Resolution No. 82391
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RESOLUTION NO. 8239
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN EQUIPMENT PURCHASE CONTRACT BY AND BETWEEN THE
CITY OF VERNON AND GRAYBAR ELECTRIC COMPANY, INC.
WHEREAS, the City of Vernon has installed a fiber optic
backbone ring that traverses the existing City right-of-way to connect
various City operations and facilitate the establishment of an
alternate communications system among its buildings and facilities;
and
WHEREAS, the City of Vernon is interested in expanding its
existing multiplexing network to connect its remote facilities to its
control and monitoring center (the "Fiber Optic Network Extension");
and
WHEREAS, the Community Services & Water Department believes
International Fiber Systems ("IFS") to be the leading manufacturer of
fiber optic transceivers and the only manufacturer of media converter
transceivers that provide lifetime warranty on its products; and
WHEREAS, the Community Services & Water Department is
requesting the purchase of (a) point-to-point data transceivers
manufactured by IFS (b) self -healing ring/fault-tolerant data
transceivers manufactured by IFS; and (c) rack -mount card cages with
26-plates manufactured by IFS (collectively referred to as "Fiber
Optic Transceivers"); and
WHEREAS, the Community Services & Water Department sought
informal quotes from distributors of IFS products for the purchase of
the Fiber Optic Transceivers; and
WHEREAS, the Community Services & Water Department believes
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Graybar Electric Company, Inc. ("Graybar") to be the only supplier of
the Fiber Optic Transceivers who can provide the equipment that meets
the Department's specifications and requirements; and
WHEREAS, by letter dated June 26, 2003, Bruce V. Malkenhorst,
City Administrator/City Clerk, recommended that Graybar be retained to
provide the optical transceivers manufactured by IFS needed for the
Fiber Optic Network Extension; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into a contract with Graybar for the purchase of the
Fiber Optic Transceivers.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION l: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Equipment Purchase Contract, with Graybar Electric
Company, Inc., a copy of which is attached hereto as Exhibit "A" and
made a part hereof.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Contract for,
and on behalf of, the City of Vernon.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send one fully executed
Agreement to:
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Graybar Electric Company, Inc.
Attn. Karla Marquis
383 S. Cheryl Lane
Walnut, CA 91789
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 2"d day of July, 2003.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
EONIS C. MA BURG, Aayor
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8239, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, July 2,
2003, and thereafter was duly signed by the Mayor of the City of
Vernon.
(SEAL)
BRUCE V. MALKENHORST, City erk
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EXHIBIT
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EQUIPMENT PURCHASE CONTRACT
THIS CONTRACT is made, entered into and executed in duplicate
originals, either copy of which may be considered and used as the
Tu1r
original hereof for all purposes, as of this day of Pamy, 2003,
in the City of Vernon, County of Los Angeles, California
BY AND BETWEEN
�_�
THE CITY OF VERNON
(hereinafter referred to as
"City")
4305 Santa Fe Avenue
Vernon, CA 90058
GRAYBAR ELECTRIC COMPANY, INC.
(hereinafter referred to as
"Graybar")
383 S. Cheryl Lane
Walnut, CA 91789
WHEREAS, the City has installed a fiber optic backbone ring
that traverses the existing City right-of-way to facilitate the
establishment of an alternate communications system among its
buildings and facilities; and
WHEREAS, the fiber optic ring is used to connect various
City operations; and
WHEREAS, City is interested in expanding its existing
multiplexing network to connect the control center and remote City
facilities in the City to its fiber network (hereinafter referred to
as "Fiber Optic Network Extension"); and
WHEREAS, International Fiber Systems ("IFS") is a leading
manufacturer of fiber optic transceivers and the only manufacturer of
media converter transceivers that provide lifetime warranty on its
products; and
I WHEREAS, the City's Community Services & Water Department
2 has determined that, in order to facilitate the Fiber Optic Network
3 Extension, the City needs to purchase: (a) thirty (30) point-to-point
4 Data Transceivers manufactured by IFS; (b) twelve (12) RS-232 Self-
5 healing Ring/Fault-Tolerant Data Transceivers manufactured by IFS;
6 and, (c) three (3) 19" rack -mount card cages with twenty-six (26)
7 plates manufactured by IFS (hereinafter collectively referred to as
8 "Fiber Optic Transceivers"); and
9 WHEREAS, Graybar prepared a Quotation (Project No. 154-
10 02330414") dated April 4, 2003 (hereinafter the "Quotation"), a copy
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of which is attached hereto as Exhibit "A" and made a part hereof; and
12 WHEREAS, Graybar is a distributor of IFS products; and
13 WHEREAS, Graybar represents that it is qualified and capable
14 of furnishing Fiber Optic Transceivers meeting the specifications and
15 requirements of the Community Services & Water Department, as provided
16 for in the Quotation, and is willing to do so on the terms and
conditions set forth below; and
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WHEREAS, the City desires to enter into an agreement with
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Graybar to provide for the purchase and delivery to the City of the
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Fiber Optic Transceivers.
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NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
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FORTH HEREIN:
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1. Purchase. Graybar agrees to sell and deliver the Fiber
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Optic Transceivers meeting the specifications and requirements of the
24 Community Services & Water Department as described in detail in the
25 attached Exhibit "A." In the event of a conflict between the Quotation
26 and this Contract, the terms of this Contract shall prevail.
27 2. Time of Performance. Graybar's performance as
28 identified herein shall commence upon the signing of this Contract by
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I both parties and shall end when Graybar has completed the transaction
2 as set forth herein, unless otherwise terminated or extended.
3 3. Price. Consistent with the Quotation, Graybar agrees
4 to sell and deliver to the City (a) thirty (30) point-to-point Data
5 Transceivers manufactured by IFS; (b) twelve (12) RS-232 Self -healing
6 Ring/Fault-Tolerant Data Transceivers manufactured by IFS; and (c)
7 three (3) 19" rack -mount card cages with twenty-six (26) plates
8 manufactured by IFS for the total not to exceed sum of Forty -Six
9 Thousand Nine Hundred Three Dollars and Twenty -Five Cents ($46,903.25)
10 plus tax and shipping.
11 4. Payment Terms. City agrees to pay Graybar net thirty
12 (30) days after City's receipt of an invoice, delivery, and City's
13 acceptance of the Fiber Optic Transceivers, the total amount due under
14 the Contract.
15 5. Change and Extra Services. City reserves the right to
16 request changes in the equipment design, delivery dates, or additions
17 to or deletions from the equipment purchased from Graybar. All such
18 changes shall be incorporated in written change orders executed by
19 City and Graybar and shall specify the changes ordered and the
20 adjustment of prices, delivery schedules and warranties. Any
21 equipment or services added under this section shall be executed under
22 all applicable conditions of this Contract. No claim for additional
23 compensation or extension of time shall be recognized unless contained
24 in a duly executed change order.
25 6. Cancellation/Default. In the event that Graybar
26 commits a breach of a material condition of this Contract, City shall
27 notify Graybar in writing of said breach and if Graybar has not cured
28 or begun reasonable efforts to cure after fifteen (15) days of receipt
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I of said notice, and fails to diligently pursue corrective action, City
2 shall have the right to cancel this Contract for cause based on
3 Graybar's default. Graybar shall be responsible for any direct costs
4 due to City's re -procurement of the equivalent of the equipment or
5 services cancelled from Graybar. Graybar's liability for these excess
6 costs shall not exceed the value of the Purchase Order.
7 7. Confidential Information.
8 A. Access to Confidential Information. City may
9 provide Graybar and/or its subcontractor with, or allow Graybar access
10 to, certain information not available to the public concerning City,
11 or businesses located in City. The information may include company
12 information, taxes, sales, value of assets, or other such information.
13 All such information shall be known as "Confidential Information" and
14 may not be used to circumvent the responsibility of either party to
15 this Contract.
16 B. No Disclosure. Except as expressly permitted,
17 Graybar and/or its subcontractor shall not disclose, permit the
18 disclosure of, release, disseminate, or transfer, whether orally or by
19 any other means,.any part of such Confidential Information to any
20 other person or entity, whether corporate, governmental, or
21 individual, without the express prior written consent of an authorized
22 representative of City. Graybar and/or its subcontractor shall return
23 any written Confidential Information and all copies made of such items
24 to City upon City's written request, but in any event not later than
25 the date that Graybar has performed all services to be performed
26 pursuant to this Contract. Graybar hereby agrees that such
27 Confidential Information and any documents provided may be used by
28 Graybar and/or its subcontractor only as authorized by the City.
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I Graybar shall include a contract provision in its contract with
2 subcontractors that binds the subcontractors to this non -disclosure
3 requirement. Graybar shall take reasonable measures to avoid any
4 disclosure of any such Confidential Information to any unauthorized
5 person.
6 C. Court Ordered Disclosure. Graybar shall
7 immediately notify City of any court order or subpoena requiring
8 disclosure of Confidential Information, and shall cooperate with
9 City's legal counsel in responding to any such order or subpoena.
10 Graybar may only disclose Confidential Information required to be
11 disclosed pursuant to court order or subpoena after legal counsel has
12 exhausted any lawful and timely appeal or challenge.
13 D. Remedies. In addition to any other remedies that
14 it may have at law or in equity, City shall be entitled to a temporary
15 and permanent injunction by a court of competent jurisdiction against
16 any breach or threatened breach of the Confidential Information
17 provisions of this Agreement. Graybar acknowledges that in case of
18 such breach or threatened breach of said provisions, City would have'
19 no adequate remedy at law.
20 8. Warranties. Graybar warrants title to the Fiber Optic
21 Transceivers purchased hereunder and any part thereof to be free of
22 any claim of any security interest, lien or any encumbrance. Graybar
23 also warrants that the equipment will be delivered new and shall be
24 free from defects in material and workmanship. All manufacturers'
25 lifetime warranties, any warranties typically provided by IFS, and any
26 other warranties made applicable by law shall apply to the City's
27 purchase of the Fiber Optic Transceivers.
28 9. Compliance with Laws. Graybar shall strictly observe
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I and comply with all applicable federal, state, and local laws,
2 ordinances and regulations governing this sale, including but not
3 limited to any permit or license requirements of the United States
4 Department of Commerce, as well as any laws of the United States of
5 America.
6 10. Governing Law. The validity, interpretation and
7 performance of this Contract shall be controlled and construed under
8 the laws of the State of California.
9 11. Forum Selection. Any action brought relating to this
10 Contract shall be brought and held exclusively in a State Court in the
11 County of Los Angeles, California.
12 12. Notices. Notices to the parties, unless otherwise
13 requested in writing, shall be sent to:
14 City: THE CITY OF VERNON
15 ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
16 4305 SANTA FE AVENUE
VERNON, CA 90058-0805
17
18 Graybar: GRAYBAR ELECTRIC COMPANY, INC.
ATTN: KARLA MARQUIS
19 383 S. CHERYL LANE
WALNUT, CA 91789
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13. General Provisions.
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22 A. Independent Contractor. At all times during the
23 term of this Contract, Graybar shall be an independent contractor and
shall not be an employee of the City. The City shall have the right
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25 to control Graybar only insofar as the results of Graybar's services
26 rendered pursuant to this Contract; however, the City shall not have
27 the right to control the means by which Graybar accomplishes services
28 rendered pursuant to the Contract except to the extent that such
9Me
I services involve the use of City property or Confidential Information.
2 B. Graybar Not Agent. Except as the City may specify
3 in writing, Graybar shall have no authority, express or implied, to
4 act on behalf of the City in any capacity whatsoever as an agent.
5 Graybar shall have no authority, expressed or implied, pursuant to
6 this Contract to bind the City to any obligation whatsoever.
7 C. Indemnification. Graybar shall indemnify, defend,
8 protect and hold the City and its officers, agents and employees, free
9 and harmless from and against any and all claims, demands, losses,
10 damages, liabilities, fines, charges, penalties, orders, judgments and
11 all costs -and expenses incurred in connection therewith, including
12 reasonable attorney's fees and costs of defense arising out of or
13 attributable to the negligent or wrongful acts of Graybar or its
14 subcontractors, employees or agents in the performance of services
15 under this Contract, except to the extent arising from or caused by
16 the sole negligence or willful misconduct of the City, its officers,
17 agents or employees.
18 D. Insurance. Graybar agrees to provide insurance in
19 the amounts and forms specified in Exhibit "B," which is attached
20 hereto.and made a part hereof by reference. Comparable coverage shall
21 be provided for each subcontractor used in the performance of this
22 Contract. Graybar shall submit to the City documentation indicating
23 compliance with these minimum requirements no less than one (1) day
24 prior to the beginning of performance under this Contract. Graybar
25 shall not commence performance of its services under this Contract
26 until the above insurance has been obtained and proof of insurance has
27 been filed with and approved by the City.
28 E. Assignment and Subcontracting Prohibited. No
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I party to this Contract may assign or subcontract any right or
2 obligation pursuant to this Contract except as provided for in the
3 Quotation or with the express written consent of the other party. Any
4 other attempted or purported assignment of any right or obligation
5 pursuant to this Contract shall be void and of no effect.
6 F. Entire Agreement. This Contract constitutes the
7 complete and final expression of the agreement of the parties and is
8 intended as a complete and exclusive statement of the terms of their
9 agreement and supersedes all prior and contemporaneous offers,
10 promises, representations, negotiations, discussions, communications
11 and agreements which may have been made in connection with the subject
12 matter hereof. All exhibits are incorporated by reference. Graybar
13 represents that in entering into this Contract it has not relied on
14 any previous representations.or understandings of any kind or nature.
15 G. Partial Invalidity. Wherever possible, each
16 provision hereof will be interpreted in such manner as to be effective
17 and valid under applicable law, but in case any one or more of the
18 provisions contained herein will, for any reason, be held to be
19 invalid, illegal or unenforceable in any respect, such provision will
20 be ineffective to the extent, but only to the extent of such
21 invalidity, illegality or unenforceability without invalidating the
22 remainder of such provision or provisions or any other provision
23 hereof, unless such a construction would be unreasonable or contrary
24 to the parties' intent as expressed in this Contract.
25 H. Time of the Essence. Time is of the essence in
26 the performance of this Contract and of each and every provision
27 hereof.
28 I. Risk of Loss. Risk of loss or damage shall pass
MI-M
I to the City upon delivery FOB the City.
2 J. Benefit of Agreement. This Contract shall bind
3 and benefit the parties hereto and their heirs, successors, and
4 permitted assigns.
5 K. Waiver. Any waiver at any time by either party of
6 its rights with respect to a default under this Contract, or with
7 respect to any other matters arising in connection with this Contract,
8 shall not be deemed a waiver with respect to subsequent default or
9 other matter.
10 L. Amendment. All changes or modifications to this
11 Contract shall be in writing stating that it is an amendment to this
12 Contract and shall be signed by both parties or their duly authorized
13 agents. This Contract shall not be modified through course of
14 dealing, usage or trade.
15 M. Force Majeure. Neither party shall be considered
16 to be in default in any of its obligations under this Contract when a
17 failure of performance shall be due to an uncontrollable force. The
18 terms "uncontrollable force" shall mean any cause beyond the control
19 of the party affected, including, but not restricted to, flood,
20 earthquake, storm, fire, lightening, epidemic, war, riot, civil
21 disturbance or disobedience, sabotage, federal, state, or municipal
22 action, statute, ordinance, or regulation, embargoes or the United
23 States Government or any other government, which by exercise of due
24 diligence such party could not reasonably have been expected to avoid
25 and by exercise to due diligence has been unable to overcome. Either
26 party rendered unable to fulfill any of its obligations under this
27 Contract by reason of an uncontrollable force, shall give written
28 notice within five (5) business days of such fact to the other party
I and shall exercise due diligence to remove such inability with all
2 reasonable dispatch.
3 IN WITNESS WHEREOF, the parties have caused this Contract to
4 be executed by and through their authorized officers on the date,
5 month and year first written above.
6 CITY OF VERNON
7 By:
LEONIS C. MALBURG, Mayor
8 ATTEST:
9
10 BRUCE V. MALKENHORST, City Clerk
11 APPROVED AS TO FORM:
12
EDUARDO OLIVO, City Attorney
GRAYBAR ELECTRIC COMPANY, INC.
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By:
15 T t1e : 1W eV,[.� Aloe/ " iV' a
16 By:_ +.n
W�
t
17 Title:
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THOMAS F. Dowo
VICE PRESIDENT -SECRETARY
AND GENERAL COUNSEL
TEL: 314-512.9221
FAX: 314-512-9445
Gray IT—aR
34 NORTH MERAMEG AVENUE
P.O. BOX 7231
ST. LOUIS, MO 63177
SECRETARY'S CERTIFICATE
I, T. F. Dowd, hereby certify that I am Secretary of Graybar Electric Company, Inc., a New York
corporation, with its principal office at Clayton, Missouri; that as such I am custodian of the records and
official seal of said Corporation, and that the following is a true and correct copy of a resolution duly
adopted by the Board of Directors of said Corporation at a meeting held in Glendale Heights, Illinois on
September 12,1996:
Upon motion duly made and seconded, the following resolution was unanimously adopted:
"RESOLVED, that the Area Manager, Branch Manager, Manager-Comm/Data Sales or
Manager -Customer Service is hereby authorized to sign and/or execute in the name and on behalf
of the Corporation:
1) Formal Contracts, including applicable performance bonds, arising from invitation, bid, and
acceptance forms which become orders upon acceptance by buyer on which the total amount
does not exceed $200,000.
2) Other Proposals and Bids where the amount does not exceed $400,000."
Further, that the foregoing meeting was convened and the proceedings held in accordance with
the law and the charter and by-laws of said Corporation, and have not been revoked, annulled, or
amended.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the
Corporation the 4th day of September, 2001.
Secretary of
GRAYBAR ELECTRIC COMPANY, INC.
5-20 (Rev. 9/12/96) (Branch - Contracts, Bids, etc.)
EXHIBIT
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383 S CHERYL LANE
WALNUT, CA 91789
Phone:916-787-3423 Fax:916-787-3599
To: VERNON, CITY OF
Attn : Ali Nour
Phone: 323-583-8811
Fax: 323-826-1435
Email : ANour@ci.vemon.ca.us
Date: 4/4/2003
Project Name: INTL FIBER SYSTEMS
Graybar Project # : 154-02330414
Reference :
Quoted Date: 4/4/2003
Quotation Expires In : 30 DAYS
Graybar Contact: ARLETA WILKINSON
Email : arleta.wilkinson@gbe.com
Proposal
We Appreciate Your Inquiry And Take Pleasure In Responding As Follows:
REM QTY SUPPLIER CATALOG # DESCRIPTION CD UNIT PRICE TOTAL
Miscellaneous Section
15 (IFS)
D9130E-13
N 852.27 E
12,784.05 *
15 (IFS)
D9130E-R3
N 795.45 E
11,931.75 *
2 (IFS)
D19130SHR-R3
N 1,704.55 E
3,409.10 *
10 (IFS)
D19130SHR
N 1,704.55 E
17.045.50 *
3 (IFS)
R3
RACK N 454.55 E
1,363.65 *
26 (IFS)
R3-13P
N 14.20 E
369.20 *
Miscellaneous Sub -total:
46,903.25
FOB: Shipping point unless noted. Estimated freight cost of $SIGNED
300 to ship UPS Ground.
Delivery :
FINANCING OPTIONS
Tax at 8.25% : 3,869.52
TOTAL: 50,772.77
$1,586.27 per month for 36 months $1,051.10 per month for 60 months
The monthly payments shown are an estimated cost to finance the listed material through Graybar Financial Services (GFS) and may not Include applicable
taxes, installation and freight. Two payments are required in advance. The material may be purchased for $1 at lease termination. Subject to GFS credit
approval. Rates may change after 90 days from the date of this quote. Call GFS @ 1-800-241-7408 for other financing options.
24 HOUR EMERGENCY
WWW.GRAYBAR.com PHONE # 1-800-GRAYBAR
' - Taxable Items
Graybar Electric Company's Standard Terms and Conditions of Sale Apply -Terms and Conditions are Available Upon Request
VISA DISCOVER MASTER CARD AMERICAN EXPRESS
Page: 1 of 1 '
GRAYBAR TERMS AND CONDITIONS:
1. ACCEPTANCE OF ORDER; TERMINATION - Acceptance of any order is subject to credit approval and acceptance of order by Seller and
Seller's supplier. If Buyer's credit becomes unsatisfactory to Seller, Seller reserves the right to terminate upon notice to Buyer and without
liability to Seller.
2. PRICES AND SHIPMENTS - Unless otherwise quoted, prices shall be those in effect at time of shipment
3. PAYMENT TERMS - All discountable invoices are eligible for castrdiscount if paid by the 10th of the month following billing date. All net
invoices are due on the 15th of month following billing. As a condition of the sales agreement, a monthly service charge of the lesser of
1-1/2% or the maximum permitted by law may be added to all accounts not paid by net due date. Pro Card, Visa, Mastercard, American
Express and Discover credit cards are accepted for payment at the point of purchase only.
4. RETURN OF GOODS - Credit will be allowed for goods returned with prior approval. A deduction will be made from credits issued to cover
cost of handling.
5. TAXES - Prices shown do not include sales or other taxes imposed on the sale of goods. Taxes now or hereafter imposed upon sales or
shipments will be added to the purchase price. Buyer agrees to reimburse Seller for any such tax or provide Seller with acceptable tax
exemption certificate.
6. DELAY IN DELIVERY - Seller is not to be accountable for delays in delivery occasioned by acts of God or other circumstances over which
Seller has no direct control. Factory shipment or delivery dates are the best estimates of our suppliers, and in no case shall Seller be liable for
any consequential or special damages arising from any delay in delivery.
7. WARRANTIES - Seller warrants that all goods sold are free of any security interest and will make available to Buyer all transferable
warranties made to Seller by the manufacturer of the goods. SELLER MAKES NO OTHER EXPRESS OR 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 IN OR IN CONNECTION WITH A NUCLEAR FACILITY.
8. LIMITATION OF
aeuers naomry snap De mmnea to either repair or
replacement o or -rbTfind of the purchase price, all at Seller's option, and in no case shall Seller 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.
9. WAIVER - The failure of Seller to insist upon the performance of any of the terms or conditions of this contract or to exercise any right
hereunder shall not be deemed to be a waiver of such terms, conditions or rights in the future, nor shall it be deemed to be a waiver of any
other term, condition, or right under this contract.
11. REELS - When the Seller ships returnable reels, a reel deposit will be included in the invoice. The Buyer should contact the nearest
Graybar service location to return reels.
EXHIBIT
1 EXHIBIT B
2 INSURANCE SCHEDULE
3 Graybar shall provide proof of insurance, including a standard certificate of insurance, in at least the
following amounts and coverage (combined single limit permitted):
4
I. Coverage and Limits
5 Bodily Injury Property Damag
6 Hazards Each Person Each Accident Each Accident
7 Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
8 Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
9 Workers' Compensation $ Statutory
10 Employers' Liability $1,000,000 per employer
11 II. General
12 General Liability $1,000,000 $2,000,000 $1,000,000
13 Premises Operations $1,000,000 $2,000,000 $1,000,000
Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000
14 Independent Contractors $1,000,000 $2,000,000 $1,000,000
Products - Completed Operations $1,000,000 $2,000,000 $1,000,000
15 Contractual Liability $1,000,000 $2,000,000 $1,000,000
16 Umbrella Liability $2,000M0 $2,000,000 $2,000,000
17 a. The general liability policy shall contain the following special endorsements which shall be noted on or
attached to the standard certificate of insurance:
18
1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds
19 under the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
20 reduction of coverage.
21 3. An endorsement providing coverage for all operations under this Contract.
4. Such other endorsement as may be required by addendum hereto.
22
b. In addition to the standard certificate of insurance, proof of general and professional liability coverage
23 shall be furnished in the form checked below. Only certification of the following_ proofs will be
24 accepted:
25 X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and
statements in the standard certificate of insurance (attached thereto) are true and correct and that
26 the signator is an officer authorized to so certify.
27 _ A copy of each policy certified by an officer of the underwriter or carrier and notarized.
28
EXHIBIT B
SUPPORTING
DOCUMENTS
----6TY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro—Tem
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman -
CITY HALF
� 0.ARDO OLIVO
City Attorney
l FAX: (562) 869-1883
\\ KEVIN WILSON
Director of Community Services & Water
FAX: (323) 826-1435
KENNETH J. DeDARIO
Director of Utilities
FAX: (323) 826-1425
STEVEN E. PARKER
Fire Chief
FAX: (323) 826-1407
BRUCE V. MALKENHORST BRUCE W. OLSON
City Administrator/City Clerk 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 Police Chief
FAX (323) 826-1438 TELEPHONE (323) 583-8811 FAX: (323) 826-1481
r tn
June 26, 2003 6���
City Council �,�j
City of Vernon-'\��
Honorable Members:
In order to continue with the Fiber Optic Network extension into City
facilities the following firms need to be retained for completion of
this project:
• VCI Telecom, Inc., to provide construction services at a
cost not -to -exceed $273,729.00.
• Pirelli Cable to provide the necessary fiber optic cable for
the extension at an approximate cost of $90,800.20.
• RFL Electronics to provide optical multiplexing components
and configuration services at an approximate cost of
$26,636.00.
• Graybar Electric to provide optical transceivers
manufactured by IFS at an approximate cost of $46,903.25.
This has been reviewed by the Director of Community Services and Water
and the City Attorney. It is hereby recommended that the
aforementioned firms be retained for the Vernon Fiber Optic Network
Extension Project.
Very truly yours,
Bruce V. Malkenhorst
City Administrator/City Clerk
BVM/gm
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator/City Clerk
FAX (323) 826-1438
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
July 8, 2003
Graybar Electric Company, Inc.
383 S. Cheryl Lane
Walnut, CA 91789
Attn: Karla Marquis
Re: Equipment Purchase Contract
Dear Ms. Marquis:
EDUARDO OLIVO
City Attorney
FAX: (562) 869-1883
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 826-1435
KENNETH J. DeDARIO
Director of Utilities
FAX: (323) 826-1425
STEVEN E. PARKER
Fire Chief
FAX: (323) 826-1407
BRUCE W. OLSON
Police Chief
FAX: (323) 826-1481
In accordance with Section 13.D of said contract, you are to furnish
the City with proof of Insurance as set forth in the Insurance
Schedule, Exhibit "B" of the agreement.
Please submit your proof of insurance to Joan Francone, Risk Manager,
for review and approval. Upon receipt of said documentation this
office will forward to you a fully executed duplicate original
agreement.
If you should have any questions, please contact Joan Francone at ext.
322.
Very truly yours,
za-,(,ro
o a Orosco
Chief Deputy City Clerk
GJO/gm
cc: Joan Francone
Kevin Wilson
Dolores Fonseca
Resolution No. 8239
Agreement File No. 03-059
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. "BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator/City Clerk
FAX (323) 826-1438
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
Graybar Electric Company, Inc.
383 S. Cheryl Lane
Walnut, CA 91789
Attn: Karla Marquis
Re: Equipment Purchase Contract
Dear Mrs. Marquis:
EDUARDO OLIVO
City Attorney
FAX: (562) 869-1883
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 826-1435
September 17, 2003
KENNETH J. DeDARIO
Director of Utilities
FAX: (323) 826-1425
STEVEN E. PARKER
Fire Chief
FAX: (323) 826-1407
BRUCE W. OLSON
Police Chief
FAX: (323) 826-1481
Transmitted herewith is an original of the above referenced contract
approved by the Vernon City Council on July 2, 2003.
If you have any questions regarding this matter, please call Mr. Kevin
Wilson at (323) 583-8811 ext. 245.
Very truly yours,
lor'a J. Oro cc
Chief Deputy City Clerk
GJO/gm
CC: Kevin Wilson
Dolores Fonseca
Resolution No. 8239
Agreement No. 03-059
T
. , . e
1 EQUIPMENT PURCHASE CONTRACT
2
--3 THIS CONTRACT is made, entered into and executed in duplicate
4 originals, either copy of which may be considered and used as the
�• Tarr
5 original hereof for all purposes, as of this Pi day of Me}, 2003,
6 in the City of Vernon, County of Los Angeles, California
71 BY AND BETWEEN THE CITY OF VERNON
8 (hereinafter referred to as
"City")
9 4305 Santa Fe Avenue
Vernon, CA 90058
10 AND GRAYBAR ELECTRIC COMPANY, INC.
11 (hereinafter referred to as
"Graybar")
12 383 S. Cheryl Lane
Walnut, CA 91789
13
14 RECITALS
15 WHEREAS, the City has installed a fiber optic backbone ring
16 that traverses the existing City right-of-way to facilitate the
17 establishment of an alternate communications system among its
18 buildings and facilities; and
19 WHEREAS, the fiber optic ring is used to connect various
20 City operations; and
21 WHEREAS, City is interested in expanding its existing
22 multiplexing network to connect the control center and remote City
23 facilities in the City to its fiber network (hereinafter referred to
24 as "Fiber Optic Network Extension"); and
25 WHEREAS, International Fiber Systems ("IFS") is a leading
26 manufacturer of fiber optic transceivers and the only manufacturer of
27 media converter transceivers that provide lifetime warranty on its
28products; and
t a 1 y
I WHEREAS, the City's Community Services & Water Department
2 has determined that, in order to facilitate the Fiber Optic Network
3 Extension, the City needs to purchase: (a) thirty (30) point-to-point
4 Data Transceivers manufactured by IFS; (b) twelve (12) RS-232 Self-
5 healing Ring/Fault-Tolerant Data Transceivers manufactured by IFS;
6 and, (c) three (3) 19" rack -mount card cages with twenty-six (26)
7 plates manufactured by IFS (hereinafter collectively referred to as
8 "Fiber Optic Transceivers"); and
9 WHEREAS, Graybar prepared a Quotation (Project No. 154-
10 02330414") dated April 4, 2003 (hereinafter the "Quotation"), a copy
11
of which is attached hereto as Exhibit "A" and made a part.hereof; and
12 WHEREAS, Graybar is a distributor of IFS products; and
13 WHEREAS, Graybar represents that it is qualified and capable
14 of furnishing Fiber Optic Transceivers meeting the specifications and
15 requirements of the Community Services & Water Department, as provided
I
fin the Quotation, and is willing to do so on the terms and
conditions set forth below; and
17.
18 WHEREAS, the City desires to enter into an agreement with
Graybar to provide for the purchase and delivery to the City of the
19
Fiber Optic Transceivers.
20
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
21
FORTH HEREIN:
22
1. Purchase. Graybar agrees to sell and deliver the Fiber
23
Optic Transceivers meeting the specifications and requirements of the
24 Community Services & Water Department as described in detail in the
25 attached Exhibit "A." In the event of a conflict between the Quotation
26 and this Contract, the terms of this Contract shall prevail.
27 2. Time of Performance. Graybar's performance as
28 identified herein shall commence upon the signing of this Contract by
-2-
l both parties and shall end when Graybar has completed the transaction
2 as set forth herein, unless otherwise terminated or extended.
3 3. Price. Consistent with the Quotation, Graybar agrees
4 to sell and deliver to the City (a) thirty (30) point-to-point Data
5 Transceivers manufactured by IFS; (b) twelve (12) RS-232 Self -healing
61 Ring/Fault-Tolerant Data Transceivers manufactured by IFS; and (c)
7 three (3) 19" rack -mount card cages with twenty-six (26) plates
8 manufactured by IFS for the total not to exceed sum of Forty -Six
9 Thousand Nine Hundred Three Dollars and Twenty -Five Cents ($46,903.25)
10 plus tax and shipping.
11 4. Payment Terms. City agrees to pay Graybar net thirty
12 (30) days after City's receipt of an invoice, delivery, and City's
13 acceptance of the Fiber Optic Transceivers, the total amount due under
14 the Contract.
15 5. Change and Extra Services. City reserves the right to
16 request changes in the equipment design, delivery dates, or additions
17 to or deletions from the equipment purchased from Graybar. All such
18 changes shall be incorporated in written change orders executed by
19 City and Graybar and shall specify the changes ordered and the
20 adjustment of prices, delivery schedules and warranties. Any
21 equipment or services added under this section shall be executed under
22 all applicable conditions of this Contract. No claim for additional
23 compensation or extension of time shall be recognized unless contained
24 in a duly executed change order.
25 6. Cancellation/Default. In the event that Graybar
26 commits a breach of a material condition of this Contract, City shall
27notify Graybar in writing of said breach and if Graybar has not cured
28 or begun reasonable efforts to cure after fifteen (15) days of receipt
-3-
I of said notice, and fails to diligently pursue corrective action, City
2 shall have the right to cancel this Contract for cause based on
3 Graybar's default. Graybar shall be responsible for any direct costs
4 due to City's re -procurement of the equivalent of the equipment or
5 services cancelled from Graybar. Graybar's liability for these excess
6 costs shall not exceed the value of the Purchase Order.
7 7. Confidential Information.
8 A. Access to Confidential Information. City may
9 provide Graybar and/or its subcontractor with, or allow Graybar access
10 to, certain information not available to the public concerning City,
11 or businesses located in City. The information may include company
12 information, taxes, sales, value of assets, or other such information.
13 All such information shall be known as "Confidential Information" and
14 may not be used to circumvent the responsibility of either party to
15 this Contract.
16 B. No Disclosure. Except as expressly permitted,
17 Graybar and/or its subcontractor shall not disclose, permit the
18 disclosure of, release, disseminate, or transfer, whether orally or by
19 any other means,.any part of such Confidential Information to any
20 other person or entity, whether corporate, governmental, or
21 individual, without the express prior written consent of an authorized
22 representative of City. Graybar and/or its subcontractor shall return
23 any written Confidential Information and all copies made of such items
24 to City upon City's written request, but in any event not later than
25 the date that Graybar has performed all services to be performed
26 pursuant to this Contract. Graybar hereby agrees that such
27 Confidential Information and any documents provided may be used by
28 Graybar and/or its subcontractor only as authorized by the City.
-4-
I Graybar shall include a contract provision in its contract with
2 subcontractors that binds the subcontractors to this non -disclosure
3 requirement. Graybar shall take reasonable measures to avoid any
4 disclosure of any such Confidential Information to any unauthorized
5 person.
6 C. Court Ordered Disclosure. Graybar shall
7 immediately notify City of any court order or subpoena requiring
8 disclosure of Confidential Information, and shall cooperate with
9 City's legal counsel in responding to any such order or subpoena.
10 Graybar may only disclose Confidential Information required to be
III disclosed pursuant to court order or subpoena after legal counsel has
121 exhausted any lawful and timely appeal or challenge.
13 D. Remedies. In addition to any other remedies that
14 it may have at law or in equity, City shall be entitled to a temporary
15 and permanent injunction by a court of competent jurisdiction against
.161 any breach or threatened breach of the Confidential Information
171 provisions of this Agreement. Graybar acknowledges that in case of
18 such breach or threatened breach of said provisions, City would have
19 no adequate remedy at law.
20 8. Warranties. Graybar warrants title to the Fiber Optic
21 Transceivers purchased hereunder and any part thereof to be free of
22 any claim of any security interest, lien or any encumbrance. Graybar
23 also warrants that the equipment will be delivered new and shall be
24 free from defects in material and workmanship. All manufacturers'
25 lifetime warranties, any warranties typically provided by IFS, and any
26 other warranties made applicable by law shall apply to the City's
27 purchase of the Fiber Optic Transceivers.
28 9. Compliance with Laws. Graybar shall strictly observe
-5-
and comply with all applicable federal, state, and local laws,
ordinances and regulations governing this sale, including but not
limited to any permit or license requirements of the United States
Department of Commerce, as well as any laws of the United States of
America.
10. Governing Law. The validity, interpretation and
performance of this Contract shall be controlled and construed under
the laws of the State of California.
11. Forum Selection. Any action brought relating to this
Contract shall be brought and held exclusively in a State Court in the
County of Los Angeles, California.
12. Notices. Notices to the parties, unless otherwise
requested in writing, shall be sent to:
City: THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
Graybar: GRAYBAR ELECTRIC COMPANY, INC.
ATTN: KARLA MARQUIS
383 S. CHERYL LANE
WALNUT, CA 91789
13. General Provisions.
A. Independent Contractor. At all times during the
term of this Contract, Graybar shall be an independent contractor and
shall not be an employee of the City. The City shall have the right
to control Graybar only insofar as the results of Graybar's services
rendered pursuant to this Contract; however, the City shall not have
the right to control the means by which Graybar accomplishes services
rendered pursuant to the Contract except to the extent that such
I services involve the use of City property or Confidential Information.
2 B. Graybar Not Agent. Except as the City may specify
3 in writing, Graybar shall have no authority, express or implied, to
4 act on behalf of the City in any capacity whatsoever as an agent.
5 Graybar shall have no authority, expressed or implied, pursuant to
6 this Contract to bind the City to any obligation whatsoever.
7 C. Indemnification. Graybar shall indemnify, defend,
8 protect and hold the City and its officers, agents and employees, free
9 and harmless from and against any and all claims, demands, losses,
10 damages, liabilities, fines, charges, penalties, orders, judgments and
11 all costs -and expenses incurred in connection therewith, including
12 reasonable attorney's fees and costs of defense arising out of or
13 attributable to the negligent or wrongful acts of Graybar or its
14 subcontractors, employees or agents in the -performance of services
15 under this Contract, except to the extent arising from or caused by
16 the sole negligence or willful misconduct of the City, its officers,
17 agents or employees.
18 D. Insurance. Graybar agrees to provide insurance in
19 the amounts and forms specified in Exhibit "B," which is attached
20 hereto.and made a part hereof by reference. Comparable coverage shall
21 be provided for each subcontractor used in the performance of this
22 Contract. Graybar shall submit to the City documentation indicating
23 compliance with these minimum requirements no less than one (1) day
24 prior to the beginning of performance under this Contract. Graybar
25 shall not commence performance of its services under this Contract
26 until the above insurance has been obtained and proof of insurance has
27 been filed with and approved by the City.
28 E. Assignment and Subcontracting Prohibited. No
-7-
I party to this Contract may assign or subcontract any right or
2 obligation pursuant to this Contract except as provided for in the
3 Quotation or with the express written consent of the other party. Any
4 other attempted or purported assignment of any right or obligation
5 pursuant to this Contract shall be void and of no effect.
6 F. Entire Agreement. This Contract constitutes the
7 complete and final expression of the agreement of the parties and is
8 intended as a complete and exclusive statement of the terms of their
91 agreement and supersedes all prior and contemporaneous offers,
10 promises, representations, negotiations, discussions, communications
11 and agreements which may have been made in connection with the subject
12 matter hereof. All exhibits are incorporated by reference. Graybar
13 represents that in entering into this Contract it has not relied on
14 any previous representations or understandings of any kind or nature.
15 G. Partial Invalidity. Wherever possible, each.
16 provision hereof will be interpreted in such manner as to be effective
17 and valid under applicable law, but in case any one or more of the
18 provisions contained herein will, for any reason, be held to be
19 invalid, illegal or unenforceable in any respect, such provision will
20 be ineffective to the extent, but only to the extent of such
21 invalidity, illegality or unenforceability without invalidating the
22 remainder of such provision or provisions or any other provision
23 hereof, unless such a construction would be unreasonable or contrary
24 to the parties' intent as expressed in this Contract.
25 H. Time of the Essence. Time is of the essence in
26 the performance of this Contract and of each and every provision
27 hereof.
28 I. Risk of Loss. Risk of loss or damage shall pass
-8-
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25
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27
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to the City upon delivery FOB the City.
J. Benefit of Agreement. This Contract shall bind
and benefit the parties hereto and their heirs, successors, and
permitted assigns.
K. Waiver. Any waiver at any time by either party of
its rights with respect to a default under this Contract, or with
respect to any other matters arising in connection with this Contract,
shall not be deemed a waiver with respect to subsequent default or
other matter.
L. Amendment. All changes or modifications to this
Contract shall be in writing stating that it is an amendment to this
Contract and shall be signed by both parties or their duly authorized
agents. This Contract shall not be modified through course of
dealing, usage or trade.
M. Force Majeure. Neither party shall be considered
to be in default in any of its obligations under this Contract when a
failure of performance shall be due to an uncontrollable force. The
terms "uncontrollable force" shall mean any cause beyond the control
of the party affected, including, but not restricted to, flood,
earthquake, storm, fire, lightening, epidemic, war, riot, civil
disturbance or disobedience, sabotage, federal, state, or municipal
action, statute, ordinance, or regulation, embargoes or the United
States Government or any other government, which by exercise of due
diligence such party could not reasonably have been expected to avoid
and by exercise to due diligence has been unable to overcome. Either
party rendered unable to fulfill any of its obligations under this
Contract by reason of an uncontrollable force, shall give written
notice within five (5) business days of such fact to the other party
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and shall exercise due diligence to remove such inability with all
reasonable dispatch.
IN WITNESS WHEREOF, the parties have caused this Contract to
be executed by and through their authorized officers on the date,
month and year first written above.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
EDUARDO OLIVO, City orney
CITY OF VERNON
L ONIS C. MALBtJRG, M yor
GRAYBAR ELECTRIC COMPANY, INC.
By:
itle:Grt/1
Title:
-10-
THOMAS F. DowD
VICE PRESIDENT -SECRETARY
AND GENERAL COUNSEL
TEL: 314-512-9221
FAX: 314-512-9445
Gray U —a R
34 NORTH MERAMEC AVENUE
P.O. BOX 7231
ST. LOUIS, MO 63177
SECRETARY'S CERTIFICATE
I, T. F. Dowd, hereby certify that I am Secretary of Graybar Electric Company, Inc., a New York
corporation, with its principal office at Clayton, Missouri; that as such I am custodian of the records and
official seal of said Corporation, and that the following is a true and correct copy of a resolution duly
adopted by the Board of Directors of said Corporation at a meeting held in Glendale Heights, Illinois on
September 12, 1996:
Upon motion duly made and seconded, the following resolution was unanimously adopted:
"RESOLVED, that the Area Manager, Branch Manager, Manager-Comm/Data Sales or
Manager -Customer Service is hereby authorized to sign and/or execute in the name and on behalf
of the Corporation:
1) Formal Contracts, including applicable performance bonds, arising from invitation, bid, and
acceptance forms which become orders upon acceptance by buyer on which the total amount
does not exceed $200,000.
2) Other Proposals and Bids where the amount does not exceed $400,000."
Further, that the foregoing meeting was convened and the proceedings held in accordance with
the law and the charter and by-laws of said Corporation, and have not been revoked, annulled, or
amended.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the
Corporation the 4th day of September, 2001.
Secretary of
GRAYBAR ELECTRIC COMPANY, INC.
5-20 (Rev. 9/12/96) (Branch - Contracts, Bids, etc.)
Page: 1 of 1
383 S CHERYL LANE
WALNUT, CA 91799
Phone:916-787-3423 Fax:916-787-3599
To: VERNON, CITY OF
Attn : Ali Nour
Phone: 323-583-8811
Fax: 323-826-1435
Email : ANour@ci.vemon.ca.us
Date: 4/4/2003
Project Name: INTL FIBER SYSTEMS
Graybar Project # : 154-02330414
Reference :
Quoted Date: 4/4/2003
Quotation Expires In : 30 DAYS
Graybar Contact: ARLETA WILKINSON
Email : arieta.wilkinson@gbe.com
Proposal
We Appreciate Your Inquiry And Take Pleasure In Responding As Follows:
ITEM QTY SUPPLIER CATALOG # DESCRIPTION CD UNIT PRICE TOTAL
Miscellaneous Section
15 (IFS)
D9130E-B
N 852.27 E
12,784.05 *
15 (IFS)
D9130E-R3
N 795.45 E
11,931.75
2 (IFS)
D19130SHR-R3
N 1,704.55 E
3,409.10 *
10 (IFS)
D19130SHR
N 1,704.55 E
17,045.50 *
3 (IFS)
R3
RACK N 454.55 E
1,363.65
26 (IFS)
113-13P
N 14.20 E
369.20
Miscellaneous Sub total:
46,903.25
FOB: Shipping point unless noted. Estimated freight cost of $SIGNED :
300 to ship UPS Ground.
Delivery :
FINANCING OPTIONS
Tax at 8.25% : 3,869.52
TOTAL: 50,772.77
$1,586.27 per month for 36 months $1,051.10 per month for 60 months
The monthly payments shown are an estimated cost to finance the listed material through Graybar Financial Services (GFS) and may not include applicable
taxes, installation and freight. Two payments are required in advance. The material may be purchased for $1 at lease temtination. Subject to GFS credit
approval. Rates may change after 90 days from the date of this quote. Call GFS @ 1-800-241-7408 for other financing options.
24 HOUR EMERGENCY
www.GFZAYBAR.com PHONE # 1-800-GRAYBAR
' - Taxable Hems
Graybar Electric Company's Standard Terms and Conditions of Sale Apply -Terms and Conditions are Available Upon Request
VISA DISCOVER MASTER CARD AMERICAN EXPRESS
t
Page: 1 of 1
GRAYBAR TERMS AND CONDITIONS:
1. ACCEPTANCE OF ORDER; TERMINATION - Acceptance of any order is subject to credit approval and acceptance of order by Seller and
Seller's supplier. If Buyer's credit becomes unsatisfactory to Seller, Seller reserves the right to terminate upon notice to Buyer and without
liability to Seller.
2. PRICES AND SHIPMENTS - Unless otherwise quoted, prices shall be those in effect at time of shipment
3. PAYMENT TERMS - All discountable invoices are eligible for cash discount if paid by the 1 Oth of the month following billing date. All net
invoices are due on the 15th of month following billing. As a condition of the sales agreement, a monthly service charge of the lesser of
1-1/2% or the maximum permitted by law may be added to all accounts not paid by net -due date. Pro Card, Visa, Mastercard, American
Express and Discover credit cards are accepted for payment at the point of purchase only.
4. RETURN OF GOODS - Credit will be allowed for goods returned with prior approval. A deduction will be made from credits issued to cover
cost of handling.
5. TAXES - Pries shown do not include sales or other taxes imposed on the sale of goods. Taxes now or hereafter imposed upon sales or
shipments will be added to the purchase price. Buyer agrees to reimburse Seller for any such tax or provide Seller with acceptable tax
exemption certificate.
6. DELAY IN DELIVERY - Seller is not to be accountable for delays in delivery occasioned by acts of God or other circumstances over which
Seller has no direct control. Factory shipment or delivery dates are the best estimates of our suppliers, and in no case shall Seller be liable for
any consequential or special damages arising from any delay in delivery.
7. WARRANTIES - Seller warrants that all goods sold are free of any security interest and will make available to Buyer all transferable
warranties made to Seller by the manufacturer of the goods. SELLER MAKES NO OTHER EXPRESS OR 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 IN OR IN CONNECTION WITH A NUCLEAR FACILITY.
-r•- •••�••• �• -•� y�� u�� vulwwsa Price, an at Wieners option, anti In no case shall Seller 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.
9. WAIVER - The failure of Seller to insist upon the performance of any of the terms or conditions of this contract or to exercise any right
hereunder shall not be deemed to be a waiver of such terms, conditions or rights in the future, nor shall it be deemed to be a waiver of any
other term, condition, or right under this contract.
11. REELS - When the Seller ships returnable reels, a reel deposit will be included in the invoice. The Buyer should contact the nearest
Graybar service location to return reels.
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EXHIBIT B
INSURANCE SCHEDULE
Graybar shall provide proof of insurance, including a standard certificate of insurance, in at least the
following amounts and coverage (combined single limit permitted):
I Coverage and Limits
BodilyInju!y Property Damage
Hazards Each Person Each Accident Each Accident
Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Workers' Compensation $ Statutory
Employers' Liability $1,000,000 per employer
H. General
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,000,000
Elevators (if applicable)
$1,000,000
$2,000,000
$1,000,000
Independent Contractors
$1,000,000
$2,000,000
$1,000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contractual Liability
$1,000,000
$2,000,000
$1,000,000
Umbrella Liability
$2,000,000
$2,000,000
$2,000,000
a. The general liability policy shall contain the following special endorsements which shall be noted on or
attached to the standard certificate of insurance:
1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds
under the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
3. An endorsement providing coverage for all operations under this Contract.
4. Such other endorsement as may be required by addendum hereto.
b. In addition to the standard certificate of insurance, proof of general and professional liability coverage
shall be furnished in the form checked below. Only certification of the following proofs will be
accepted:
X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and
statements in the standard certificate of insurance (attached thereto) are true and correct and that
the signator is an officer authorized to so certify.
A copy of each policy certified by an officer of the underwriter or carrier and notarized.
EXHIBIT B