HomeMy WebLinkAboutWesco International, Inc - WWT 07-20-23DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
PRODUCT PURCHASE CONTRACT
THIS CONTRACT (Contract) is made and entered into by and between the CITY
OF FRESNO, a California municipal corporation (City), and WESCO INTERNATIONAL,
INC, a Pennsylvania Corporation (Contractor), as follows:
1. CONTRACT DOCUMENTS. The "Terms and Conditions of Sale" from
Wesco International, Inc. and "Scope of Work" from Eaton Corporation documents are
hereby incorporated into and made a part of this Contract, and shall be known as the
Contract Documents.
2. PRICE. For the monetary consideration of NINE HUNDRED THOUSAND
SIX HUNDRED THIRTY-SEVEN DOLLARS AND ZERO CENTS ($900 637 , as set forth
in the Proposal, the Contractor promises and agrees to furnish or cause to be furnished,
in a new and working condition, and to the satisfaction of the City, and in strict accordance
with the Specifications, all of the items as set forth in the Contract Documents.
3. PAYMENT. The City accepts the Contractor's Proposal as stated and
agrees to pay the consideration stated, at the times, in the amounts, and under the
conditions specified in the Contract Documents. The Contractor agrees to accept
electronic payment from the City.
4. INDEMNIFICATION: To the furthest extent allowed by law, including
California Civil Code section 2782 (if applicable), the Contractor shall indemnify, hold
harmless and defend the City and each of its officers, officials, employees, agents, and
volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages
(whether in contract, tort or strict liability, including, but not limited to personal injury, death
at any time and property damage) incurred by the City, the Contractor or any other person,
and from any and all claims, demands and actions in law or equity (including reasonable
attorney's fees, litigation expenses, and costs to enforce this agreement), arising or
alleged to have arisen directly or indirectly out of performance of this Contract. The
Contractor's obligations under the preceding sentence shall apply regardless of whether
the City or any of its officers, officials, employees, agents, or volunteers are passively
negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or
damages caused by the active or sole negligence, or by the willful misconduct, of the City
or any of its officers, officials, employees, agents, or volunteers.
If the Contractor should subcontract all or any portion of the work to be performed
under this Contract, the Contractor shall require each subcontractor to indemnify, hold
harmless and defend the City and each of its officers, officials, employees, agents, and
volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Contract.
5. The City Manager, or designee, is hereby authorized and directed to
execute and implement this Agreement. The previous sentence is not intended to
delegate any authority to the City Manager to administer the Agreement, any delegation
of authority must be expressly included in the Agreement.
[Signatures follow on the next page.]
GSD-B Formal Bid Contract — Product (12-2022)
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DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
IN WITNESS WHEREOF, the parties have executed this Contract on the day and
year here below written, of which the date of execution by the City shall be subsequent
to that of the Contractor's, and this Contract shall be binding and effective upon execution
by both parties.
CITY OF FRESNO,
A C ' rn�@-mmnicipal corporation
/Za �6/ 7/25/2023
By:
BROCK D. BUCHE, PE, PLS, Director
Department of Public Utilities
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
DocuSigaed by:
By:�� 7/5/2023
Brandon Collet Date
Supv./Senior Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clq ks;gnrd by:
By: k q6W 7/25/2023
Tina M. Your Date
Deputy
Addresses:
CITY:
City of Fresno
Attention: Charles Masters,
1626 E Street
WESCO INTERNATIONAL, INC,
a Pe �yA�( i Corporation
By: k.aff" Rb frV 7/5/2023
Name: Matthew Hopper
Title: sales Manager
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
REVIEYVEQ BY:
�1nir.e yin: y:
d a. 7/5/2023
5CEFC3A5ME8:99..
Jesus A. Gonzalez
Assistant Director
CONTRACTOR:
WESCO INTERNATIONAL, INC
Engineer Attention: Matthew Hopper, Sales
Fresno, CA 93706
Phone: (559) 621-1630
E-mail: Charles.Masters@fresno.gov
Manager
3712 W Gettysburg Ave
Fresno, CA 93722
Phone: (559) 786-8944
E-mail: mhopper@wesco.com
GSD-B Formal Bid Contract — Product (12-2022)
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DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
TERMS AND CONDITIONS OF SALE
City of Fresno — 5-15-23
1. DEFINITIONS
1.1. "Application" means Seller's application for business credit extended to and signed by Buyer in connection with these Terms.
1.2. "Buyer" means the person or entity specified in the Order or SOW.
1.3. "Buyer Material" means Buyer's preexisting intellectual property
provided by Buyer for the purpose of an Order or SOW.
1.4. "Confidential Information" means information received by the receiving party from the disclosing party which (a) is marked as "Confidential" or
"Proprietary"; or (b) would reasonably be considered confidential and/or proprietary under the circumstances surrounding disclosure.
1.5. "Customer" means Buyer's customer, including any end user, of the Products, Software, and/or Services.
1.6. "Deliverables" means any work product, reports, or other deliverables developed and provided by Seller as part of the Services and required under
an Order or SOW.
1.7. "Existing Agreement" means a mutually -executed agreement between the parties that governs the purchase and sale of the Products, Software
and/or Services.
1.8. "Order" means a purchase order issued by Buyer to Seller for the purchase and/or use of the Products, Software, and/or Services.
1.9. "Products" means those products, materials, or goods described in an Order or SOW.
1.10. "Seller" means the selling entity specified in the Order or SOW.
1.11. "Seller Materials" means any and all processes, formulas, tools, ideas, concepts, methodologies, software, know-how, business practices, trade
secrets, object code, source code, documentation, information and ideas developed by Seller or its licensors, and all intellectual property rights
therein.
1.12. "Services" means those specific tasks, functions, responsibilities, Deliverables and other services described in an Order or SOW.
1.13. "Software" means the computer programs, operating systems, interfaces, software -as -a -service, applications or other software specified in an Order
or SOW.
1.14. "SOW" means a document between Seller and Buyer that specifies Products and/or Services provided by Seller to Buyer.
1.15. "Special -Order Product" means any Product (i) that Seller procures or specially stocked for Buyer (including Products that are custom made,
modified, altered, or includes special features), (ii) not readily saleable by Seller to other customers, or (iii) identified by Seller as non -cancelable or
non -returnable.
1.16. "Terms" means these Terms and Conditions of Sale.
2. SCOPE OF AGREEMENT. Unless there is an Existing Agreement, these Terms govern the sale, purchase and use of Products, Software, and/or
Services by Buyer from Seller and, together with the Application, and each Order and SOW, constitutes the entire and separate agreement between
the parties with respect to the subject matter of these Terms. If a conflict arises between or among these Terms, the Application, and an Order and/or
SOW, these Terms shall prevail unless otherwise expressly agreed in writing by authorized representatives of the parties. If Buyer is accepting these
Terms on behalf of another party, Buyer represents and warrants that Buyer has full authority to bind such party to these Terms. Any additional,
preprinted or different terms contained on any purchase order, portal, or other communication from Buyer purporting to apply shall be deemed void
and unenforceable unless expressly agreed and signed in writing by authorized representatives of both parties. Buyer's or its Customer's placement
of an Order or receipt or acceptance of the Products, Software and/or Services constitute acceptance of these Terms.
3. ORDERS. Seller has the right, in its sole discretion, to cancel, accept or reject any Order, in whole or in part, at any time. If Seller cancels or rejects
any Order after payment has been made, Buyer is entitled to a refund within three (3) days of the cancellation, of the amount paid. Buyer is not
obligated to pay any remaining balance in the event that Seller cancels or rejects an order. Any change requested by the Buyer to any aspect of the
scope of an Order or SOW must be agreed in writing by both parties and may result in a price and/or delivery adjustment as determined by Seller.
Seller reserves the right to implement a minimum order size of $350 per Order. If Seller authorizes that all or part of an Order or SOW be terminated
or suspended by modification, rescission or as otherwise provided in Sections 6 and 16 by Buyer, Buyer shall pay termination charges equal to
Seller's costs associated with the Order or SOW, as determined by generally accepted accounting principles. Seller's costs shall include any amount
Seller must pay to its suppliers and manufacturers relating to the relevant Order or SOW. Buyer agrees it (i) must take possession and accept delivery
of any Special -Order Product within ninety (90) days upon completion of Seller's delivery obligations or the Product being available for pick-
up, as applicable, and (ii) cannot cancel any Order for Special -Order Product. If Buyer (a) does not take possession and/or accepts delivery of any
Special -Order Product upon completion of Seller's delivery obligations or the Special -Order Product being available for pick-up, as applicable, or
(b) cancels an Order for Special -Order Product, Buyer shall then pay or reimburse Seller the purchase price of the Special -Order Products plus any
associated cancellation fees, including, but not limited to, any storage and transportation fees incurred by Seller. Seller may, in its discretion, require
a non-refundable deposit for any Special -Order Product ordered by Buyer.
4. SERVICES. The Services requested by Buyer shall be specified in an Order or SOW. When applicable, Buyer shall provide Seller with sufficient,
free, safe and timely access to its premises and/or system as required to provide the Services. Buyer warrants that the premises where the Services
will be performed will comply with all applicable federal, state and local occupational safety, welfare and health standards, rules, and regulations.
Buyer agrees to ensure, so far as is reasonably practicable, the health, safety and welfare of Seller's personnel when on Buyer's premises including,
but not limited to providing and maintaining premises and systems that are, so far as is reasonably practicable; safe and without risks to health. Seller
may use subcontractors to perform its contractual obligations under an Order or SOW. If Seller uses subcontractors, Seller will be solely responsible
for ensuring that they comply with their respective contractual requirements. Buyer shall not supervise or direct the performance of any Seller
subcontractors. Seller or Seller's subcontractors, when applicable, shall obtain and maintain the necessary licenses, certifications, and permits,
specialty or otherwise, required to provide the Services. If Seller's performance of any of its obligations is prevented or delayed by Buyer: (a) Seller
shall, without limiting its other rights or remedies under these Terms or as otherwise provided by law or equity, have the right to suspend or
terminate performance of the Services; and (b) Buyer shall be liable for any costs and expenses sustained or incurred by Seller as a result thereof.
Without limiting the foregoing, completion times referenced in an Order or SOW are only estimates.
5. PRICE. Prices on Seller's website, catalogs or in Seller quotes are subject to change without notice. Unless otherwise extended in writing by Seller,
all prices on a Seller quote will expire and become invalid upon the expiration date stated therein, provided however, Seller reserves the right to
update its quote or price in the event of any increase in tariffs, levies, duties, freight or importation cost or charges, supplier pricing or surcharge,
or a material exchange rate fluctuation. In such event, Seller will provide an updated quote or price and will not ship Product or provide Software
or Services until Buyer receives an Order with the correct price. Any manifest errors are not binding on Seller. Buyer is liable for applicable
transaction taxes, including sales, use, and value- added taxes, goods and services taxes, duties, customs, tariffs, and other government -imposed
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TERMS AND CONDITIONS OF SALE
transactional charges however designated (and any related interest or penalty) on amounts payable by Buyer (collectively, "Transaction Taxes"),
regardless of when such Transaction Taxes are levied or imposed. Buyer shall provide Seller with proof of exemption from Transaction Taxes at
least fifteen (15) business days before the invoice due date.
6. PAYMENT. (a) Payment for Products, Software and Services must be made (i) in the currency identified in the invoice or in its equivalent as
specified in writing by Seller, and (ii) by check or wire transfer or any other means specified by Seller, at its sole discretion. Buyer shall pay any
Seller invoice within thirty (30) days from invoice date without any right to offset, counterclaim, holdback or deduction. Buyer must provide notice
of any payment dispute within ten (10) days of the date of the invoice or Buyer waives any right to dispute such invoice; however, any such dispute
shall not delay timely payment to Seller. Seller reserves the right to require guarantees, security or payment in advance of shipment from Buyer. In
the event Buyer fails to pay the total sums due on an invoice by the due date or if an Insolvency Event (as defined in section 15.4 below) occurs,
the entire outstanding balance due to Seller on all invoices shall be accelerated and become due in full immediately and the maximum allowable
charge and/or interest allowed by applicable laws shall be applied to all past due accounts commencing from the due date of the invoice until paid.
Seller shall also be entitled, in addition to all other remedies available at law or in equity, to suspend performance of any outstanding Orders or
SOWs and to recover reasonable attorneys' fees and/or other expenses incurred collecting all outstanding sums from Buyer or otherwise enforcing
or successfully defending these Terms. Seller may set off any amount due from Buyer from any amounts due to Buyer. Seller reserves the right to
convert any payment into electronic funds at its discretion. (b) If Seller extends business credit to Buyer under an Application, then Seller's Business
Credit Terms published at www.wesco.com/termsofsaleas amended from time -to -time, shall apply and are expressly incorporated herein by
reference.
7. SHIPPING. Unless otherwise agreed to in writing, (i) all Product shipments shall be FOB shipping point, and (ii) Seller may, in its sole discretion,
use any commercial carriers and method and route of transportation for shipment of the Products. Buyer shall be responsible for shipping charges,
including all applicable freight, shipping, insurance and handling charges, unless otherwise agreed to in writing. Title to and risk of loss of the
Products passes to Buyer upon transfer to the carrier at the shipping point. Software may be delivered electronically. Shipping dates or other
applicable performance dates are estimated on the basis of prompt receipt of the Order and all information, drawings and approvals required to be
furnished by Buyer. In the event Buyer, verbally or in writing, confirms a delivery date with Seller but subsequently suspends the Order or is unable
to accept delivery, Buyer shall reimburse Seller for all costs and expenses Seller incurs as a result thereof, including, but not limited to, reasonable
storage costs. No delay in the shipment or delivery of any Products relieves Buyer of its obligations under these Terms. Seller reserves the right to
make partial or early shipments without liability or penalty. Buyer shall pay for the units shipped whether such shipment is in whole, partial or early
fulfillment of an Order.
8. ACCEPTANCE. Buyer shall be deemed to have accepted the Products and Services unless written notice of rejection is given to the Seller within
five (5) business days from date of delivery.
9. RETURNS. Product returns shall be made pursuant to Seller's Product Return Policy, published at www.wesco.couViermsofsale, as modified from
time to time. Seller reserves the right to apply a re -stocking fees to any Product returns. Software cannot be returned without Seller's express prior
written authorization.
10. SHORTAGES. Buyer shall submit all claims for shortages in writing to Seller within ten (10) days of receiving the Products; otherwise such claims
will be deemed waived. Quantities are subject to normal manufacturer allowances. In the case of wires and cables, such allowances are plus 10%
and minus 5%.
11. RECOMMENDATIONS. Buyer acknowledges and agrees that any drawings, designs, suggestions, recommendations, or advice as to any products,
software, or services including installation or use recommendations (collectively, "Recommendations") are provided "as is" and are for
informational and conceptual purposes only. Buyer acknowledges that in the event it follows any such Recommendations, it does so at its own risk
and agrees that Seller will not be liable for any damage, claims, liabilities, or losses suffered by Buyer or any third party, directly or indirectly, due
to Buyer following any Recommendations. Any legal or regulatory compliance obligations shall remain Buyer's sole responsibility, and nothing
herein is intended to shift any such burden from Buyer to Seller.
12. WARRANTY.
12.1. Product and Software Warranty. Seller is only a reseller of Products and Software and shall transfer and assign to Buyer any and all transferable
warranties made to Seller by the manufacturer of the Products and Software. Unless otherwise specified in a writing signed by Seller, Seller provides
no independent warranty for any Products and Software. Any order arising out of this offer will be governed by the conditions contained in Eaton
Selling Policy 25-000 effective November 1, 2017 (copy attached). Buyer's sole and exclusive remedy for any alleged non- conforming part,
defect, failure, inadequacy, or breach of any warranty related to Products and Software (collectively, "Defects") shall be limited to those warranties
and remedies provided by the manufacturers or licensor thereof. Seller is not responsible for obtaining or paying for access to, or uninstalling,
installed Products, delivering replacement Products to the installation site, or installing replacement Products. Seller's obligations under this Section
12.1 will be void unless Buyer provides Seller with notice of the Defect within 30 days of the date Buyer discovered or should have discovered the
Defect. Buyer shall contact Seller prior to contacting the manufacturer or licensor. In the event Buyer provides notice of a Defect to the manufacturer
or licensor, Buyer shall immediately notify and engage Seller on any and all discussions and actions to be taken with such manufacturer. Seller
DOES NOT WARRANT that the Software will be free from errors or defects, will meet Buyer's needs, or will operate without interruption. Seller
DOES NOT WARRANT that the Software will provide fail-safe performance when used in hazardous environments, including any application in
which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage. If Seller supplies any Products
and Software which include open source software, Seller is not liable for defects in title or quality of the information, software or documentation,
or for ensuring that it is correct, accurate, free of third -party property rights and copyrights, complete and/or usable.
12.2. Private Label Product Warranty. Solely as it pertains to those Products with Seller's private label brands (collectively "Private Label Products"),
Seller warrants that the Private Label Products are new and are free from defects in material and workmanship under normal use and conditions for
a period of one (1) year from the original invoice date. If the Private Label Products fail to conform with the foregoing warranty during the warranty
period, Buyer shall promptly notify Seller and Seller will, at its option and as Buyer's sole and exclusive remedy, either (i) repair or replace the
defective Private Label Products; or (ii) refund to Buyer the amount paid for the defective Private Label Products.
12.3. Services Warranty. Seller warrants that the Services it provides will be performed in a professional manner consistent with relevant industry
standards. Provided Buyer notifies Seller in writing and in sufficient detail of a breach of the Services warranty in this section 12.3 within fifteen
(15) days after provision of the non -conforming Services, Seller will, at its option, (a) re -perform the Services at no additional cost to Buyer or (b)
credit Buyer the fees actually paid to Seller associated with the non -conforming Services. This is Buyer's sole and exclusive remedy, and Seller's
sole and exclusive liability, with respect to any breach of warranty relating to the Services it provides. This Services warranty is personal to Buyer
and may not be assigned, transferred or passed -through to any third party.
12.4. Forfeiture of Warranty. The warranties described herein do not cover wear and tear and shall be ineffective and not apply to those Products,
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TERMS AND CONDITIONS OF SALE
Software and Services that have been subjected to misuse, abuse, neglect, accident, damage, improper installation, unauthorized modification, or
improper or unauthorized maintenance or repair, including, but not limited to, use, maintenance or repair not in accordance with the manufacturer's
or other provider's specifications, license or instructions.
12.5. Buyer's Information. Buyer acknowledges and agrees that, in performing its obligations under these Terms, Seller will rely upon the accuracy
and completeness of the information and documentation Buyer provides, and that Seller's performance is dependent on Buyer's provision of
complete and accurate information and data. It is Buyer's responsibility to ensure that the Products, Software, and Services are the ones that it has
requested and that all specifications and quantities are correct.
12.6. DISCLAIMER. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF, AND SELLER DISCLAIMS AND EXCLUDES,
AND BUYER WAIVES, ALL OTHER EXPRESS AND IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO
ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AGAINST REDHIBITORY DEFECTS,
CONFORMITY TO ANY REPRESENTATION, DESCRIPTION, OR SPECIFICATION, PERFORMANCE, NON -INFRINGEMENT, AND OF
ANY OTHER TYPE, REGARDLESS OF WHETHER ARISING BY LAW (STATUTORY OR OTHERWISE), COURSE OF PERFORMANCE,
COURSE OF DEALING, OR ANY OTHER LEGAL OR EQUITABLE BASIS. IN THE EVENT DISCLAIMER OF WARRANTY
STATEMENTS ARE DISALLOWED BY LAW, SUCH EXPRESS OR IMPLIED WARRANTIES SHALL BE LIMITED IN DURATION TO
THE LESSER OF THE APPLICABLE WARRANTY PERIOD OR THE MINIMUM PERIOD REQUIRED BY LAW. EXCEPT AS OTHERWISE
SET FORTH HEREIN, THE PRODUCTS, SOFTWARE, AND SERVICES ARE PROVIDED "AS IS" EXCEPT TO THE EXTENT THE
MANUFACTURER OR LICENSOR HONORS ANY WARRANTY EXPRESSLY MADE BY IT.
13. PROPRIETARY RIGHTS. LICENSE.
13.1. Intellectual Property Ownership. Each party shall retain ownership of all right, title and interest in and to its pre-existing intellectual property,
Confidential Information, materials and/or Deliverables. Buyer grants to Seller a fully paid -up, non-exclusive, non -assignable, non -transferable,
non-sublicensable license to use Buyer Material to perform its obligations during the term of the applicable SOW or Order. Upon payment in full of
the applicable fees, Seller grants Buyer a fully paid -up, limited, non- exclusive, non -assignable, non -transferable, non-sublicensable, perpetual
license to use and reproduce, for Buyer's own internal business operations, the Deliverables (and any Seller Materials solely as provided by Seller
as part of the Del iverables). Services will not be interpreted as "work for hire".
13.2. Software License. If applicable, Buyer shall be granted a limited license to use any Software strictly pursuant to the license agreement provided by
the Product or Software manufacturer, and Buyer shall be bound by and comply with and ensure that its Customer complies with, at all times, any
license terms pertaining to such Product or Software. If applicable, unless otherwise agreed to in writing, Software associated with a Product is
licensed and not sold to Buyer. Buyer shall, and shall cause its Customer to (i) comply with any applicable laws, regulations, industry standards and
third party rights in connection with its access to and use of the Software; (ii) accept and comply with all obligations contained in the license
agreement provided by the Product or Software manufacturer; and (iii) use reasonable and diligent efforts pursuant to industry standards to protect
and maintain user information collected by Buyer's applications, including personally -identifiable information, from unauthorized access or use.
Buyer shall not, and Buyer shall instruct its Customer to not: (i) transfer, assign or sublicense the Software, or its license rights thereto, to any other
person, organization or entity, including through rental, timesharing, subscription, hosting, or outsourcing the Software, except as specifically set
forth herein; (ii) use the Software for any unauthorized purpose; (iii) attempt to create any derivative version thereof, (iv) remove or modify any
marking or notice on or displayed through the Software or documentation; or (v) de- compile, decrypt, reverse engineer, disassemble or otherwise
reduce same to human -readable form. In the event Software and/or Services are provided and accessed by Buyer through the internet at a website
provided by Seller, Buyer acknowledges and agrees that Seller is not responsible for (i) Buyer's access to the internet, (ii) any breaches of security,
interruptions and/or interceptions of information or communication through the internet, and (iii) changes or losses of data through the internet.
Further, Buyer acknowledges that security of transmissions over the internet cannot be guaranteed.
14. INDEMNIFICATION AND INSURANCE REQUIREMENTS.
14.1. By Seller. Seller hereby transfers any intellectual property indemnity from the manufacturer of Products, Software, and Services to Buyer. Seller's
obligation to indemnify Buyer shall not be greater than the intellectual property indemnity provided by the manufacturer of such Products, Software,
and Services and shall only apply if Buyer complies with section 14.3 herein. In the event of any such infringement claim, Seller shall, as Buyer's
sole and exclusive remedy, and at Seller sole option: (i) procure for Buyer the right to continue using the affected Products, Software or Services;
(ii) replace the affected Products, Software, or Services with non -infringing Products, Software or Services;
(iii) modify the affected Products, Software, or Services so they are non- infringing; or (iv) if fees were paid in advance, refund any prepaid fees
associated with the affected Products, Software, or Services. Seller's indemnification obligation does not apply if (a) Buyer continued to use the
Products, Software or Services after Seller informed Buyer of modifications required to avoid infringement; or (c) the alleged infringement results
from Buyer's misuse, modification or enhancement of the Products, Software, and/or Services, whatever the case may be, or from the use of such
in combination with other products not provided or approved by Seller.
To the furthest extent allowed by law, Seller shall defend, indemnify and hold harmless Buyer from and against any and all direct claims, losses,
liabilities, damages, costs and expenses (including losses and costs incurred by Buyer and any reasonable attorney's fees and costs) which arise from
Seller's negligence or willful misconduct; a breach of Seller's confidentiality (information not of public record) obligations arising from Seller's
negligence or willful misconduct; or Seller's violation of a law applicable to Seller's performance under the contract.
If Seller subcontracts all or any portion of the services to be performed in connection with this Agreement, Seller will require each subcontractor to
indemnify, hold harmless and defend you and your officers, officials, employees, agents and volunteers in accordance with this paragraph.
This section shall survive termination or expiration of this Agreement.
14.2. By Buyer. Buyer shall indemnify and defend Seller and its affiliates, directors, officers, affiliates, employees, agents, successors, and permitted
assigns ("Indemnitees") against any claims, demands, damages, liabilities and expenses (including court costs and reasonable attorneys' fees) that
Indemnitees incur as a result of or in connection with: (a) any third -party claims arising from Buyer's: (i) failure to obtain any consent, authorization
or license required for Indemnitees' use of Buyer Materials; (ii) use of the Products, Software, or Services in any manner (e.g., solely or in
combination) not expressly permitted by these Terms or the applicable license agreement or specifications provided by the Product and/or Software
manufacturer or provider of Services; (iii) misuse, modifications, enhancements, or programming to the Products, Software, Services; (iv) breach
of its obligations, representations, and warranties under these Terms; or (v) gross negligence in connection with the performance of its obligations
under these Terms; (b) Indemnitees' compliance with any technology, designs, instructions or requirements, including any specifications provided
by Buyer or a third party on Buyer's behalf, and (c) any reasonable costs and attorneys' fees and expenses required for Indemnitees to respond to a
subpoena, court order or other official government inquiry regarding Buyer's use of the Products, Software, or Services.
14.3. Notification. The indemnified party shall: (i) provide prompt written notice to the indemnifying party; (ii) reasonably cooperate in connection with
the defense or settlement of the claim, including providing all reasonable information and assistance at the indemnifying party's cost; and (iii) give
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TERMS AND CONDITIONS OF SALE
the indemnifying party sole control over the defense and settlement of the claim, provided that any settlement of a claim shall not include a specific
performance obligation or admission of liability by the indemnified party. Failure to provide timely notice that prejudices the indemnifying party
shall relieve the indemnifying party of its obligations under these Terms to the extent the indemnifying party has been prejudiced and the failure to
provide timely notice shall relieve the indemnifying party of any obligation to reimburse the indemnified party for its attorney's fees incurred prior
to notification.
14.4. The foregoing indemnities are personal to Seller and Buyer and may not be transferred or assigned to anyone except the manufacturer or a
subcontractor performing any of the work in connection with this agreement. This section 14 states the parties' exclusive remedies for any claims
arising under sections 14.1 and 14.2, other than any remedies that may be available against third party manufacturers or providers of the Products,
Software or Services.
14.5. INSURANCE REQUIREMENTS (a) Throughout the life of this Agreement, SELLER shall pay for and maintain in full force and effect all
insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the
State of California and rated no less than "A-VII" in the Best's Insurance Rating Guide, or (ii) as may be authorized in writing by BUYER'S Risk
Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated herein shall maintain limits of
liability of not less than those amounts stated therein. However, the insurance limits available to BUYER, its officers, officials, employees, agents
and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the
named insured.
14.6. (b)lf at any time during the life of the Agreement or any extension, SELLER or any of its subcontractors fail to maintain any required insurance in
full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to
SELLER shall be withheld until notice is received by BUYER that the required insurance has been restored to full force and effect and that the
premiums therefore have been paid for a period satisfactory to BUYER. Any failure to maintain the required insurance shall be sufficient cause
for BUYER to terminate this Agreement. No action taken by BUYER pursuant to this section shall in any way relieve SELLER of its
responsibilities under this Agreement. The phrase "fail to maintain any required insurance" shall include, without limitation, notification received
by BUYER that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.
14.7. (c) The fact that insurance is obtained by SELLER shall not be deemed to release or diminish the liability of SELLER, including, without
limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify BUYER shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be
provided by SELLER. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of
SELLER, vendors, suppliers, invitees, contractors, sub -contractors, subcontractors, or anyone employed directly or indirectly by any of them.
15. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SELLER BE LIABLE FOR
ANY LOST PROFITS, LOST BUSINESS, LOST REVENUE, OR ANY OTHER SPECIAL, INCIDENTAL, LIQUIDATED, INDIRECT, OR
CONSEQUENTIAL DAMAGES, HOWEVER ARISING, EVEN IF THE PARTIES HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH
DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. NO LIQUIDATED OR DELAY DAMAGES SHALL
APPLY UNLESS AMOUNTS AND ASSOCIATED DELIVERY MILESTONES ARE EXPLICITY STATED IN THE ORDER.
FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER'S LIABILITY ON ANY CLAIM ARISING OUT OF OR
CONNECTED WITH THESE TERMS OR THE MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCTS, SOFTWARE, OR
SERVICES, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), MISREPRESENTATION, BREACH OF
CONTRACT, OR OTHERWISE;, SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID FOR THE PRODUCTS, SOFTWARE, AND/OR
SERVICES GIVING RISE TO THE CLAIM; however, such limitation of liability does not apply to: (i) SELLER'S indemnity and insurance
obligations per Section 14 herein; or (ii) any claims arising out of SELLER's fraud or willful misconduct.
16. TERMINATION AND SUSPENSION.
16.1. In addition to and subject to Seller's rights set forth in section 6, in the event of any material breach of these Terms, Order, or SOW by either party,
the non -breaching party may cancel the applicable Order or SOW by giving thirty (30) days' prior written notice thereof; unless the party in breach
has cured the breach prior to the expiration of the thirty (30) day period.
16.2. In the event Seller or Buyer terminates an Order, Buyer shall not be entitled to any refund or credit of fees paid or payable hereunder. Buyer shall
remain liable for Payment of invoices for Products and Software already delivered and Services already performed and for the fees and costs
described in section 3 above, and payment of any manufacturer cancellation charges for unshipped items. In the event an Order is terminated, all
licenses granted therein shall also terminate. Subject to the limitations and other provisions of these Terms, any provision that, in order to give
proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of these Terms.
16.3. In addition to any other remedies provided under these Terms or applicable law, Seller may exercise any reclamation rights and/or suspend or
terminate an Order or SOW with immediate effect if Buyer: (i) fails to pay any amount owed to Seller when due; (ii) fails to comply with any of its
obligations herein; (iii) experiences an adverse change in financial position or becomes a credit risk; or (iv) becomes insolvent, receivership,
reorganization or assignment for the benefit of creditors, to the extent permissible under law (each, an "Insolvency Event").
17. CONFIDENTIALITY. The receiving party shall protect the disclosing party's Confidential Information with the same degree of care as the
receiving party normally uses in the protection of its own Confidential Information, but in no case with any less degree than reasonable care. The
receiving party shall not disclose to any third party any Confidential Information it receives from the disclosing party. Confidential Information
excludes information that: (i) is publicly available other than by an act or omission of the receiving party; (ii) subsequent to its disclosure was
lawfully received from a third party; (iii) was known by the receiving party prior to its receipt without any breach of any confidentiality obligations;
or (iv) was independently developed by the receiving party without use of the disclosing party's Confidential Information. If the receiving party
becomes legally obligated to disclose any Confidential Information by subpoena, court order or other lawful government action, the receiving party
may disclose the Confidential Information only to the extent so ordered and, to the extent permitted by law, after providing prompt written
notification to the disclosing party of the pending disclosure. Neither party may use such Confidential Information in any way for any purpose,
except as authorized under the Order or SOW. Either party may disclose Confidential Information to its auditors or attorneys under an obligation of
confidentiality no less stringent, or Seller to its affiliates and/or third parties on a need -to -know basis to the extent necessary. If Seller offers to sell
Buyer Products, Software, or Services from a specific manufacturer, Buyer shall not purchase such Products, Software, or Services directly from
said manufacturer unless Seller provides prior written approval.
18. COMPLIANCE WITH LAW. Each party shall comply with all applicable laws, rules and regulations, including but not limited to, export and
import, trade restrictions, FARs, anti -bribery and anti -corruption, anti -money laundering, anti -human trafficking and slavery, environmental
protection, and health and safety. Products and Software may be subject to export controls under the laws, regulations, sanctions and/or directives
of the United States and other countries, in which case, these Products and Software are only authorized for use (e.g., via a government -approved
and issued export license, which Buyer must obtain) by the ultimate end -user in the destination identified in the transaction documents between
Effective as of October 25ih, 2022 Page 4 of 9
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
TERMS AND CONDITIONS OF SALE
Seller and Buyer. Buyer shall not sell, export, re-export or transfer, or cause a deemed export or re-export of the Products and Software (in their
original form or after being incorporated into other items) to any county or person to which/whom sell, export, re- export or transfer (actual or
deemed) is prohibited without first obtaining all required authorizations or licenses. To the extent permitted by law, Buyer shall indemnify and hold
Seller harmless from any loss or damage arising from its violation of any such laws, rules, and regulations. Furthermore, Buyer shall not use, transfer
or access any Products, Software, or Services for end use relating to any nuclear, chemical or biological weapons, or missile technology unless
authorized by the manufacturer and the U.S. government by regulation or specific license. If Seller receives notice that Buyer is or becomes identified
as a sanctioned or restricted party under applicable law (including without limitation, the
U.S. Commerce Department Bureau of Industry and Security (`BIS") Denied Persons List; Entity List or Unverified List; the U.S. Treasury
Department Office of Foreign Assets Control ("OFAC") Specially designated Nationals and Blocked Persons List; or the U.S. State Department
Directorate of Defense Trade Controls ("DDTC") Debarred Parties List), Seller will not be obligated to perform any of its obligations under any
Order or SOW. Equipment, systems, or services provided by Seller may incorporate, include, or use telecommunications equipment, systems, parts,
components, elements, or services that have sourcing restrictions depending on the intended use under section 889 of the National Defense
Authorization Act for Fiscal Year 2019 (Pub. L. No. 115-232).
19. PRIVACY. Each party shall comply with all applicable laws governing the collection, use and disclosure of personal data (as defined by applicable
domestic and international data protection laws) and must obtain any required consents with respect to the handling of personal data as required by
law. Buyer acknowledges that Seller is headquartered in the United States and operates globally, that data collected by Seller from Buyer in
connection with these Terms may be transferred into and/or processed in the United States or other locations by Buyer or an authorized third
party/subcontractor, Buyer and expressly consents to such transfer and processing.
20. FORCE MAJEURE. Seller shall not be liable for any failure to perform its obligations under an Order or SOW resulting directly or indirectly
from, or contributed to or by acts of God, acts of terrorism, civil or military authority, epidemic or pandemic, fires, strikes or other labor disputes,
accidents, floods, war, riot, inability to secure raw material or transportation facilities, hacking or other malicious attack, dissolution of the
applicable manufacturer's business, acts or omissions of carriers, or any other circumstances beyond Seller's reasonable control.
21. LAW. VENUE. These Terms and any transactions contemplated herein shall be governed according to the substantive laws of the State of
California, without regard to principles of conflicts of law, and shall not be governed by the U.N. Convention on the International Sale of Goods.
Any issue, dispute or controversy ("Dispute") between the parties, including with respect to contract formation or the interpretation of these Terms,
that cannot be commercially resolved by the parties shall, by agreement of parties, be submitted to nonbinding mediation as a condition precedent
to litigation. If Seller elects mediation, the parties shall mutually agree upon the mediator and shall share equally in the mediator's fees.
22. RELATIONSHIP OF PARTIES. The parties are independent contractors and expressly disclaim any partnership, franchise, joint venture, agency,
employer/employee, fiduciary or other special relationship. A person who is not a party to an Order or SOW shall not have any benefit or rights
under or in connection with either.
23. GENERAL. These Terms shall be construed and interpreted without regard to any presumption or rule requiring construction or interpretation
against the party drafting an instrument or causing any instrument to be drafted. No amendments, modifications, waivers, rescission or termination
of these Terms can be made through the parties' course of dealings and no such change can be made except in writing and signed by authorized
representatives of the parties. Failure by a party to exercise any right or remedy under these Terms shall not be deemed a waiver of such right or
remedy unless in writing signed by the party, nor shall any waiver be implied from the acceptance of any payment. No waiver by a party of any
right shall extend to or affect any other right, nor shall a waiver by a party of any breach extend to any subsequent breach. Buyer shall not assign
an Order or SOW, by operation of law or otherwise, without the express written approval of Seller. Any attempt to assign or transfer all or any part
of these Terms without first obtaining that written consent will be void or voidable, at Seller's election. Any provision of these Terms that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be limited or eliminated to the minimum extent required by that
jurisdiction, and the remaining provisions shall remain in full force and effect. Buyer acknowledges that the terms or content of any hyperlinked
document, as amended from time to time, are incorporated in these Terms by reference and that it is Buyer's responsibility to review the terms or
content in the hyperlinks referenced. All notices under these Terms must be in writing (e.g., e-mail or physical mail) and addressed to the other party
at its address set forth in the Order or SOW.
In the event Seller provides product storage -related Services to Buver under a Storage Term Sheet, Order or other documentation which specifically
references these Terms; then the following additional terms and conditions shall apply. Any capitalized terms used herein and not defined shall have
the meeting set forth in the Storage Term Sheet, as applicable. The term "Company" and "Buyer" shall have the same meaning for purposes of the
Terms. In the event of a conflict between the following additional terms and conditions and the Terms, these terms and conditions shall prevail.
24. Term and Termination. The Storage Term Sheet shall run for the Storage Term (if no Storage Term in specified, the term shall be 90 days) and
shall thereafter automatically renew for successive thirty (30) day renewal terms unless earlier terminated as provided herein. Either party may terminate
the Storage Term Sheet by providing at least thirty (30) days prior written notice to the other party. Further, Seller may immediately terminate this
Storage Term Sheet in the event Buyer fails to timely satisfy any invoice due to Seller. Upon the effective date of the termination of this Storage Term
Sheet, Seller shall ship, at Buyer's sole risk and expense, any remaining Products that are being stored on Buyer's behalf to the Designated Buyer Ship -
To Location.
25. Storage of Products. For Buyer's benefit, Seller shall receive, unload, and store the Products at the Facility. Upon prior notice to Buyer, Seller
may change the location of the Facility. The Products shall be stored at the Facility at Buyer's sole risk and expense.
26. 5 i in . Upon Buyer's issuance of a Shipping Order (as defined below), and at Buyer's sole risk and expense, Seller shall ship the Products
to the Designated Ship -To Location. A "Shipping Order" shall mean a written request issued by Buyer to Seller that identifies: (i) the specific Product
to be shipped; (ii) the quantity of Products to be shipped; (iii) the method of shipping selected by the Buyer; and (iv) the shipping destination, if different
from the Designated Ship -To Location. Following acceptance of a Shipping Order, Seller shall ship the requested quantity of Products identified in
the Shipping Order as soon as commercially reasonable, unless a specific date is mutually agreed to by the parties. If Buyer does not specify the mode
of shipment or carrier, Seller shall use commercially reasonable efforts to ship the Products in the most cost-effective manner but does not guarantee
that it will be the least expensive option available. Delivery of the Products being stored on Buyer's behalf may be made in one or multiple shipments
based on Seller's discretion. Shipping charges shall be included on Seller's invoice to Buyer; provided, however, that Seller may require, in its
discretion, that Buyer prepay the fees and costs associated with shipping.
27. Invoicing and Payment. Regardless if the Products are being stored on Buyer's behalf or if they have already been shipped to the Designated
Buyer Ship -To Location, Buyer shall timely satisfy the invoices issued by Seller to Buyer for the purchase of the Products. Seller shall invoice Buyer
for the Storage Fees plus applicable tax, and Buyer shall pay Seller the Storage Fees within Payment Terms of the date of the invoice. In the event
Buyer fails to pay the total sums due on an invoice by the due date, the entire outstanding balance due to Seller on all invoices shall be accelerated and
become due in full immediately and the maximum allowable charge and/or interest allowed by applicable laws shall be applied to all past due accounts
Effcclivc as ofOctobcr 25'h. 2022 Page 5 of 9
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBC64
TERMS AND CONDITIONS OF SALE
commencing from the due date of the invoice until paid. Seller shall also be entitled, in addition to all other remedies available at law or in equity, to
suspend performance of under the Storage Term Sheet and recover reasonable attomeys' fees and/or other expenses incurred collecting all outstanding
sums from Buyer or otherwise enforcing or successfully defending the Terms. Seller may set off any amount due from Buyer from any amounts due
to Buyer.
28. Title and Risk of Loss to the Products. Seller is only storing Product that has been purchased by Buyer. As such, in the case of a Storage
Terms Sheet, title to the Product and risk of loss shall at all times remain with Buyer, including, but not limited to, when they are being stored at the
Facility. Buyer acknowledges and agrees that Seller shall have no obligation whatsoever to maintain any insurance specifically covering the Product.
As such, Buyer shall be solely responsible for, and shall be required to maintain insurance to cover any risk of loss to the Products while in storage at
the Facility. Buyer agrees to indemnify, defend, hold harmless and release Seller and its affiliates and their respective shareholders, officers, directors,
employees, agents, successors and assigns from all liabilities arising from any loss or damage to the Products due to any cause whatsoever,
including fire, insects, rodents, rust, normal wear and tear, leakage, moisture, changes in temperature, acts of God, deterioration by time, or damage
or for any loss or damage from causes beyond Seller's reasonable control. Further, Buyer shall be responsible for all risk of loss to the Products
while en route to the Designated Buyer Ship -To Location or to such other destination as Buyer may designate in writing.
Effective as ofOctober 25 °, 2022 Page 6 of 9
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
TERMS AND CONDITIONS OF SALE
Exhibit A
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability
coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and
shall provide coverage for "bodily injury," "property damage" and "personal and advertising injury" with coverage for premises and
operations (including the use of owned and non -owned equipment), products and completed operations, and contractual liability
(including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under
"Minimum Limits of Insurance."
2. The most current version of Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership,
maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence
form and shall provide coverage for all owned, hired, and non -owned automobiles or other licensed vehicles (Code I - Any Auto).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Technology Professional Liability (Errors and Omissions) insurance appropriate to SELLER'S profession. Coverage shall be
sufficiently broad to respond to duties and obligations as is undertaken by SELLER in this agreement and shall include but not be
limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark,
trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private
information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response
costs as well as regulatory fines penalties and credit monitoring expenses with limits sufficient to respond to these obligations.
MINIMUM LIMITS OF INSURANCE
SELLER, or any party the SELLER subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits
available to BUYER, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified
herein or the full limit of any insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.
2, COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of California with statutory limits.
4- EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. TECHNOLOGY PROFESSIONAL LIABILITY (Errors and Omissions) appropriate to the Seller's profession:
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event SELLER purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum Limits of Insurance," this insurance policy(ies) shall
"follow form" and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also
apply on a primary and non-contributory basis for the benefit of the BUYER, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
E rfcclive as of Octobcr 25ih, 2022 Page 7 of 9
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
TERMS AND CONDITIONS OF SALE
SELLER shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and SELLER shall also be responsible
for payment of any self -insured retentions. Any deductibles or self -insured retentions must be declared to on the Certificate of Insurance, and approved by,
the BUYER'S Risk Manager or his/her designee. At the option of the BUYER'S Risk Manager or his/her designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self -insured retentions as respects BUYER, its officers, officials,
employees, agents and volunteers; or
(ii) SELLER shall provide a financial guarantee, satisfactory to BUYER'S Risk Manager or his/her designee, guaranteeing
payment of losses and related investigations, claim administration and defense expenses. At no time shall BUYER be
responsible for the payment of any deductibles or self -insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions:
1. BUYER, its officers, officials, employees, agents and volunteers are to be covered as additional insureds. SELLER shall establish
additional insured status for the Buyer and for all ongoing and completed operations by use of ISO Form CG 20 10 11 85 or both
CG 20 10 04 13 and CG 20 37 04 13 or by an executed manuscript insurance company endorsement providing additional insured status
as broad as that contained in ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection afforded to BUYER, its officers, officials, employees,
agents and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to
the Additional Insured.
For any claims relating to this Agreement, SELLER'S insurance coverage shall be primary insurance with respect to the BUYER, its
officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the BUYER, its officers, officials,
employees, agents and volunteers shall be excess of SELLER'S insurance and shall not contribute with it. SELLER shall establish
primary and non-contributory status by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorsement
that provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04 13.
The iYake►s' Compensation instnance nolicX is to contain, or be endorsed to contain, the following provision: SELLER and its insurer shall waive any
right of subrogation against BUYER, its officers, officials, employees, agents and volunteers.
If the Technology P►aofessional (Ervors and nmissio s)fMuronce pe�lr-v is written on a claims -made form:
1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by SELLER.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement
work or termination of the Agreement, whichever occurs first, or, in the alterative, the policy shall be endorsed to provide not less than
a five (5) year discovery period.
3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the
effective date of the Agreement or the commencement of work by SELLER, SELLER must purchase "extended reporting" coverage
for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to BUYER for review.
5. These requirements shall survive expiration or termination of the Agreement.
All policies of insurang a required herein shall be endorsed to provide that the coverage shall not be cancelled, non -renewed, reduced in coverage or in limits
except after thirty (30) calendar days written notice by certified mail, return receipt requested, has been given to BUYER. SELLER is also responsible for
providing written notice to the BUYER under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation,
non -renewal, or reduction in coverage or in limits, SELLER shall furnish BUYER with a new certificate and applicable endorsements for such policy(ies).
In the event any policy is due to expire during the work to be performed for BUYER, SELLER shall provide a new certificate, and applicable endorsements,
evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy.
Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs,
then the requirement for the Limits of Liability of these polices will be twice the above stated limits.
The fact that insurance is obtained by SELLER shall not be deemed to release or diminish the liability of SELLER, including, without limitation, liability
under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by
Effective as of October 25'^, 2011 1 Pagc 8 of 9
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
TERMS AND CONDITIONS OF SALE
SELLER. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of SELLER, its principals,
officers, agents, employees, persons under the supervision of SELLER, vendors, suppliers, invitees, consultants, sub -consultants, subcontractors, or anyone
employed directly or indirectly by any of them.
VERIFICATION OF COVERAGE
SELLER shall furnish BUYER with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable
endorsements are to be received and approved by the BUYER'S Risk Manager or his/her designee prior to BUYER'S execution of the Agreement and
before work commences. All non -ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon
request of BUYER, SELLER shall immediately furnish Buyer with a complete copy of any insurance policy required under this Agreement, including all
endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or
termination of this Agreement.
SUBCONTRACTORS
If SELLER should subcontract all or any portion of the services to be performed under this Agreement, SELLER shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated herein and SELLER shall ensure that BUYER, its officers, officials, employees,
agents and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file with SELLER and BUYER prior to the
commencement of any work by the subcontractor.
Effective as ofOctobcr 25", 2022 Page 9 of 9
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
City of
1Z
W- n! 0a V-Vj�
Wastco-water Treatment P/aInt
City of Fresno, California
Power Metering Dashboard & Integral Remc
Racking Installation
March 24, 2023
Eaton Proposal No.- SFK1-220630-01-RC REV. 3 FINAL
lFm,T*N
Powering Business Worldwide
Eaton Corporation
Electrical Engineering Service & Systems
5735 W. Las Positas Blvd., Suite 100
Pleasanton, California 94588
Contact: Raymond Cooper
Phone: (925) 416-9169
raymondtcooper@eaton.com
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
City of Fresno, California
Power Metering Dashboard
MARCH 2O23
1. Project Summary
The Wastewater Treatment Plant for the City of Fresno, California is seeking to procure the
hardware for an Eaton Power Metering Dashboard. This proposal outlines the Power
Metering Dashboard hardware necessary per our knowledge of the current facility conditions.
2. Equipment Bill of Material
Eaton will provide the following Bill of Material:
QW.
Description
4 1 PX Dashboard
MR2 Pan Assembly and Integral
Remote Racking Mechanism
7 1 Handheld Pendant
Catalog Number
I
PXDBCSRT-2A1-D2
MR2APCANGABBB
1 C19628G02
1 Drawing No.
71 Y8989
71 Y8989
71 Y8989
3. Services Scope of Work
Eaton Corporation will provide the necessary field service personnel, tools, materials, and
approved test equipment to perform the scope of work as described herein.
INCOMING 12KV SWITCHGEAR
• Install Setup and Configuration of (1) PX Dashboard System for communication
o Note: PX Dashboard already purchased by customer
• Install Integral Remote Racking System in each of the circuit breaker cells below:
o Main Breaker Cell "53-BKR-201"
o Tie Breaker Cell "53-BKR-301"
o Main Breaker Cell "53-BKR-101"
o Feeder Breaker Cell "53-BKR-202"
o Feeder Breaker Cell "53-BKR-102"
o Feeder Breaker Cell "53-BKR-203"
Eaton Proprietary and Confidential
Unauthorized Use and/or Disclosure is Strictly Prohibited EATON CORPORATION 1
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
City of Fresno, California
Power Metering Dashboard MARCH 2O23
MAIN SWITCHGEAR BUILDING
SWITCHGEAR M-MVS A
• Install Setup and Configuration of (1) PX Dashboard System for communication
o Note: PX Dashboard already purchased by customer
• Install Integral Remote Racking System in each of the circuit breaker cells below:
o Main Breaker Cell "29-BKR-101"
o Tie Breaker Cell "29-BKR-301"
o Feeder Breaker Cell "29-BKR-102"
o Feeder Breaker Cell "29-BKR-103"
o Feeder Breaker Cell "29-BKR-104"
o Feeder Breaker Cell "29-BKR-105"
o Feeder Breaker Cell "29-BKR-106"
o Feeder Breaker Cell "29-BKR-107"
o Feeder Breaker Cell "29-BKR-108"
o Feeder Breaker Cell "29-BKR-109"
SWITCHGEAR M-MVS B
• Install Setup and Configuration of (1) PX Dashboard System for communication
o Note: PX Dashboard already purchased by customer
• Install Integral Remote Racking System in each of the circuit breaker cells below:
o Main Breaker Cell "29-BKR-201"
o Feeder Breaker Cell "29-BKR-202"
o Feeder Breaker Cell "29-BKR-203"
o Feeder Breaker Cell "29-BKR-204"
o Feeder Breaker Cell "29-BKR-205"
o Feeder Breaker Cell "29-BKR-206"
o Feeder Breaker Cell "29-BKR-207"
o Feeder Breaker Cell "29-BKR-208"
o Feeder Breaker Cell "29-BKR-209"
A SIDE SWITCHGEAR BUILDING
A SIDE SWITCHGEAR - 100
• Purchase (1) PX Dashboard System
• Install Setup and Configuration of (1) PX Dashboard System for communication
Eaton Proprietary and Confidential
Unauthorized Use and/or Disclosure is Strictly Prohibited EATON CORPORATION 2
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
City of Fresno, California
Power Metering Dashboard
MARCH 2O23
■ Install Integral Remote Racking System in each of the circuit breaker cells below:
o Main Breaker Cell "60-BKR-100"
o Tie Breaker Cell "60-BKR-300"
o Feeder Breaker Cell "60-BKR-101"
o Feeder Breaker Cell "60-BKR-102"
o Feeder Breaker Cell "60-BKR-103"
o Feeder Breaker Cell "60-BKR-104"
o Feeder Breaker Cell "60-BKR-105"
o Feeder Breaker Cell "60-BKR-106"
o Feeder Breaker Cell "60-BKR-107"
o Feeder Breaker Cell "60-BKR-108"
A SIDE SWITCHGEAR - 200
■ Purchase (1) PX Dashboard System
■ Install Setup and Configuration of (1) PX Dashboard System for communication
• Install Integral Remote Racking System in each of the circuit breaker cells below:
o Main Breaker Cell "60-BKR-200"
o Feeder Breaker Cell "60-BKR-201"
o Feeder Breaker Cell "60-BKR-202"
o Feeder Breaker Cell "60-BKR-203"
o Feeder Breaker Cell "60-BKR-204"
o Feeder Breaker Cell "60-BKR-205"
o Feeder Breaker Cell "60-BKR-206"
o Feeder Breaker Cell "60-BKR-207"
o Feeder Breaker Cell "60-BKR-208"
BLOWER BUILDING 1
DOUBILE ENDED SWITCH GEAR --100 R 200
• Purchase (1) PX Dashboard System
• Install Setup and Configuration of (1) PX Dashboard System for communication
• Install Integral Remote Racking System in each of the circuit breaker cells below:
o Main Breaker Cell "04-BKR-101"
o Tie Breaker Cell "04-BKR-301"
o Feeder Breaker Cell "04-BKR-102"
o Feeder Breaker Cell "04-BKR-103"
o Feeder Breaker Cell "04-BKR-104"
o Main Breaker Cell "04-BKR-201"
Eaton Proprietary and Confidential
Unauthorized Use and/or Disclosure is Strictly Prohibited EATON CORPORATION 3
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
City of Fresno, California
Power Metering Dashboard MARCH 2O23
o Feeder Breaker Cell "04-BKR-202"
o Feeder Breaker Cell "04-BKR-203"
o Feeder Breaker Cell "04-BKR-204"
DOUBLE ENDED SWITCHGEAR 400 & 500
Purchase (1) PX Dashboard System
• Install Setup and Configuration of (1) PX Dashboard System for communication
Install Integral Remote Racking System in each of the circuit breaker cells below:
o Main Breaker Cell "04-BKR-501"
o Tie Breaker Cell "04-BKR-601"
o Feeder Breaker Cell "04-BKR-502"
o Feeder Breaker Cell "04-BKR-503"
o Main Breaker Cell "04-BKR-401"
o Feeder Breaker Cell "04-BKR-402"
o Feeder Breaker Cell "04-BKR-403"
ADDITIONAL SCOPE OF WORK
• Dashboard User Accessibility Configuration & Training
o User creation/deprovisioning
o Ability to access audit logs
o Remove or disable the ability to power off systems remotely
o Provide user accessibility configuration training to COF administrative staff
Eaton Proprietary and Confidential
Unauthorized Use and/or Disclosure is Strictly Prohibited EATON CORPORATION 4
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
City of Fresno, California
Power Metering Dashboard
4. PRICING
MARCH 2O23
Item
1
Descri tian
Each
QTY.
Price CN
o01
Materials
PX Dashboard, Processor and Mountie Kits
$40,911
4
$163,642
MR2 Pan Assembly & Integral Remote Racking Mechanism
$4,290
59
$253,107
Handheld Pendant
$991
7
$6,936
Misc. Materials Hardware, Mounting, Wire, Etc.
$144
59
$8,508
Foreseer to DT3000 Relays LOT
$693
59
$40,898
Total Materials Price:
$473 091
TasIll
Job TMe—
Description Hourly Rate->
Field
Service
Specialist/
Engineer
Design
Engineer
Scheduler
Project
Manager
Total Labor
Costs
Total Other
Direct Costs
Total Costs
$232
S276
$276
$323
1
Job Safetey Review
56
0
0
20
$19,452
$19,452
2
Planning, Meetings, and Site Visits
01
0
01
80
$25,840
$25,940
3
Engineering and Design
01
80
0
0
S22,080
$22,080
4
Mobilization and Demobilization
01
0
0
24
$7,752
$7,752
5
Installation, Setup, and Configuration of PX Dashboard
System
56
0
0
0
S12.992
$12,992
6
Installation of Integral Remote Racking System in each
Breaker Cell /FSRSpecialist
1037
01
0
0
$240,594
S41..630
$282,214
7
Project Travel Time
112
0
0
0
$25,984
$25,984
8
Project Reporting
56
01
01
0
$12,992
S12,992
9
Prevailing Wage Reporting
0
01
561
0
515,456
$15,456
Additional Scope of Work
10 Dashboard User AccessibiltyConfiguration&Training
12 0 0 0
$2,754
S2,784
*Task 6- other direct cost includes hotels, meals etc.
Total Labor Price:
$427,546
Price for the above scope of work is based on performing site work Monday — Friday, 8:OOAM
— 5:OOPM.
5. ORDER ENTRY
1. Reference the Eaton Proposal Number listed on this proposal
2. Issue a purchase order to EATON CORPORATION
3. Email purchase order to: raymondtcooper@eaton.com
Please reference Proposal Number SFK1-220630-01-RC on any purchase order issued in
response to this proposal.
6. DELIVERY
The scheduling of work will be mutually agreed upon between the customer and Eaton's
Electrical Engineering Services & Systems. Please allow three weeks for scheduling
purposes.
Eaton Proprietary and Confidential
Unauthorized Use and/or Disclosure is Strictly Prohibited EATON CORPORATION 5
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
City of Fresno, California
Power Metering Dashboard MARCH 2O23
7. QUALIFICATION / CLARIFICATIONS
Seller shall not be responsible for any failure to perform, or delay in performance of, its
obligations resulting from the COVID-19 pandemic orany future epidemic, and Buyershall
not be entitled to any damages resulting thereof.
• All work to be completed at straight time, Monday through Friday except for scheduled
outages as defined in our proposal.
No time/labor included for site specific training meetings/classes/videos. If required,
additional charges will apply and will be billed separately from this proposal.
• Minor repairs and adjustments taking a minimal amount of time will be included in our
base price. If additional time or material is required, it will be charged as an extra.
• Any significant delays due to adverse weather will result in additional charges.
• If straight time work is required to be performed on an overtime basis, Customer will be
billed the difference between the straight time and overtime rate.
• Stand-by power needs, if deemed necessary, are not included.
• Applicable fees for outage related costs including stand-by and re -connect services are
not included.
■ Eaton will correct minor deficiencies. Minor deficiencies are those that require no special
tools, parts, etc. and take a minimal amount of time to perform. Repair labor beyond this,
and all material, will be considered as extra.
■ Method of procedure (MOP) development or meeting time not outlined in the scope of
work will be treated as an extra.
• Replacement parts and additional labor required to perform any repairs necessary for
proper operation of your equipment will be accomplished exclusively at your written
direction and authorization.
■ Delays beyond the control of Eaton, extras and authorized additional work will be charged
in accordance with the Eaton's Electrical Engineering Services & Systems 2022 Price List
PL02700001 E.
• Delay time: If Eaton arrives onsite to perform scheduled work and the work is cancelled,
Eaton will charge for four (4) hours minimum per person, plus travel expenses if no
replacement work can be scheduled. If sufficient notice (72 hours) is given to Eaton when
canceling scheduled work, no additional charge will apply.
• Third party billing will be subject to an additional 15% fee.
8. SAFETY TRAINING OF EATON FIELD PERSONNEL
All Eaton field personnel received training to comply with OSHA CFR1910 Electrical
Safety Standard, which sets minimum safety rules and practices for the design, operation,
and maintenance of high -voltage systems (over 600 volts). Safety standards are in place
to meet or exceed NFPA 70E requirements, and appropriate Personal Protective
Equipment (PPE) have been issued.
The customer is responsible to ensure that any supporting plant personnel have also be
fully trained in electrical safety and provided with the appropriate personnel protective
equipment.
9. DIVISION OF RESPONSIBILITY
Eaton Responsibilities:
Eaton Proprietary and Confidential
Unauthorized Use and/or Disclosure is Strictly Prohibited EATON CORPORATION 6
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
City of Fresno, California
Power Metering Dashboard
MARCH 2O23
• Eaton will perform necessary adjustments, which are required to bring equipment to
satisfactory operating condition, or review these with you prior to commencement of any
additional work.
• Eaton will obtain authorization in advance before performing any additional work. In these
cases, Eaton will provide services on a time and material basis. Eaton will provide a listing
of all applicable skills classifications that apply to the execution of this contract and identify
the hourly rates (both straight time and overtime) that will apply for the duration of the
contract. Eaton will also indicate escalation if applicable and, and in addition, provide a
definition of when overtime rates apply.
• Eaton will provide you with a minimum notice of 72 hours of intent to service any
equipment.
• Eaton shall furnish test engineers, field technicians, support personnel, tools, equipment,
materials, supplies and transportation as required.
• Eaton will provide and install safety locks, as required, and in accordance with the facility
safety guidelines.
• Eaton will perform voltage test and install necessary circuit / equipment safety grounds to
assure safe working conditions
• Upon completion of work:
• Eaton will remove safety grounds installed by Eaton
• Eaton will remove safety locks installed by Eaton.
Customer Will Be Responsible For The Following:
• Providing free access to equipment within their facility.
• Ensuring that all equipment is available upon arrival of Eaton personnel, including removal
from service to permit continuous progression of work. Delay time in making equipment
available will be treated as an extra.
■ Identifying site contact for this project.
• Providing electricians to remove equipment covers and re -install the same when required.
• Coordinating all outages and perform all switching to de -energize and isolate equipment
to be serviced.
• Ensuring that all circuits to be de -energized have been clearly identified and that all plant
personnel and downstream operations are aware of the required outage date, time and
duration. This includes maintaining power to vital or necessary plant equipment and
processes during the performance of this scope of work.
• Providing a copy of the past maintenance records to Eaton personnel.
• Providing manufacturers maintenance manuals upon arrival of Field Engineer/s.
■ Supplying a complete set of electrical plans, including the plant single -line diagram,
specifications, and any pertinent change orders to Eaton before commencement of work.
• Supply a suitable and stable source of power for operation of test and motorized
equipment at each test site when normal power is removed or authorize Eaton to obtain a
source of auxiliary power, Eaton shall specify requirements. Any non-standard generators
rentals will result in a price adder to this proposal.
• Providing a place to receive and unload replacement equipment, test equipment or other
supplies.
• Providing special tools supplied by equipment manufacturers.
10. WHY EATON FOR THIS PROJECT
Eaton Proprietary and Confidential
Unauthorized Use and/or Disclosure is Strictly Prohibited EATON CORPORATION 7
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
City of Fresno, California
Power Metering Dashboard
MARCH 2O23
■ Eaton field personnel have years of experience with low, medium, and high voltage
electrical distribution equipment and have been factory trained at the Eaton Distribution
Equipment Manufacturing Facilities and obtained outside training on other competitors'
equipment.
■ Eaton maintains a fully functional and operational remote monitoring center, which can be
incorporated as part of the solutions to improve your overall electrical system reliability.
• Eaton has access to the engineering departments who currently design electrical
equipment.
• Eaton has the following in-house technical support available to the specification engineer:
• Environmental -Health and Safety personnel
• Factory design engineers
■ Power Systems Engineers
• Quality and Standards Engineers
• Eaton test equipment is state of the art and calibrated yearly.
• Emergency Service available 24 hours per day, 365 days per year.
11. PROPRIETARY AND CONFIDENTIAL INFORMATION
This submittal contains Eaton proprietary and confidential information, which may only be
used by the City of Fresno to evaluate and respond to this submittal. By accepting this
submittal from Eaton, City of Fresno agrees to not use this submittal, or any information
contained herein, in any manner adverse to Eaton's interests; to keep in confidence the
submittal and all information contained; and to not disclose to any third party or publish this
submittal, any portion thereof, or any information contained herein without Eaton's prior written
consent.
12. TERMS AND CONDITIONS
Any order arising out of this offer will be governed by the conditions contained in Eaton Selling
Policy 25-000 dated November 1, 2008. Taxes, if applicable, not included. This offer is valid
for 30 days unless otherwise extended, modified, or withdrawn, in writing, by Eaton. Payments
are due and payable net within thirty (30) days from the date of each invoice.
Please use proposal reference number SFK1-220630-02-RC on any purchase order issued
in response to this proposal.
It is a privilege to have this opportunity to be of service. If there are any further questions or
needs, please contact one of your proposal team members listed in the next section. Eaton's
Electrical Engineering Services & Systems looks forward to working with you on this project.
13. PROPOSAL TEAM CONTACTS
Eaton Proprietary and Confidential
Unauthorized Use and/or Disclosure is Strictly Prohibited EATON CORPORATION 8
DocuSign Envelope ID: 348E917B-5C75-4OAB-A838-12E4516CBCB4
City of Fresno, California
Power Metering Dashboard
For questions regarding this proposal, please contact:
Eaton Corporation
Electrical Engineering Service & Systems
Service Sales Representative:
Raymond Cooper
Phone: (925) 416-9169
Email: raymondtcooper@eaton.com
14. ATTACHMENTS
Eaton Selling Policy 25-000
MARCH 2O23
Eaton Corporation
Electrical Engineering Service & Systems
Technical Application Support Engineer:
Lee Kambestad
Phone: 909-247-6559
Email: leekambestad@eaton.com
Eaton Proprietary and Confidential
Unauthorized Use and/or Disclosure is Strictly Prohibited EATON CORPORATION 9
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
City of Fresno, California
Power Metering Dashboard
i
Pbnwnrp fLrsnesr-L1hxi¢Awrg
Stupersedes Selling Policy 25-000, DOMESTIC U.S.A.
Pages 1-4, dated GENERAL TERMS AND
Novemtler 1, 2008 CONDITIONS OF SALE
TERMS AND CONDITIONS OF SALE
The Terms and Conditions of Sale set forth
herein, and any supplements which may be
attached hereto, constdute the full and final
expression of the contract for the sale of
products or services (heminafter referred to as
Product{s)or Services by Eaton Corporation
thereinafter referred to as Seller) to the Buyer,
and supersedes all prior quotations, purchase
orders, correspondence or commun.cations
whether written or oral between the
Seller and the Buyer. Notwfttandmg any
contrarytartguage in the Buyet's purchase
order, correspondence or other form of
acknowledgment. Buyer shall be bound by
these Terms and Conditions of Sage when it
sends a purchase order or otherwise indic- t
acceptance of this contract, or when it accepts
delivery from Seller ei the Products or
Servrees- THE CONTRACT FOR SALE OF
THE PRODUCTS OR SERVICES IS
EXPRESSLY LIMITED TO THE TERMS AND
CONDFrlONS OF SALE STATED HEREIN
ANY ADDITIONAL OR DIFFERENT TERMS
PROPOSED BY BUYER ARE REJECTED
UNLESS EXPRESSLY AGREED TO IN
WRITING BY SELLER. No contract shall
exist except as herein provided
Complete Agreement
No amendment or modification hereto nor any
statement representation or narranty not
contained herein shad be bind-r g on the .Seller
unless made in writing by an authorized
representative of the Seller_ Prior dealings.
usage of the trade ar a course of performance
shali not be relevant to determine the meaning
of the earmaet even though the accepting
or acquiescing party had inowtedge of the
nature of the performance and opportunity
for objection_
Quotations
Written quotaticns are vatd for 30 days from
b date unless otherwise stated in the
quotation or terminated sooner by notice
Verbal quotations, unless accepted, exp§e the
same day they are made.
A complete signed order must be received by
Seller within 20 calendar days of notification of
award, otherwise the orce and shipment will
be subject to re -negotiation
Termination and Cancellation
Products
Any order may be terminated by tt* Buyer
only by written notice and upon payment of
reasonable termination charges, including
ail progress billings and all incurred direct
mantracturing costs
Services
Any order may be termmated by the Buyer
only by wraen notice and upon payment of
reasonable termination charges including aS
costs plus profit
Seller shall have Me right to cancel any order
at any time by written :notice it Buyer
breaches any of the terms hereof, becomes
the subject of any proceeding under state
or fedesal law for the mlie- of debtors, or
otherwise becomes insolvent or bankrupt
generardy does not pay its debts as they
became due or makes an assignment --or
the benefit of creditors
Prices
Arl prces are sup ect m orange rwtheut
nol ce_ bn the event of a jance change, the
effective date of the change w1l be the date
of the new price or discount sheet letter or
telegram. All quotations made or orders
accepted after the effective date wi3 be on
the new bass_ For ex sting orders, the once
of the unshpped portion of an order wgl be
the price 7n effect at time of shipment
Price Policy — Products and Services
When prices are quoted as firm for quoted
shipment, they are =min provided the
following conditions are met
The order is released with complete
engineering details.
"shipment of Products are made, and
Se..vases purchased are provided within
the quoted lead time.
When drawings for approval are required
`or any Products, the drawings applicable
to those Products must he returned
within 30' calendar days from the date
ofthe original mating ofthe drawings
by Seller. The return drawings must be
released or manufacture and shs. ment
and must be marked 'APPROVED"
or'APPRCVED AS NOTEC ' Dratwstg
re -submittals which are requred for any
other reason than to correct Seller errors
will not extend the 30-day period.
4 �krR 4xp mk-.7�v �trx:rir. b AN. a-e to Tier
r-le. ad aM—S b— bond air tsar n'nnp r— b tt—
cusbmm.
MARCH 2O23
Sellina Policy
Effective: November 1, 2017 Page 1
Distribution and
Control Products
and Services
25-000
If the Buyer miliates or in anyway causes
delays in shipment provision of Services or
realm of approval drawings beyond the
periods stated above the price of the
Products or Services will be increased
i% per month or *action thereof up to a
maximum of 13 months tom the date of
the Buyers order For delays resulting in
shipment or prov,sion of Services beyond
13 months iom the date of the Buyers
order, the price must be renegotiated.
Price Policy— BLS
Refer to Price Policy 25-050
Minimum Billing
Orders less than S 1.000 wil be assessed a
shipping and handling charge of 5% of the
price of the order, with a mimmwn charge of
$25.00 unless noted differently on Product
discount sheets_
Taxes
The price does not include any taxes. Buyer
shall be responsible for the payment a; aJ
+axes applicable to, or arising from, the
transaction, the Products. its sale, value or
use, or any Services performed in connect n
therewith regardless of the person or entity
actually taxed_
TERMS OF PAYMENT
Products
Acceptance of all orders is subject
to the Buyer meeting Sellers credit
requirements Terns of payment are
subjectto change for failure to meet such
requirements Seller reserves the nght
at any time to demand fug or partial
payment before proceeding with a
contract of sale as a result of changes
-t the financal cond -ton of the Buyer
Terns of Payment are either Net 30 days
from the date of invoice or each shipment
or carry a cash discount based on
Product type. Specific payment terns
for Products are outlined in the
applicable Product discount schedules
Services
Terms of payment are net within 30 days
from date of invoice for orders amounting
to less than 550,000.00.
Eaton Proprietary and Confidential
Unauthorized Use and/or Disclosure is Strictly Prohibited EATON CORPORATION 10
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
City of Fresno, California
Power Metering Dashboard
MARCH 2O23
Selling Policy 85000
November 1, 2008
Page 2
Terms of payment for orders exceeding
$50 000.00 shall be made according to
the followng-
1. Twenty percent (20%) of order
value with the purchase order
payable 30 days from date of
TrANCe.
2 Eighty percent (BO%) of order value
in equal monthly payments over
the performance period payable
30 days 'rum date of iaoece_
except for work performed (i) under a
firm fixed price basis or (ill) pursuant to
terms of a previously Priced existing
contract between Seller and Buyer,
invoices for work performed by Seller
shag have added and noted on each
iwonce a charge of 3% (over and above
the price at the work) whxx is related to
Seller camplAwm rrth present ro
proposed environmental, health and
safety regulations associated with
nre%jibed requuErrhEwts owning
harardom rnawals management and
employee training, communications,
personal protective equipment,
dommeniation and record keeping
associated therewith_
Adequate Assurances
ff. in the judgmentof Seger, the financial
condition of the Buyer at anytime during the
period of the contract, does not justify the
terms of payment specified. Seger may
require full or partial payment in advance
Delayed Payment
If payments are not made in accordance with
these terns, a service charge will, without
prejudice to tine t>grrt of Seller to hmrtsadiate
payment be added ,n an amount equal to the
tower a, 1.5% per month or fraction thereof or
the highest legal rate on The unpaid balance.
Freight
FrL* t policy will be fated on the Product
drscourd sheets, or at option of Seger one
of the following freight terms wit be quoted.
F_OB_— PIS —FrtlPpd and Invoiced
Products are sold F_O.B_ point of shipment
freight prepaid and invoked to the Buyer.
F_O.B_— PIS —FrtlPpd and Allowed
Products sold are delivered F.O.B. Point
of shonhent, freight prepaid and induded
m the price.
F.OB_ Destination — FrtlPpd. and Allowed
At Buyers option, Seller will detever the
Products F O.B desti naton freight prepaid
and 2% will be added to the net price
Ttw than Ireot prepaid means that freight
charges w#I be prepaid to the acce5sible
common earner delivery point nearest the
destination for shipments wdhm the United
States and Pcerto Rico unless noted
differently on the Product discount sheets.
Fa any other destination, contact Seller's
representative
Shipment and Routing
Seller shall select the point of origin of
shipment, the method of transportation. the
type of carrier equipment and the routing of
the shipment.
it the Buyer specifies a special method of
transportation. type of carrier equipment
routweg or delivery requirement, Buyer shall
pay all special freight and handling charges_
When freight is included in the prate. no
allowance will be made in Neu of
transportation if the Buyer accepts shpment
at factory, warehouse orfreight station or
otherwise supplies its own transportallorr
Risk of Loss
Risk of loss or damage to the Products shag
pass to Buyer at the F-OB. point
Concealed Damage
Except in the event of F.O B. destination
shipments, Seller will not participate in any
settlement of damns for concealed damage
When shipment has been made on an F.O_B.
destination basis, the Buyer must unpack
mmedatery and, A damage is discovered,
must
I Not move the Products from the point
of examination
2. Retain shipping container and
packing material
3. Notify the carder nwriting ofany
apparent oLamage
4 Notify Seller representative within
72 hours of delivery
5. Send Seller a copy of the carries s
inspection report.
Witness TesWCustomer Inspection
Standard factory tests may be witnessed by
the Buyer at Sellers factoryfor an additional
charge calculated at the rate of 52,5W per
day (not to exceed e#d (8) hours) per
Product type Buyer may, final inspect
Products all the Sellers tdctory for S500
perday per Producttype_
Witness tests will add one (1) creek to the
scheduled shipping date Seller will notify
Buyer fourteen (14) calendar days prior to
scheduled witness testing or anspechan. In the
evert Buyer is unable to attend the Parties
shag mutually agree on a rescheduled date_
However, Seger reserves the right to deem
the witness tests waived with the right to shv
and "awoke Products.
Held Orders
For any order held, delayed or rescheduled
at the request of the Buyer, Seller may at its
sole option, (1) require payment to be based
IFmI*N
on any reasonable basis, including but riot
f united to be contract price, and any
additional expenses, or cost resulting from
such a decay. (2) store Products at the sole
cost and nsk of lass of the Buyer, andfor (3)
- harge to the Buyer thp5e p".ces otter the
appficabte pnce policy. Payment for such
price, expenses and costs, in any such
evert. shall be due by Buyer vrftm thirty (30)
Lays `rom date of Sellers invoix. Any order
so held delayed or rescheduled beyond six (B)
months will be treated as a Buyer tecmvtation_
Draw eng Approval
Seller wig design pie Products in line with,
in Sellers judgment good commercial
pram. e. If at drawing approval Buyer makes
changes outside of the design as covered
in their specifications, Seller will then
be paid reasonable charges and allowed
a commensurate delay in shipping date
based on the changes made_
Drawing Re -Submittal
When Seiler agrees to do so in its quotation,
Seller shall provide Buyer wdh the first set
of factory customer approval drawing(s) at
Sellers expense. The customer approval
drawing(s) will be delivered at the quoted
coverey dare. V Buyer requests asrawmg
changes or additions after the+nhpaf factory
customer approval drawing(s) have been
submitted by Seller, the Seller, at its option.
may assess Buyer drawing charges Factory
customer approval drmmg changes requxed
doe to misinterpretation by Seger will be
at Sellers expense_ Approval drawings
generated by Bid -Manager are excluded
from this Provision
WARRANTY
Warranty For Products
Seller warrants "the Products
manufactured by it will conform to
Setters appticabte spevhcatons and be
free frorn `adure due to deferts in
workmanship and materei for one (1)
year from the date of instaabon of the
Product or eighteen (18) months from
the date of shipment of the Product
whichever occurs first.
In the event any Product fails to c ompty
with the fcregong warranty Seller will, at
its option. either (a) repair or replace the
defective Product or defective part or
component thereof, F O.B_ Sellers
faclityfrehght prepaid, or (bN credit Buyer
for the purchase price of tree ProducL All
warranty claims shall be made in writing
Eaton Proprietary and Confidential
Unauthorized Use and/or Disclosure is Strictly Prohibited EATON CORPORATION 11
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
City of Fresno, California
Power Metering Dashboard
"JON
Nr.pr1ra7&-y WW KN%4
Seller requires all non -conforming
Products be returned at Selb W s expense
for evaluation unless specifically stated
othewxsen writing by Seiler.
This warranty does not cover failure
or damage due to storage, ansta bation,
operation or maintenance not
air conformance with Sellers
recommendations and industry standard
practice tic due to accident, misuse,
abuse or neg59ence_ This warranty does
not cover reimbursement for labor,
gaining access, removal, instalatan,
temporary power or any other expenses,
which maybe whourred
in connection with repair or replacement
This warranty does not apply to
equipment not manufactured by Seller_
Seller limits itself to extending the same
warranty A receives from the supplier_
Extended Warranty for Products
If requested by the Buyer and specifically
accepted in writing by Seller, the
foregoing standard warranty for Products
will be extended from the date of
shipment for the period and price
indicated bebow-
24 months - 2% a Contract Price
30 months - 3% of Contract Price
36 months - 4% of Contract Price
Special Warranty (in and Out) for
Products
If requested by the Buyer and specifically
accepted air writing by Seller. Sellerwhl,
during the warranty period for Products,
at an additional cast of 2% of the
contact price, be responsible for the
direct cost tit:
1. Removing the Product tom the
instaned location.
2 Transportation to the repair facility
and return to the site
3 Reinstallation on site
The total liability of Seller for this Special
Warranty for Products is lirnited to 501%
of the contract price of the particular
Product being repaired and excludes
expenses for removing adjacent
apparatus, walls, piling. structures,
temporary service, etc -
Warranty For Services
Seller warrants that the Services
perfmmed by R hereunder wil be
performed in accordance with generaly
accepted professional standards.
The Services, which do not so conform,
shal be corrected by Seller upon
ratification in writing by the Buyer
within one (1) year after completion
of the Services_
Unless othennise agreed to in writing by
Seller. Seiler assumes no responsitidity
with respect to the suitability of the
Buyer's, or its customer's, equipment
or with respect to any latent defects in
equipmentnot supplied by Seiler This
warrantydoes not coverdamage to
Buyers, or its customers equipment,
components or parts resulting in whole
or in part from improper maintenance or
coeration or from their deteriorated
condition Buyer will, at its cost provide
Seller with unobstructed access to the
detective Services, as well as adequate
free working space in the immediate
vicinity of the defective Services and
such facilities and systems includBrg,
without limitation, docks, cranes and
utility disconnects and conned%, as may
be necessary in order that Seller may
perform its warranty obligations The
conducting of any tests shah be mutually
agreed upon and Seger shah be notified
of, and may be present at, all tests that
may be made
Warranty for Power Systems Studies
Seller warrants that any power systems
studies performed by it ma conform
to generally accepted professional
standards Any portion of the study,
which does not so conform, shah be
corrected by Seller upon notification in
writing by the Buyer within six {5) months
after completion of the study. All
warranty wc: k shall be performed in a
sings shift straight time basis Monday
through Friday. In the event that the
study requires correction of warranty
Hems on an overtime schedule the
premium portion of such overtime shag
be for the Buyers account -
Limitation on Warranties for Products.
Services and Power Systems Studies
THE FOREGOING WARRANTIES ARE
EXCLUSIVE EXCEPT FOR WARRANTY
OF TITLE SELLER DISCLA1161S ALL
OTHER WARRANTIES INCLUDING
ANY IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE
CORRECTION OF NON -
CONFORMITIES IN THE MANNER
AND FOR THE PERIOD OF TIME
PROVIDED ABOVE SHALL
CONSTITUTE SELLER'S SOLE
LIABILITY AND BUYER'S EXCLUSIVE
REMEDY FOR FAILURE OF SELLER
TO MEET ITS WARRANTY
OBLIGATIONS. WHETHER CLAIMS
DF THE BUYER ARE BASED IN
CONTRACT, IN TORT {INCLUDING,
NEGLIGENCE OR STRICT LIABILITY)
OR OTHERWISE -
MARCH 2O23
Selling Poficy25-000
November 1, 2008
Page 3
Asbestos
Federal Law requires that building orfacility
owners identify the presence, location and
quantity of asbestos containing material
(herenaRer'ACM7 at work sites Setter is not
licensed to abate ACM. Accordingly, for any
contract which includes the provision of
Services pnor to (i) commencement of work
at any site under a specific Purchase Order.
(aa) a change in the work scope of any
Purchase Order. the Buyer will certify that
the work area associated with the Sellers
scope of work includes the handling of C lass II
ACM, including bast not limited to generator
wedges and high temperature gaskets which
include asbestos materials The Buyer shall,
at its expense. conduct abatement should
the removal. handling, modification or
reinstalatmn, or some or al of them, of said
Class tl ACM be likely to generate arrbome
asbestos fibers, and should such abatement
affect the cast of or time of performance of
the work then Seller shall be entitled to an
equitable adjustment in the schedule_ price
and other pertinent affected provisions of
the contract
Compliance with Nuclear Regulation
Sellers Products are sold as commercial
grade Products not intended for application
in Fecilibes or activities licensed by the Uwbed
Statues Nuclear Regulatory Commission
for atomic purposes. Further certification
will be required for use of the Products
m any safetyaxdated application in any
nuclear facility bcensed by the U.S
Nuclear Regulatory Comrnissics
Retuning Products
Authonzabon and shipping instructions for
the return of any Products must be obtairxed
from Seller before returning the Products
When return is occasioned due to Sen r error,
full credit including all transportation charges
will be allowed -
Product Notices
Buyer shall provide the user (including
its employees)of Mine Productsvnth all
Seller supplied Product notices warnings,
nstructions, recommendations and
similar materials_
Force ltajeure
Seller shall not be liable for alure to perform
or delay in per'orrrance dare to fire, flood,
strike or other tabor difficulty. act of God, act
of any govemmentaI authority or of the Buyer
riot embargo_ irel or energy shortage, car
shortage, wrecks or delays in transportation.
or due to arty other cause beyond Sellers
reasonable control In the evert of delay
air performance due to any such cause,
the date of delivery or time for cornpbetxxa
will be extended by a period of twn-
.easonatity necessary to overcome the
effect of such delay
Eaton Proprietary and Confidential
Unauthorized Use and/or Disclosure is Strictly Prohibited EATON CORPORATION 12
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
City of Fresno, California
Power Metering Dashboard
Selling Policy 25-000
November 1, 2008
Page 4
Liquidated Damages
Contr3c3 whx:h include liquidated damage
clauses for failure to meet shipping or job
completion promises are not acceptable
or bxtprng on Seller, urdess sucn daases
are spec rally accepted in writing by an
atrthorimed representative of the Seller at
as headquarters office.
Patent Infringement
Seller will defend or, at As option, settle
any suit or proceeding brought against
Buyer. or Buyers customers, to the
extent its based upon a daim"any
Product or part thereof. manufactured by
Seller or ds subsidiaries and furnisFeed
hereunder. irtrsinges any United States
patens other than a claim of infringement
based upon use of a Product or part
thereof in a process, provided Seger is
notified in reasonab€e time and given
authority, information and assistance (at
Seller's expense) for the defense of
same_ Seller shag pay ail legal and court
costs and expenses and court -assessed
damages awarded therein aganst Buyer
resulting from or incident to such wit or
proceeding. In addition to the foregoing,
if at any time Seller determines there is a
substantial question of infringement of
any United States patent, and the use or
such Product is or may be enjoined,
Seller may, at its option and expense:
e,thef (a) procure for Buyer the right to
continue using and se6ing the Product
(b) replace the Product with non -
infringing apparatus: (c) modify the
Product so it becomes non -infringing: or
(a) as a last resort remove the Product
and refund the purchase price, equitably
adjusted for use and obsolescence.
In no Case does Seller agree to pay any
recovery based upon As Buyer's savings
or profit through use of Seller's Products
whether the use be special or ordinary.
The foregoing states the entire liability
of Seller for patEf t infringemenL
The preceding paragraph does not apply to
any daim of infringement based uporr (a)
any modi5cation made to a Product other
than by Seller. (b) any design andior
specifications of Buyer to which a Product
was manufactured; or (c) the use or
combination of Praductwith other products
where the Product does not itself infringe.
As to the above-identTied daim situations
where the preceding paragraph does nut
apply Buyer shall defend.' and hold Seller
harmless it the same manner and to the
extent as Seller's obligations described
+n the preceding paragraph Buyer shall
be respensdale ibr obtaining (at Buyeds
expense) all license rights required for
Seller to be able to use software products
h the possession of Buyer where such
Lae is required m order to perform any
Service for Buyer.
With respectto a Product or pan: thereof not
manufactured by Seger or its subsidiaries.
Seller will attempt to obtain for Buyer ft inn
the supplier(s), the patent indenvsi5caticn
protection normally provided by the
supplier(s) to customers.
Compliance with OSHA
Seller offers no warranty and makes no
representation that its Products comply
with the provisions or standards of the
Occupational S9" and r- a fth Act of 1970.
or a" mguLaon issued dte 4-nder. In no
event shall Seller be liable for any loss.
damage. fines, penalty or expenses arming
Tinder said Act_
Limitation of Liab lity
THE REMEDIES OF THE BUYER SET
FORTH IN THIS CONTRACT ARE
EXCLUSIVE AND ARE ITS SOLE
REMEDIES FOR ANY FAILURE OF SELLER
TO COMPLY WITH ITS OBLIGATIONS
HEREUNDER.
NOTWITHSTANDING ANY PROVISION IN
THIS CONTRACT TO THE CONTRARY,
IN NO EVENT SHALL SELLER BE LIABLE
IN CONTRACT. IN TORT (INC LUDING
NEGLIGENCE OR STRICT LIABILITY) OR
OTHERWISE FOR DAMAGE TO PROPERTY
OR EQUIPMENT OTHER THAN PRODUCTS
SOLD HEREUNDER, LOSS OF PROFITS
OR REVENUE. LOSS OF USE OF
PRODUCTS, COST OF CAPITAL, CLAIMS
OF CUSTOMERS OF THE BUYER OR
ANY SPECIAL INDIRECT. INCIDENTAL
DR CONSEQUENTIAL DAMAGES
WHATSOEVER. REGARDLESS OF
WHETHER SUCH POTENTIAL DAMAGES
ARE FORESEEABLE OR IF SELLER HAS
BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
THE TOTAL CUMULATIVE LIABILITY OF
SELLER ARISING FROM OR RELATED TO
THIS CONTRACT WHETHER THE CLAIMS
ARE BASED IN CONTRACT. IN TORT
QNCLUDING NEGLIGENCE OR STRICT
LIABILITY) OR OTHERWISE, SHALL NOT
EXCEED THE PRICE OF THE PRODUCT
OR SERVICES ON WHICH SUCH LIABILITY
IS BASED
MARCH 2O23
Antttvy 84xxcftM,aMar
EatonCorporation.
1000 Cherrington Parkway
Mows Township, PA 151[IS
United States
Tel: 1-WO— 25-2000
Eaton.com
ID 2017 Eaton Corporation
AN Rights Reserved
Psataed in USA
Publication No. SP03000WlE
11740
Eaton Proprietary and Confidential
Unauthorized Use and/or Disclosure is Strictly Prohibited EATON CORPORATION 13
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
wesco
Date: January 12, 2023
To: Sales personnel
Sales management (including Managers, Directors, and Vice Presidents)
From: Wesco Corporate Headquarters
Subject: Signatory Authority Delegation
1, Purpose: The purpose of this memorandum is to delegate to you the authority to sign bid
documents, customer contracts and related documents, provided that said documents and
contracts have been first approved internally in accordance with the Corporate Levels of Authority
(LOA). The LOA document is available at
https:Hwescodist.sharepoint.com/sites/CFO/SitePages/Levels-of-Authority.aspx.
Authority: The WESCO Distribution, Inc. Board of Directors adopted a resolution on February 28,
1994 authorizing me to delegate authority to you to perform certain duties in the ordinary conduct
of Wesco's business. I hereby delegate to you the signatory authority described in paragraph 1
hereof. You shall not re -delegate this authority to any other person.
3. Acquisitions and Divisions: The signatory authority described in paragraph 1 shall include the
management of Wesco's acquired subsidiaries, divisions and all business locations.
4. Performance of Duties: In addition to exercising this authority in accordance with the review and
approval requirements set forth by the LOA, at the end of each calendar month, you should submit
a list of all documents that you have signed pursuant to this delegation of authority to Michele
Nelson at the e-mail address provided below.
5. Expiration: This delegation of authority shall continue in full force and effect until December 31,
2023, unless terminated earlier by me.
& Questions: Questions regarding this delegation of authority should be referred to Arun Krishnan,
Senior Counsel and Assistant Corporate Secretary, at akrishnan@wescodist.com or Michele Nelson,
Senior Paralegal, at michele.nelson@anixter.wescodist.com.
John J. Engel
Chairman, President and CEO
Attachment: Extract of Written Consent of the Board of Directors
DocuSign Envelope ID: 348E917B-5C75-40AB-A838-12E4516CBCB4
r.
wesco
WESCO DISTRIBUTION, INC.
EXTRACT OF WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
FEBRUARY 28, 1994
RESOLVED, that, effective March 1, 1994, the Chairman and the President of the
Corporation be, and each of them hereby is, authorized, in the ordinary course of the Corporation's business
and to the extent permitted by the General Corporation Law of the State of Delaware, and the Certificate
of Incorporation and By -Laws of the Corporation, (i) to sign all bonds and obligations, (ii) to sign, execute
and bind the Corporation with respect to all contracts, deeds, leases, powers of attorney, releases, waivers,
claims documents and other documents of a contractual nature and (iii) to sign applications for regulatory
permits and licenses and other governmental forms, other than tax returns, on behalf of the Corporation,
attested by the Secretary or an Assistant Secretary if requested or required and under the Corporation's
seal, if requested or required; provided, however, that each of the above -specified officers is also
authorized to delegate his respective signature authority by a writing (x) specifying the scope of the
authority being delegated by the writing, (y) identifying the delegate either by name or as the incumbent
of a position and (z) advising the delegate that he or she shall have no authority to redelegate the signatory
authority being delegated.
I, Arun G. Krishnan, Senior Counsel and Assistant Corporate Secretary, do hereby certify
solely on behalf of WESCO Distribution, Inc. and not in any individual capacity that the foregoing is a true
and correct copy of a resolution adopted by Board of Directors of said Corporation as of February 28, 1994.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said
Corporation on behalf of said Corporation.
Dated: January 12, 2023
Arun G. Krishnan
Senior Counsel and Assistant Corporate Secretary
J.
Tina Your
From: DocuSign NA3 System <dse_NA3@docusign.net> on behalf of May Albiani via
DocuSign <dse_NA3@docusign.net>
Sent: Tuesday, July 25, 2023 1:03 PM
To: Clerk
Subject: Complete with DocuSign: Wesco Purchase Agreement.pdf, Signature Authority
Delegation Memo - Sal...
External Email: Use caution with links and attachments
DacuSign-
May Albiani
may.albiani@fresno.gov
The anticipated council date for this contract is July 20, 2023. The contract has been
reviewed by CAO/Jaimie Kalebian A23-0609. Included is the, signature authority, and
review from CAO confirming that Matthew Hopper can be sole signatory for the
contract. If you have any questions, please contact Charles Masters at 559-621-1630
/Thank you, May 559-621-8625
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