers/graybar/pricing-shipping 1 /7 11/16/21, 12:20 PM Graybar Electric Company, Inc. Cooperative Contract I Pricing & Shipping • The OMNIA Partners pricing applies to normally stocked Graybar materials. • Discounts are based on Graybar List Price or Cost in effect at the time of order. The majority of pricing on the Graybar contracts is based on a listless discount structure. • Cost -Plus discounting is used for market sensitive commodities and lighting fixtures. • Not -To -Exceed discounting is used for value-added services and material with no list price in our system. • Graybar cannot sell at levels above the base contract price and reserves the right to offer a lesser discount for projects, or where large quantity discounts or localized supplier negotiations are available. Freight • Next day service is 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 other Graybar warehouses or manufacturers, may include shipping or handling charges. Any shipping, handling or other costs will be negotiated at the time of order • Next -Day Delivery: Graybar's Delivery Advantage tracks and documents deliveries which enables us to provide customers with real-time delivery status and other valuable details on incoming deliveries. Our innovative system gives you critical details on incoming deliveries, including: - Exact delivery date and time - Electronic image of recipient signature - Electronic image of delivered product - Aerial view of delivery location Consolidation of Orders Graybar uses the order consolidation process when items for a single customer order are being obtained from various sources and are to be re -shipped as one shipment to the customer. REQUEST CONTRACT INFORMATION GRAYBAR ONLINE STORE https://www.omniapartners.com/publicsector/suppliers/graybar/pricing-shipping 2/7 OMNIA ys�j A Gi —mil P A R T N E R S ` Serving State & Local Government, Education, Special Districts, and Non -Profits Graybar is the awarded supplier of electrical, lighting, data communications and security products and related products, services and solutions through OMNIA Partners, Public Sector, the nation's largest and most experienced cooperative purchasing organization dedicated to public sector procurement. U.S. Communities is now OMNIA Partners, Public Sector. CONTRACT # EV2370 Electrical, Lighting, Data/Communication, Networking, Wireless, Security and Related MRO Supplies. Service Solutions to Support Products Why OMNIA Partners, Public Sector, through Graybar? We are a leading distributor of electrical, lighting, data/ communications, networking, security and related MRO products. With 289 locations across North America, Graybar is a local distributor backed by the strength of a FORTUNE 500 company. The Graybar-OMNIA Partners, Public Sector Program: • Satisfies solicitation requirements • Lead public agency managed contracts • No cost to participate • Contracts allow your organization to maximize savings on the products you need while reducing procurement time. • Ensures accurate contract pricing, terms and agency specific requirements. Eligible Agencies • State Agencies, Counties, Cities, Towns and Villages • Specials Districts: Water, MUD's, Transportation, Airports • Public and Private Higher Education Colleges, Universities, Technical Schools • Public and Private K-12 School Districts, Charter Schools and Other • Non -Profits: Churches, Education, Healthcare and Other 1-800-GRAYBAR • omniapartners@graybar.com graybar.com/omniapartners • omniapartners.com/graybar Value Added Services A complete and comprehensive offering of value added services to support the products included in our contract. Services may include, but not limited to: assessment, repair, renovation, installation, testing, inventory, emergency, recovery, training and other related services that may be offered through Graybar. eCommerce — Inventory Management Connect with Graybar through Graybar.com, private marketplaces or PunchOut. Graybar supports our customer's eProcurement initiatives by interfacing with a variety of ERP systems, software providers and marketplaces. We make it easy for customers to find products, place orders, check on transactions and much more — 24/7. Customer Focus Graybar has developed an unmatched selection of value added services and solutions to support the products we distribute daily. We are committed to satisfying our customers through delivery of consistent, reliable and quality service. Graybar Financial Services Graybar Financial Services° (GFS) can provide states, local governments and educational institutions financing for products covered in our contract and related services, whether for volume purchases, projects, or otherwise. How to Register Simply register at -tners.com/publicsector. Registration does not obligate you to purchase through the program, but it does introduce you to a wide range of products and services at outstanding prices. Graybar Program Managers Rob Rhoads, East • (202) 445-8992 • robertrhoads@graybar.com Jeff Peskuski, Central • (630) 640-4905 • jeffpeskuski@graybarcom Adam Sass, West • (925) 216-2858 • adam.sass@graybarcom OMNIA ys�j A Gi —mil P A R T N E R S ` Graybar Can Help Keep Your Campus Secure Schools are always facing the challenges of burglary, vandalism, bullying and violence and in such a sizable area where there are numer- ous students, staff and properties, it is not possible to ensure people's safety and protect properties in schoolyard merely by human efforts. Graybar has experience helping K-12 schools, colleges and universities increase their security on campus with products and solutions from top manufacturers. Graybar Security Solutions Access Control Aiphone Altronix American Fibertek Ditek Dormakaba/Keyscan Dormakaba/Rutherford Controls Nortek Security & Control Paxton Access, Inc. Speco Technologies Transition Networks Viking Electronics CCTV / Surveillance ACTT Allied Telesis Altronix Arecont Vision Bosch D-Link Ditek Everfocus Hanwha Techwin Milestone Pelco, Inc. Speco Technologies ViewZ Cabling, Installation & Tools Belden Berk-Tek Cable Prep Coleman Cable Systems CommScope Ideal Industries, Inc. Fire Altronix Ditek Edwards Signaling Eaton Wheelock Intrusion (image suggestion because I have no idea: https://ww- w.istockphoto.com/photo/pro- gramming-and-pass- word-concept-gm 1 183143306-33 2537660) Bosch Ditek 0 ptex Signaling & Notification Aiphone Allen Tel Products Bogen Communications Code Blue Eaton Wheelock Ditek Edwards Signaling Federal Signal Corp. GAI-Tronics (Hubbell) Speco Technologies Talk -A -Phone Valcom Viking Electronics 1-800-GRAYBAR • omniapartners@graybar.com • graybar.com/omniapartners • omniapartners.com/graybar DocuSign Envelope ID: 4EA9381 F-36FD-451 F-A419-7A512A984B73 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 DocuSign Envelope ID: 4EA9381 F-36FD-451 F-A419-7A512A984B73 CONTRACTOR I hereby certify that I have the authority to execute this document on behalf of CONTRACTOR. Contractor: Graybar DocuSigned by: By: Bi 11 Hoyt f�byf Title: vP - strategic A. 85B9106F9578470... Date: 6/17/2019 APPROVED AS TO FORM DocuSigned by: ,�iw� Assistani E18D0805AB1E44D.. (Date) DocuSigned by: KANSAS CITY, MISSOURI l.�-�'1G rbwm& By: AODFC4EF24E34AB... Title Manager of Procurement services Date: 6/17/2019 AMENDMENT NO 1. TO MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 2 of 2 DocuSlgn Envelope ID: 4A025638-AE5Ar49F94947-810B3DE1BBD0 STANDARD CITY CONTRACT MASTER CONTRACT FOR PRODUCTS AND SERVICES - THE CITY OF KANSAS CITY, MISSOURI CONTRACT NO.: EV2370 TITLE/DESCRIPTION: Electrical. Liahtino. Data Communications and Security Products and Related Products. Services and Solutions THIS Contract is between KANSAS CITY, MISSOURI, a constitutionally chartered municipal corporation ("CITY"), and Grayber Electric Company, Inc. ("CONTRACTOR°). See. I. The Contract. The Contract between the CITY and CONTRACTOR consists of the following !contract Documents: (a) this Contract; (b) CONTRACTOR's Proposal dated October B, 2017, that is attached hereto and Incorporated Into this Contract; (c) CITY's 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 °Agreement° and "Contract" and "Contract Documents' are used interchangeably in this Contract and the terms °Agreement" and "Contract" and "Contract Documents' each include all "Contract Documents." Sec. 2. Initial 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, 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 term, the CITY, in its sole discretion, may renew this Contract for up to three (3) additional two (2) year terms. MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 1 of 20 (REV. 12-05-16) Decuftn Envelope ID: 4A025838-AEBA BF9-8847-810B8DE1BBD0 (c) 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. Sec. 3. Purchase Orders and Work Orden:. (a) Purchase Order. CITY shall order all Electrical, 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 Clty's Director of Finance. CONTRACTOR shall not provide any "Products" or "Products and Services" or "Services" in excess of the dollar 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 CITY and CONTRACTOR. All Purchase Orders shall automatically 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 Services. 9. The CITY may request CONTRACTOR to provide Services or both Products and Services. Prior to CONTRACTOR submitting a written detailed Proposal for Services or for 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 unless 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 Department, the Manager of Procurement Services shall: a. Obtain MBE/WBE goals from the CITY'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 MBE/WBE goals; b. Have the CITY's 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 Page 2 of 20 (REV. 12-05-16) DocuSign Envelope ID: 4A025538-AE6A48F9-M7-61OB3DE1BBD0 c. Any other Legal requirements including compliance with the CITY's SLBE requirements d. if the CITY's MBE/WBE program requirements are not applicable due to not meeting the dollar thresholds. 3. If the Manager of Procurement Services 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 MBEIWBE goals, Prevailing Wage requirements, and Payment Bond and Performance Bond requirements, or SLBE requirements. If the CITY and CONTRACTOR agree to CONTRACTOR's Proposal, the CITY 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 automatically Incorporate this Contract (even If the Work Order does not specifically Incorporate this Contract). (d) CONTRACTOR shall bill the City, In a form acceptable to the City, on the following basis: monthly. Sec. 4. Effective Date of Contract. (a) Notwithstanding Section 2 of this Contract, neither party has any obligation 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 will be made, each sufficient 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 shall be the effective date of the renewal term or transition term. Sec. 5. Invoices. (a) CONTRACTOR shall submit to CITY a request for payment (hereinafter "Invoice") 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, all terms, 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 until such time as the exact amount of damages due to CITY from CONTRACTOR may be determined. MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 3 of 20 (REV. 12-05-16) DocuSlgn Emmlope ID: 4A0255384kEVA9F9-8947-610B3DE1BBD0 (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 liable for any obligation incurred by CONTRACTOR except as approved under the provisions of this Contract. (e) If CONTRACTOR Is required to most MBE/WBE goals for this Contract, CONTRACTOR shall not submit an Invoice to the City unless CONTRACTOR's Invoice is accompanied by a copy of the most recent 00485.01 MMBE Monthly Utilization Report submitted by CONTRACTOR to the City's Human Relations Department. CONTRACTOR shall remain current on CONTRACTOR's filing of 00485.01 MAMBE Monthly Utilization Reports. CITY shall not pay CONTRACTOR's Invoice unless CONTRACTOR is current on CONTRACTOR's filing of 00485.01 MMBE Monthly Utilization Reports. (f) Payment terms are net 30 days. Sec. S. Representations and Warranties of CONTRACTOR. CONTRACTOR hereby represents and warrants to the CITY the following: (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 (1) require any consent or approval of CONTRACTOR's board of directors; (II) require any authorization, consent or approval by, or registration, declaration or filing 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 CITY that purports 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 materially adverse effect on CONTRACTOR. (a) CONTRACTOR warrants that all goods and Products are sold free of any security interest and will make available to CITY all transferable warranties (Including without limitation MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 4 of 20 (REV.12-05-16) D=Sien Emrelope ID: 4AO25838-AEBA OFM47-81OB3DEIBBDO 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 IMPLIED 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 1N OR CONNECTION WITH 1) ANY SAFETY APPLICATION OR THE CONTAINMENT AREA OF A NUCLEAR FACILITY, 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 liable for any delay or failure to perform under this Agreement In the event and to the extent that such delay or failure arises out of war, civil commotion, acts of God, accident, fire or water damage, explosion, strikes or lockouts, delay in transportation, legislative action, government regulations or any other event beyond the respective party's reasonable control. Sec. 7. Survival of the Representations, Warranties and Covenants. All representations, warranties and covenants expressed herein shall survive the execution of this Contract for the benefit of the parties hereto. Sec. S. Governing Law. This Contract shall be construed and governed 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 litigation. 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 terminate this Contract, suspend CITY's performance, withhold payment or invoke any other legal or equitable remedy after giving CONTRACTOR ten (10) days written notice and opportunity to cure such default 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 (10) 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 fumished upon written request. Furthermore, CONTRACTOR's liability shall 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 liable for incidental or consequential damage. In addition, claims for shortages, other than loss In transit, must be made in writing not more than five (5) days after receipt of shipment. MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 5 of 20 (REV. 12-05-16) DocuSign Envelope ID: 4A02503&AE5&49F94W7-810B3DEIBBD0 The limitation of remedies Imposed by this Section is only applicable to Products and Goods provided by CONTRACTOR and this limitation of remedies section is not applicable 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 term, covenant, or condition hereof shall not operate as a waiver of any subsequent breach of the some or of any other term, covenant or condition. No term, covenant, 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 invoice any remedy available 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. See.13. Records. (a) For purposes of this Section: 1. "CITY° shall mean the City Auditor, the City's Internal Auditor, the City's Director of Human Relations, the City Manager, the City department administering this Contract and their delegates and agents. 2. °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 ten (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 Page B of 20 (REV. 12-05-1 B) DocuSlgn Envelope ID: 4A025838 AEBA-49FE•9947-810B3DE1BBDO (a) Submit, in print or electronic format, a copy of Contractor's current certificate of compliance to the City's Human Relations Department (HRD) prior to receiving the first payment under the Contract, unless a copy has already been submitted to HRD at any point within the previous two (2) calendar years. If, and only if, Contractor does not possess a current certification of compliance, Contractor shall submit, In print or electronic format, a copy of its affirmative action program to HRD prior to receiving the first payment under the Contract, unless a copy has already been submitted to HRD at any point within the previous two (2) calendar years. (b) Require any Subcontractor awarded a subcontract exceeding $300,000.00 to affirm that Subcontractor has an affirmative action program in place and will maintain the affirmative action program in place for the duration of the subcontract. (c) Obtain from any Subcontractor awarded a subcontract exceeding $300,000.00 a copy of the Subcontractor's current certificate of compliance 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. 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 Citys 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 failure shall be deemed a total breach of this Contract and this Contract may be terminated, canceled 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 term of this Contract. 39c.15. Tax Compliance. If the CITY's payments to CONTRACTOR exceed $180,000.01 for the period of May 1st through April 30th, CONTRACTOR shall provide proof of compliance 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 CITY 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. Sac. 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. Sec. 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 delivering 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 the date postmarked on the envelope containing such notice. Notice given In any other manner shall be effective only if and when received by the party to be notified. All 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 8t Floor, Room 102 W Kansas City, Missouri 64106 Attention: Cedric Rowan, C.P.M., Manager MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 7 of 20 (REV.12-05-16) DocuSbn Envelope ID: 4A025638-AEBA-49F9,9947-810133DE1BBD0 E-mail: ceddc.rowan(dkcmo.orn Telephone: (816) 513-0814 Facsimile: (816) 513-1066 With copies to: Law Department of Kansas City, Missouri 414 East 12th Street, 231d Floor Kansas City, Missouri 64106 Attention: Cecilia Abbott, Esq., City Attorney E-mail: cecilla.abbott9bkcmo.om Telephone: (816) 513-3127 Fax: (816) 513-3133 If to the CONTRACTOR: Grayber Electric Company, Inc. Ronald Drescher, National Sales Manager, Corporate Sales 11885 Lackland Road St. Louis, Missouri 63146 E-mail: ron.drescher@graybar.com Telephone: (301) 306-3263 Mobile: (301) 830-1424 See.18. General Indemnification. (a) For purposes of this Section only, the following terms shall have the meanings listed: 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. CONTRACTOR's Agent means CONTRACTOR's officers, employees, subcontractors, successors, assigns, invitees, and other agents. 3. CITY means CITY, its Agencies, its agents, officials, officers and employees. (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 omission, including negligence, 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 Page 6 of 20 (REV.12-05-16) DocuSign Envelope ID: 4A025638-AEBA 49F9.9947-81OB3DE1BBDo immunity, or other official immunities and protections as provided by the federal and state constitutions or by law. Sec. 19. Indemnification for Professional Negligence. If this contract is for professional services, CONTRACTOR shall indemnify, and hold harmless CITY and any of Its agencies, officials, officers, or employees from and against all claims, damages, liability, 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 performance of processional 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, officials, officers, or employees. Sec. 20. Insurance. (a) CONTRACTOR shall procure and maintain in effect throughout the term of this Contract Insurance policies with coverage not less than the types and amounts specified in this Section. CONTRACTOR must have: Commercial General Liability 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 following provisions: a. Severablilty of Interests Coverage applying to Additional Insureds b. Contractual Liability c. Per Project Aggregate Liability Limit or, where not available, the aggregate limit shall be $2,000,000. d. No Contractual Liability Limitation Endorsement e. Additional Insured Endorsement, ISO form CG20 10, current edition, or its equivalent. 2. Workers' Compensation Insurance and Employers Liability Policies as required by Missouri law. 3. Commercial Automobile Liability Insurance Policy: with a limit of $1,000,000 per occurrence, covering owned, hired, and non -owned automobiles. The Policy shall provide coverage on an "any auto° 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 claims 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 Liability Insurance with limits per claim and annual aggregate of $1,000,000. (b) All insurance policies required in this Section shall provide that the policy will not be canceled until after the Insurer provides the CITY ten (10) days written notice of cancellation in the event that the cancellation is for CONTRACTOR's nonpayment of premiums and thirty (30) days written notice of cancellation to CITY for all other reasons of cancellation. MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 9 of 20 (REV. 12-05-16) DocuSign Envelope ID; 4A025636-AEBA 49F9-9947-B10B3DE1BBD0 (c) The Commercial General and Automobile Liability Insurance Policies specified above shall provide that CITY and Its agencies, agents, officials, officers, and employees, while acting within the scope of their euthorlt r, will be named as additional insureds for the services performed under this Contract. CONTRACTOR shall provide to CITY at execution of this Contract a certificate of Insurance showing all required endorsements and additional insureds. (d) All insurance policies must be provided by Insurance Companies that have an A.M. Bests 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 term 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. In the event CONTRACTOR fails to maintain the required insurance coverage in effect, CITY may declare CONTRACTOR in default. (f) 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 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 arm's length prior to entering a final contract that is acceptable to both the CITY and the CONTRACTOR. After negotiation and discussion, CONTRACTOR and CITY have Incorporated multiple documents into this Agreement and the meaning of some of the words used in the Agreement may be uncertain, incomplete or duplicative 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 CITY's taxpayers receive the benefit or advantage In the construction and interpretation of this Agreement, regardless of the normal 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 supplier, 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 Page 10 of 20 (REV. 12-05-1 B) DocuSlgn Envelope ID: 4AC25638-AEBA49FI-9947-81OB3DE1BBDO 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. Sec. 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 some 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 electronic means shall be proof of the execution of this Contract and shall be acceptable in a court of law. Sec. 23. Guaranteed Lowest Pricing. CONTRACTOR certifies that this Contract contains CONTRACTOR's lowest 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 currently extended to any other similarly situated government, governmental entity, political subdivision, city, state, school district or other public entity customer, for the same goods, in equal or seller quantities, as part of similar market basket, and under similar terns. Sec. 24. Assignability 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 material breach of this Contract. This provision shall not prohibit contractor from subcontracting as otherwise 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 identified the subcontractor, it shall constitute a material breach of this Contract. The utilization of subcontractors shall not relieve Contractor of any of its responsibilities 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 cease 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 liable 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 Page 11 of 20 (REV. 12-05-16) DocuSign Envelope ID: 4AO25838 AEBA gFS-M7-810B3DE1 BBDO Sec. 25. Professional Services — Conflict of Interest Certlflcatlon. If this Contract Is for professional services other than for medical doctors or appraisers, CONTRACTOR certifies that CONTRACTOR Is not an expert witness for any party in litigation against the CITY at the time of the issuance of this Contract. Sec. 26. 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 implementation of the requirements of this Section. (b) CONTRACTOR shall provide the same U.S. Communities national 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 Solicitations and other public sector Construction and Maintenance Solicitations 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 entities and save the taxpayers money. Sec. 27. Employee Eligibility Verification. CONTRACTOR shall execute and submit an affidavit, in a form 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 law to work in the United States as defined in 8 U.S.C. §1324a(h)(3). CONTRACTOR shall attach to the affidavit documentation sufficient to establish CONTRACTOR's 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 httos:l/e- verify. uscis.nov/enroll/StartPage.asDx?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 complying 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. Sec. 28. Emergencies. (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 potential to result In a significant loss of life or property. (b) During and after a disaster, CONTRACTOR shall provide special services to the CITY including CONTRACTOR shall open CONTRACTOR's facilities even on nights and weekends as necessary to meet the needs of the City during a disaster. (c) CONTRACTOR shall not charge CITY any fee for opening facilities during an emergency or for extending CONTRACTOR's 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 Page 12 of 20 (REV. 12-0&10) DocuSlgn Envelope ID: 4A025538-AE8A-49F8-9847.810B3DE1BBD0 disaster and CONTRACTOR shall not charge CITY any additional 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 utilize additional CONTRACTOR personnel to take CITY orders if 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 quickly to CITY as needed. (g) CONTRACTOR shall cooperate with CITY to properly 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.O.B. Destination. All deliveries 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 normally 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 materials 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 manufacturers, may include shipping or handling charges. Any shipping, handling or other costs will be negotiated at time of order. Sec. 31. Quality. 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 Identified In accordance with commercial standards acceptable to the trade and as required by ICC and other federal and state regulations. Packing slips will accompany the shipment. Sec. 32. Brand Name or Equal. Whenever the name of the manufacturer or the supplier 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 return at the CONTRACTOR'S expense all Items that are not acceptable as MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 13 of 20 (REV. 12-05-16) DocuSlgn Envelope ID: 4A025638-AEBA-49F9-9947.810B3DE1BBD0 equals, said Items to be replaced by the CONTRACTOR with satisfactory items at the original submitted 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 limit 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 govemment, governmental entity, political subdivision, city, state, school district or other public entity customer, for the some goods, in equal or less quantities, as part of the similar market basket, and under similar terms. Sec. 34. Sellers Invoice. Invoices shall be prepared and submitted in duplicate to address shown on the purchase order. Separate invoices are required for each purchase order. Invoices shall contain the following information: purchase order number, item number, description of supplies or services, sizes, unit of measure, quantity, unit price, and extended totals. Sec. 35. Inspection and Acceptance. Inspection and acceptance will be at destination unless specified otherwise, and will 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 negligence of the CITY. CONTRACTOR will be notified of rejected shipments. Unless agreed otherwise, Items will be returned freight collect. Sec. 36. 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 obligation 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 until after receipt of the items. Sec.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. 36. Tax Exemption - Federal and State. (a) The CITY Is exempt from Federal 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 term 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 considered items of current expense. Purchase orders are MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 14 of 20 (REV. 12-05-16) Doa3ign Envelope ID: 4AO25538-AEBA OFO-M7-61OB3DEIBBDO 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 and of the original term or renewal term and the CITY shall not be obligated to make further payments beyond the then current original or renewal term. The CITY will provide notice of Its Inability to continue the lease or contract at such time as the Manager of Procurement Services Is aware of the nonappropriation of funds; however, failure to notify does not renew the term 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. Sec. 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 building, road, street, public utility 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 forms. (b) All Bonds shall be executed by such sureties as are named in the current list of "Companles Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Compenles" as published in Circular 570 (amended) by the Financial 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 furnished 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 Is located or it ceases to most 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'licensed in the State of Missouri and In the jurisdiction in which the Project is located, if 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 fumished 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 Page 15 of 20 (REV. 12-05-16) DocuSign Envelope ID: 4AG25636-AEVA9F9-9947-810B3DE1BBDO Sec. 41. Prevailing 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 prevailing wage In accordance with this Section and the Law. Under the Law, work that meets the definition of "construction" "includes 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 facilities Is not thereby changed or increased." 1. Contractor shall comply and require its 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 CS 30-3.060, 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 applicable 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 applicable Wage Increase, shall be deemed incorporated herein and shall apply to and remain in effect for the duration of the additional term. The new Wage Order and any applicable 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 all workers performing work under this Contract not less than the prevailing hourly rate of wages for the class or type of work 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 Its 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 entitled "Pre -contract Certification" that sets forth the Subcontractor's prevailing wage and tax compliance 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 written request. 5. Contractor shall keep and require each of its Subcontractors engaged in 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 public works In performance of the Contract to keep full and accurate records on City's "Daily Labor Force Report" Form indicating the worker's name, occupational title or classification group and skill and the workers' hours. City shall furnish blank copies of the Daily Labor MASTER CONTRACT FOR PRODUCTS AND SERVICES Page IS of 20 (REV. 12-05-16) DocuSign Envelope ID: 4A025538-AEBA-4gF&0647-81083DE1BBD0 Force Report Form to Contractor for its use and for distribution to Subcontractors. Contractor shall submit its and its Subcontractors Daily 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, occupation(s), craft(s) of every worker employed in connection with the public work together with the number of hours worked by each 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 in the construction of public works in performance 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 Daily Labor Force Report, documents used to compile Information for the Certified Payroll 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 Industrial 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 offios and shall provide the Records to the City electronically at City's sole discretion. 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 legible 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 Page 17 of 20 (REV. 12-M-1 B) DocuSign Envelope ID: 4A025038-AEBA49FO-9947-810B3DE1BBDO Information affixed thereto pursuant to requirements of s regulatory agency of the state or federal government 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. 10. Contractor shall and shall require its Subcontractors to cooperate with the City and the Department of Labor and Industrial Relations In the enforoement 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 during 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, affidavits -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• final payment until the affidavits, in proper form and order, from Contractor and each of Its Subcontractors, are flied by Contractor. 12. Contractor 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 prevailing 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 section(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 this Contract, withhold and retain therefrom all sums and amounts due and owing as a result of any violation of sections 290.210 to 290.340; RSMo. B. Prevailing Wage Damages. Contractor acknowledges and agrees that, based on the experience of City, violations of the Missouri Prevailing Wage Act, whether by Contractor or its Subcontractors, commonly result in additional costs to City. Contractor agrees that additional costs to City for any particular violation are difficult to establish and include but are not limited to: costs of construction delays, additional work for City, additional Interest expenses, investigations, and the cost of establishing and maintaining a special division working under the City Manager to monitor prevailing wage compliance. 1. In the event of the fallure by Contractor or any of Its Subcontractors to pay wages as provided In the Missouri Prevailing Wage Act, City shall be entitled 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 prevailing hourly rate of wages, to approximate the additional 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 fails 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 Page 18 of 20 (REV.12-05-1 B) DocuSign Envelope ID: 4A025838-AESA-49FO-9947-81083DE1BBDp C. Excessive Unemployment. 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. "Nonrestrictive States"'means states identified by the Missouri Department of Labor and Industrial Relations Division of Labor Standards that have not enacted state laws restricting Missouri laborers from working on public works projects. A list of Nonrestrictive States can be found on the Division web site at hftD_:Mm-Nw.dolir.mo.00v/lslindex.htm. 3. A period of Excessive Unemployment is declared when the Missouri Department of Labor and Industrial Relations Division of Labor Standards provides notice of such declaration. When in effect, notice will be provided on the Division web site at hUI2:/lwww.dolir.mo.cov/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, It will employ and require all Subcontractors of whatever tier to employ only 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 in writing to City and City issues a written approval.This provision does not apply to regularly employed nonresident executive, supervisory or technical employees. Sec. 42. Workforce. If Contractor is required to pay prevailing wages for the work.performed pursuant to this Contract, Contractor agrees to comply with all requirements of City's Construction Employment Program as enacted in City's Code, Sections 3-501 through 3-525 and as hereinafter amended. Contractor shall meet or exceed the construction employment goals unless the some shall have been waived in the manner provided by law. Contractor's compliance with this provision is a material part of this Contract. Contractor shall comply with City's Workfome 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 applications to City's provided system for all applicable personnel and shall require subcontractors to maintain applications. MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 19 of 20 (REV. 12-05-16) DocuSlpn Envelope ID: 4A025638-AE6A-49F94947-810B3DEIBBD0 Kerili T:7fTelf•l Z] I hereby certify that I have the authority to execute this document on behalf of CONTRACTOR. CO Graybar Electric Company, Inc. B- 6044AFe0F14C41Gs1iP, Sales T' e: Date: 11/30/2017 Title: pis. e. �+f Dr...+� Aram ftaf Qaradwaa Date: MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 20 of 20 (REV. 12-05-16)