Quotes/Agreement

Yard Loading Hours:

©) aps

Monday thru Friday THIRD PARTY MATERIAL SALES AGREEMENT DATE: 4.10.2024
7:00 am to 11:00 am
11:30 am to 1:30 pm

Sales Agreement No: 04102024LK

This Sales Agreement (“Agreement”) by and between Arizona Public Service Company (“APS”), acting on its own behalf and for
the benefit of Pinnacle West hee Corporation ("PNW"), having its principal place of business at 400 North 5th Street, Phoenix,

AZ 85004, and

(“Buyer”), having its principal place of business at [Buyer Address], is effective [02.26.2024]

(the “Effective Date”).

1.

RECITALS.

1.1. APS agrees to sell, transfer, and assign to Buyer all right, title and interest in and to the material listed in Attachment
A (“Material”), under the terms and conditions set forth in this Agreement.

1.2. All sale, transfer and assignment is made without warranty, representation and recourse, other than warranty of title.

1.3. All Material is sold by APS “as is, where is” and the Buyer accepts all risks in connection with the ownership and use
of the Material.

PAYMENT. Unless otherwise agreed to in writing by both parties, Buyer will pay APS the entire amount due for Material
as outlined in Attachment A ("Total Purchase Price”) on or prior to the date Buyer removes the Material from APS's premises.
If Buyer fails to pay the Total Purchase Price for the Material in accordance with the foregoing, APS may, at its option,
cancel this Agreement without notice and without liability to APS and APS will be entitled to retain all Material and may, at
its sole discretion, retain any and all payments received from Buyer for the Material.

TAXES. Buyer will pay any applicable taxes for the Material unless Buyer is purchasing the Material for resale and furnishes
APS with documentary evidence of exemption.

REMOVAL OF THE MATERIAL.

4.1. Buyer will remove all Material within thirty (30) calendar days after the Effective Date of this Agreement unless
otherwise agreed upon in writing by both parties. Buyer will remove all the Material from APS’s premises in a timely
manner at a date and time mutually agreed to in writing by APS and Buyer, provided, however, that Buyer will not be
entitled to remove any of the Material until APS has received payment in full for all Material.

4.2. Unless otherwise agreed to in writing by both parties, Buyer is solely responsible for, and will bear all costs and
expenses associated with, the removal, loading and transportation costs of the Material and all debris caused by such
removal from APS’s premises.

4.3. If Buyer does not remove all of the Property from APS'‘s premises within 30 days of the Effective Date of this Agreement,
or as otherwise agreed to by both parties in writing, APS may, at its sole discretion, either:

(i) extend the time period for Buyer's removal of the Material by such number of additional days as APS deems
reasonable, in which case APS may charge Buyer storage and/or administrative fees in such amounts as APS
deems reasonable and Buyer will pay such storage and/or administrative fees before it will be permitted to
remove any of the remaining Material from APS‘s Premises; or

(ii) consider the remaining Material to have been abandoned by Buyer, in which case Buyer will lose all right, title
and interest in such remaining Material, title to such remaining Material will revert to APS, and APS may, at its
sole discretion, retain any and all payments received from Buyer for the Material.

5. DELAY INREMOVAL OF MATERIAL.

5.1. APS may delay removal of the Material from APS’s premises for a reasonable time as deemed by APS for either
business purposes or situations out of APS'’s control, including but not limited to: flood, fire, lighting, windstorm,

APS THIRD PARTY SALES AGREEMENT REVISION DATE 1/18/22

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Monday thru Friday THIRD PARTY MATERIAL SALES AGREEMENT DATE: 4.10.2024
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Sales Agreement No: 04102024LK

weather, epidemic, pandemic, quarantine restriction, war, sabotage, act of a public enemy, terrorism, earthquake,
insurrection, riot, civil disturbance, labor strike, transportation, materials or equipment shortages or interruptions,
restraint by a court order or public authority, or action or non-action by a governmental body, or any condition deemed
unsafe by APS. In no event will APS be liable for any loss, damage, or other consequence of any failure or delay in
fulfilling any or all of APS’s obligations hereunder to the extent such failure or delay is beyond APS's reasonable
control.

5.2. If APS delays removal of the Material more than thirty (30) business days after the Effective Date of this Agreement,
Buyer may terminate this Agreement and APS will refund the money Buyer paid to APS, provided that Buyer
immediately submits written notice of termination to APS. This Section 5.2 is Buyer's sole remedy in the event APS
delays Buyer's removal of the Material. Buyer hereby waives all other remedies otherwise available to it for APS’
failure or delay.

6. ENVIRONMENTAL HAZARDS. Buyer will not release or discharge any substance or waste (including petroleum and
petroleum products) which is designated, classified or regulated as toxic, hazardous or a pollutant or which becomes so
designated, classified or regulated under any local, state of federal statute, regulations, law or ordinance (“Hazardous
Substances") onto, into, or otherwise pollute any soils, surface water, groundwater, or ambient air in violation of the taws, |
tules, and regulations of the governmental entities having jurisdiction. Buyer will not take any action or fail to take any action =|
which would result in the spread, migration or exacerbation of any existing Hazardous Substances. If such release,
discharge, spread, migration or exacerbation occurs, Buyer will immediately notify APS and upon approval from APS, Buyer
will abate, remove, or remediate such release, discharge, spread, migration or exacerbation as required by law including,
but not limited to, decontamination, removal, and disposal of the Hazardous Substances and any contaminated soil, |
replacement of contaminated soil with clean soil, and repair damage, all at Buyer’s sole expense. |

|

7. TITLE AND RISK OF LOSS. Title to the Material will pass to Buyer upon full payment to APS, or when Buyer or Buyer's
representative disassembling and/or loading of the Material onto Buyer carrier (“Work”) begins, whichever is sooner. If APS
loads the Material on Buyer's carrier, the risk of loss to the Material will pass to Buyer when APS loads the Material on
Buyer's carrier. APS is not liable for any loss or damage to the vehicle or equipment to which the Material is loaded on either
during the loading or transportation process. If the Buyer performs the Work, the risk of loss to the Material will pass to
Buyer when Buyer begins the disassembly of the Material or the Buyer begins the loading of the Material, whichever occurs
first.

8. INSURANCE. Without limiting any liabilities or other obligations of Buyer, prior to commencing Work, Buyer will provide and
maintain, with forms and insurers acceptable to APS, until all the obligations under this Agreement are satisfied, at least the
insurance coverages as follows:

8.1. Workers’ Compensation Insurance with statutory limits, and Employer's Liability Insurance with limits of not less than
$1,000,000 per accident and per employee for bodily injury or disease.

8.2. Commercial General Liability (CGL) insurance with limits of $1,000,000 per occurrence and $2,000,000 aggregate for
general and products-completed operations. Coverage will be on an “occurrence” basis using Insurance Services
Office (ISO) Form CG 00 01 or equivalent, including coverage for premises operations, independent contractors,
products-completed operations, personal and advertising injury and liability assumed under the Agreement. If Work is
to be performed within 50 feet of a railroad track, the policy must contain, and the supplied Certificate of Insurance
must reference, the “Contractual Liability Railroads” ISO form CG 24 17 10 01 (or a substitute form providing equivalent
coverage) endorsement showing the Designated Job Site.

8.3. Commercial Automobile Liability insurance with limits of not less than $1,000,000 per accident covering all of Supplier's
owned, hired, or non-owned vehicles used in connection with the Agreement.

APS THIRD PARTY SALES AGREEMENT REVISION DATE 1/18/22

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Monday thru Friday THIRD PARTY MATERIAL SALES AGREEMENT DATE: 4.10.2024
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Sales Agreement No: 04102024LK

8.4. Umbrella/Excess Liability. Umbrella or Excess Liability insurance with limits of not less than $2,000,000 per occurrence
and in aggregate greater than the underlying CGL, Employer's Liability, and Commercial Automobile Liability limits
above. All umbrella or excess liability policies must follow the form of the underlying policies and expressly provide that
the Umbrella or Excess Liability policy drops down over a reduced or exhausted aggregate limit of the underlying
insurance.

8.5. Pollution Liability Insurance. If Buyer's obligations under this Agreement include the disposal, transport, handling of
Hazardous Substances, then Buyer or Buyer will provide and maintain Pollution Legal Liability insurance with limits
not less than $5,000,000 per occurrence/claim and $10,000,000 in the aggregate. Coverage must apply to sudden
and accidental incidents and gradual pollution conditions, including, but not limited to, passive contaminant migration
resulting from the presence, abandonment, disposal, discard, spill, discharge, escape or release of any smoke, vapors,
fumes, acids, alkalis, toxic chemicals, tiquids or gases, natural gas, waste materials, or other irritants, contaminants,
silt, sediment, or pollutants into or upon land, including, but not limited to subsurface strata, the atmosphere, ambient
air or any surface water or groundwater resource of any kind. Policy must not include any exclusion for asbestos, lead
paint, petroleum, silica or mold/fungus. Such policy must include coverage for: bodily injury and property damage,
including loss of use of damaged property or of property that has not been physically injured; cleanup costs; costs of
defense, including costs and expenses incurred in the investigation, adjustment, or settlement of claims and coverage
for non-owned disposal site coverage. If coverage is written on a claims-made basis, continuous coverage must be
maintained during the term of the Agreement and for three (3) years after completion, cancellation or termination of
the Agreement. Such policy must not contain a sunset clause or restricted coverage term.

8.6. Except for Workers’ Compensation insurance, the policies required by this Section will name APS as an additional
insured. The policies will stipulate that the insurance will be primary insurance and that any insurance or self-insurance
carried by APS shall not be contributory insurance. Buyer will waive any and all recovery rights to which any insurer of
Buyer may have against APS by virtue of the payment of any loss under any insurance. In the event Buyer purchases
insurance policies required that are not occurrence policies, Buyer will either (a) maintain claims made policies for at
least three (3) years following termination of this Agreement, or (b) obtain extended discovery periods for such policies
for at least three (3) years following termination of this Agreement.

8.7. Prior to receiving the Materials, Buyer will furnish APS with Certificates of Insurance as evidence that policies providing
the required coverages, conditions, and limits are in full force and effect. Buyer shall be responsible for obtaining the
Certificates of Insurance from its Subcontractors. All certificates will provide that not less than thirty (30) days advance
notice of cancellation, termination, or alteration will be sent directly to APS addressed as follows:

Arizona Public Service Company
Investment Recovery

P.O. Box 53933 Station 3791
Phoenix, Arizona 85072-3933

9. APPLICABLE LAW AND JOBSITE REQUIREMENTS. Buyer and any subcontractor(s) will comply with all applicable law
and all APS jobsite requirements, including but not limited to, fire prevention, safety, and security requirements, as outlined
in the APS Contractor Safety Manual.

10. LICENSES, PERMITS AND NOTICES. Buyer will obtain and pay for all required consents, approvals, licenses and
permits that are in any way related to its purchase of the Material. Buyer represents and warrants that it has obtain all
such consents, approval, licenses and permits.

11. SUBCONTRACTORS. Buyer will at all times be responsible for the acts and omissions of its subcontractors and persons
employed, hired or retained by them. Nothing in this Agreement will create any contract between Buyer's subcontractor(s)

APS THIRD PARTY SALES AGREEMENT REVISION DATE 1/18/22

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Monday thru Friday THIRD PARTY MATERIAL SALES AGREEMENT DATE: 4.10.2024
7:00 am to 11:00 am
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18.

19.

Sales Agreement No: 04102024LK

and APS or any obligation on the part of APS to pay, or to be responsible for the payment of, any sums to Buyer's
subcontractor(s).

DISCLAIMER OF WARRANTIES. BUYER ACKNOWLEDGES THAT IT IS BUYING THE MATERIAL ON AN “AS IS,
WHERE IS” BASIS WITH ALL FAULTS. BUYER ACKNOWLEDGES THAT IT ACCEPTS THE MATERIAL(S) IN THE
CONDITION OFFERED BY APS AND THAT THE MATERIAL IS ACCEPTABLE AND SUITABLE FOR THE PURPOSES
FOR WHICH BUYER INTENDED TO UTILIZE THEM. APS MAKES NO EXPRESS, IMPLIED, OR PROSPECTIVE
WARRANTIES OR REPRESENTATIONS, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR PURPOSE, EXCEPT THAT APS WARRANTS THAT IT HAS TITLE TO THE
MATERIAL AND HAS THE RIGHT TO SELL THE MATERIAL.

INSPECTION. Buyer acknowledges that it has either waived inspection or has thoroughly inspected the Material and that
itis buying the Material solely in reliance upon such inspection, and not in reliance upon the description of the Material set
forth in this agreement or any representations or statements made by APS. In the event Buyer receives any oil-filled
Material determined by Buyer to contain 45ppm PCB or greater, Buyer must immediately notify APS of the test results and
hold Material at their facility until final disposition of the Material is arranged between Buyer and APS.

LABELING. Buyer will remove and refrain from making use of any and all trademarks, service marks, labels, logos,
distinctive markings, and designs of APS which may appear on the Material or on any packaging materials.

INDEMNIFICATION. Except in the event of APS’s sole negligence, Buyer will indemnify, defend, and hold harmless APS,
PNW, and all of its officers, directors, employees, agents, advisers, representatives, affiliates, successors, insurers, and
assigns, for, from, and against, any and all liabilities, losses, damages, fines, penalties, costs, and expenses, of any kind or
nature, arising out of Buyer's purchase or use of the Material, including all reasonable attorneys’ fees and expenses, that
APS may incur in connection with any claim, action, dispute, demand, or right of action, whether in law or in equity, of every
kind and character, arising out of, or resulting from (i) any harm, injury or death to any person, or any damage or destruction
of any tangible property, including the property and/or personnel of Buyer, and/or (ii) any actual or alleged environmental
liability arising out of, or resulting directly or indirectly from or in connection with, the purchase, use or disposal of the
Material, including without limitation any violations of environmental laws or regulations or any spill or release of Hazardous
Substances arising in either event out of Buyer's use, possession, storage, or disposal of the Material.

EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY. NEITHER PARTY, NOR ITS RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, ADVISERS, REPRESENTATIVES, AFFILIATES, OR SUCCESSOR OR
ASSIGNS, WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR
PUNITIVE DAMAGES FOR ANY ACTIONS RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, FOR
CLARITY, TO THE EXTENT THAT APS IS ENTITLED TO INDEMNIFICATION FROM THE BUYER AS A RESULT OF A
THIRD PARTY CLAIM, ANY DAMAGES AWARDED TO SUCH THIRD PARTY (DIRECT, CONSEQUENTIAL, OR
OTHERWISE) WILL BE DEEMED TO BE APS’ DIRECT DAMAGES, FOR WHICH THE BUYER SHALL BE LIABLE. IN
NO EVENT WILL EITHER PARTY’S DIRECT DAMAGES EXCEED THE TOTAL PURCHASE PRICE FOR THE
MATERIAL SET FORTH IN ATTACHMENT A.

GOVERNING LAW. This Agreement will be governed by and interpreted under Arizona law, without regard to any conflict
of laws provision.

SURVIVAL. Any provision of this Agreement that imposes or contemplates continuing obligations on a party will survive
the expiration or termination of this Agreement.

ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties relating to the subject matter
hereof, superseding any previous agreements or understandings, and no other terms or conditions will apply to the subject
matter of this Agreement.

APS THIRD PARTY SALES AGREEMENT REVISION DATE 1/18/22

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7:00 am to 11:00 am
11:30 am to 1:30 pm

Sales Agreement No: 04102024LK

20. SEVERABILITY. If any provision of this Agreement is held invalid by a court of competent jurisdiction, the rest of this
Agreement will remain in full force and effect.

21. EXECUTION. This Sales Agreement is executed by the authorized representatives of the parties.

Arizona Public Service Company [Buyer Name]
“APS” “Buyer”

By: Lisa Krier By:

Printed Name: Lisa Krier Printed Name:
Title: Investment Recovery Analyst Title:

Date Signed: 4.10.2024 Date Signed:

APS THIRD PARTY SALES AGREEMENT REVISION DATE 1/18/22

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Sales Agreement No: 04102024LK

Attachment “A”- List of Materials

Qty1
POLE, WOOD, CLASS 1, 85FT, TREATED WITH PENTA-OIL OR CLEAN CREOSOTE, CEDAR, DOUGLAS FIR OR
SOUTHERN YELLOW PINE PER APS SPECIFICATION MS-1900 & MS-1913

Addendum to Section 4. REMOVAL OF MATERIAL
APS will deliver Material to:

Bill Gentry Park

14010 N El Mirage Rd.

El Mirage, AZ 85335
Contact: Cason Chambers
480-372-1131

Total Purchase Price: $ 6,1 48.64

APS THIRD PARTY SALES AGREEMENT REVISION DATE 1/18/22

Date: Apr 10, 2024 Quote: PHOENIX24-67578-1 Q U ote
Page 1/3

G ® Graybar

raybaR. 3350 West Earll Drive
Phoenix AZ 85017
Phone: (602) 269-2131
Fax: (602) 269-2292
From: Matt Martin

Project Bill Gentry Park-Baseball Field - Lighting Quoter Ph: (602) 269-4977

Location El Mirage email: matthew.martin bar.com
Quote  PHOENIX24-67578-1 mamma in@gray

To: Jeff Rusk For
PLG Bid Date Apr 10, 2024
Expires May 10, 2024
QTY Type MFG Part
WOOD POLE
1 WOOD POLE CLASS 2-70FT -SOUTHERN YELLOW PINE-CCA
TREATED
1 FREIGHT FREIGHT INCLUDED
Note LEAD TIME: APPROXIMATELY 3-4 WEEKS- AFTER
ORDER PLACED
Note DELIVERY INCLUDED-CUSTOMER UNLOAD
TOTAL: WOOD POLE $18,696.00

www.graybar.com Matt Martin Page 1/3

GRAYBAR ELECTRIC COMPANY, INC.
TERMS AND CONDITIONS OF SALE

(Revised)
April 1, 2020

1.

ACCEPTANCE OF ORDER; TERMINATION -— Acceptance of any order is subject to credit approval and acceptance
of order by Graybar Electric Company, Inc. (“Graybar”) and, when applicable, Graybar’s suppliers. If credit of the buyer
of the goods or services (“Buyer") becomes unsatisfactory to Graybar, Graybar reserves the right to terminate upon
notice to Buyer and without liability to Graybar.

PRICES AND SHIPMENTS - Unless otherwise quoted, prices for goods shall be those in effect at time of shipment,
which shall be made F.O.B. shipping point, prepaid and bill. Unless otherwise indicated in the applicable quotation or
statement of work, prices for services shall be those in effect at the time of completion. The contract price for goods
and or services shall be increased by the amount of any applicable tariff, excise, fee, assessment, levy, charge or duty
of any kind whatsoever, imposed, assessed or collected by any governmental body, whether or not reflected in the
costs charged to Graybar, and Graybar may increase its cost for goods and or services appropriately to take into
account such increases in Graybar's costs.

RETURN OF GOODS - Credit may be allowed for goods returned with prior approval. A deduction may be made from
credits issued to cover cost of handling. Returns will not be accepted for services or any material which has been
modified at the request of or by Buyer. In addition, no custom orders may be returned.

TAXES - Prices shown do not include sales or other taxes imposed on the sale of goods or services. Taxes now or
hereafter imposed upon sales, shipments or services will be added to the purchase price. Buyer agrees to reimburse
Graybar for any such tax or provide Graybar with acceptable tax exemption certificate.

DELAY IN DELIVERY - Graybar is not to be accountable for delays in delivery occasioned by acts of God, failure of
its suppliers to ship or deliver on time, or other circumstances beyond Graybar's reasonable control, including, but not
limited to, sourcing, shipment or delivery issues caused by, related to, or resulting from COVID-19 or other similar
national or global health situations. Factory shipment or delivery dates are the best estimates of our suppliers, and in
no case shall Graybar be liable for any consequential or special damages arising from any delay in shipment or
delivery.

LIMITED WARRANTIES ~ Graybar warrants that all goods sold are free of any security interest and will make
available to Buyer all transferable warranties (including without limitation warranties with respect to intellectual property
infringement) made to Graybar by the manufacturer of the goods. Buyer acknowledges that the performance of any
service which alters the manufacturer provided goods as indicated in the statement of work may void the
manufacturer's warranty. Graybar shall use the same care and skill a similarly situated provider of like services would
exercise following commonly accepted industry practices in the performance of its duties under this agreement.
GRAYBAR MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, AND SPECIFICALLY DISCLAIMS ALL
IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR PURPOSE. UNLESS OTHERWISE AGREED IN WRITING BY AN AUTHORIZED
REPRESENTATIVE OF GRAYBAR, PRODUCTS SOLD HEREUNDER ARE NOT INTENDED FOR USE IN OR IN
CONNECTION WITH (1) ANY SAFETY APPLICATION OR THE CONTAINMENT AREA OF A NUCLEAR FACILITY,
OR (2) INA HEALTHCARE APPLICATION, WHERE THE GOODS HAVE POTENTIAL FOR DIRECT PATIENT
CONTACT OR WHERE A SIX (6) FOOT CLEARANCE FROM A PATIENT CANNOT BE MAINTAINED AT ALL
TIMES.

LIMITATION OF LIABILITY — Buyer's remedies under this agreement are subject to any limitations contained in
manufacturer's terms and conditions to Graybar, a copy of which will be furnished upon written request. Furthermore,
Graybar's liability shall be limited to either repair or replacement of the goods, re-performance of the services, or
refund of the purchase price, all at Graybar's option, and INNO CASE SHALL GRAYBAR BE LIABLE FOR
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. In addition, claims for shortages, other than loss in
transit, must be made in writing not more than five (5) days after receipt of shipment. Unless otherwise agreed in the
applicable statement of work, acceptance of services will occur not more than five (5) days after completion of
performance.

WAIVER - The failure of Graybar to insist upon the performance of any of the terms or conditions of this agreement or
to exercise any right hereunder shall not be deemed to be a waiver of such terms, conditions, or rights in the future,
nor shall it be deemed to be a waiver of any other term, condition, or right under this agreement.

MODIFICATION OF TERMS AND CONDITIONS - These terms and conditions, and any associated statement of
work, supersede all other communications, negotiations, and prior oral or written statements regarding the subject
matter of these terms and conditions. No change, modification, rescission, discharge, abandonment, or waiver of these
terms and conditions shall be binding upon Graybar unless made in writing and signed on its behalf by a duly
authorized representative of Graybar. No conditions, usage of trade, course of dealing or performance, understanding
or agreement, purporting to modify, vary, explain, or supplement these terms and conditions shall be binding unless
hereafter made in writing and signed by the party to be bound. Any proposed modifications or additional terms are

10.

11.

12.

13.

14,

15.

16.

specifically rejected and deemed a material alteration hereof. If this document shall be deemed an acceptance of a
prior offer by Buyer, such acceptance is expressly conditional upon Buyer's assent to any additional or different terms
set forth herein.

REELS — When Graybar ships returnable reels, a ree! deposit may be included in the invoice. The Buyer should
contact the nearest Graybar service location to return reels.

CERTIFICATION — Graybar hereby certifies that these goods were produced in compliance with all applicable
requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of
the United States Department of Labor issued under Section 14 thereof. This agreement is subject to Executive Order
11246, as amended, the Rehabilitation Act of 1973, as amended, the Vietnam Veterans’ Readjustment Assistance Act
of 1974, as amended, E.O. 13496, 29 CFR Part 471, Appendix A to Subpart A, and the corresponding regulations,
to the extent required by law. 41 CFR 60-1.4, 60-741.5, and 60-250.5 are incorporated herein by reference, to the
extent legally required.

FOREIGN CORRUPT PRACTICES ACT ~ Buyer shall comply with applicable laws and regulations relating to anti-
corruption, including, without limitation, (i) the United States Foreign Corrupt Practices Act (FCPA) (15 U.S.C. §§78dd-
1, et. seq.) irrespective of the place of performance, and (ii) laws and regulations implementing the Organization for
Economic Cooperation and Development's Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions, the U.N. Convention Against Corruption, and the Inter-American Convention
Against Corruption in Buyer's country or any country where performance of this agreement or delivery of goods will
occur,

ASSIGNMENT - Buyer shall not assign its rights or delegate its duties hereunder or any interest herein without the
prior written consent of Graybar, and any such assignment, without such consent, shall be void.

GENERAL PROVISIONS — All typographical or clerical errors made by Graybar in any quotation, acknowledgment or
publication are subject to correction. This agreement shall be governed by the laws of the State of Missouri applicable
to contracts to be formed and fully performed within the State of Missouri, without giving effect to the choice or conflicts
of law provisions thereof. All suits arising from or concerning this agreement shall be filed in the Circuit Court of St.
Louis County, Missouri, or the United States District Court for the Eastern District of Missouri, and no other place
unless otherwise determined in Graybar's sole discretion. Buyer hereby irrevocably consents to the jurisdiction of such
court or courts and agrees to appear in any such action upon written notice thereof,

PAYMENT TERMS — Payment terms shall be as stated on Graybar’s invoice or as otherwise mutually agreed. As a
condition of the sales agreement, a monthly service charge of the lesser of 1-1/2% or the maximum permitted by law
may be added to all accounts not paid by net due date. Visa, MasterCard, American Express, and Discover credit
cards are accepted at point of purchase only.

EXPORTING — Buyer acknowledges that this order and the performance thereof are subject to compliance with any
and all applicable United States laws, regulations, or orders. Buyer agrees to comply with all such laws, regulations,
and orders, including, if applicable, all requirements of the International Traffic in Arms Regulations and/or the Export
Administration Act, as may be amended. Buyer further agrees that if the export laws are applicable, it will not disclose
or re-export any technical data received under this order to any countries for which the United States government
requires an export license or other supporting documentation at the time of export or transfer, unless Buyer has
obtained prior written authorization from the United States Office of Export Control or other authority responsible for
such matters.

. CANCELLATION; CHANGES FOR SERVICES- Buyer may cancel or make changes to a statement of work up to five

(5) business days prior to commencement of the work. All changes and cancellations after such date are subject to
Graybar's prior written approval in Graybar’s sole and absolute discretion. Buyer shall pay to Graybar amounts
necessary to cover cancellation, restocking fees and other charges applicable to the cancelled goods or services
including those incurred or committed to by Graybar.

WOODRUFF CONSTRUCTION |
9401 N. 7th Ave. Phoenix Az. 85021

Phoenix: Phone: 480.921.1925 / Fax: 480.446.0825
ROC: B-096802 - B1-096809 - A-263244

The City of El Mirage - Job Order Cost Proposal 3/22/2024
Contractor Name: Woodruff Construction
City of El Mirage - Gentry Park
Contract Type: JOC City Project #: - Light Pole Project
Job Order #: Contractor's Bid #: 24-052
City Director Sean VonRoenn Prepared by: Mark G, Johnson
Project Manager: Cason Chambers
svonroenn@elmirageaz.gov;
Phone #: 623-876-2942; 623-876-4237 Email: cchambers@elmirageaz.gov
Fee Type: Lump Sum Pages i
Location: 14010 N. El Mirage Rd. - El Mirage, AZ.
Job Title: City of El Mirage - Gentry Park - Light Pole Replacement

Description of work to be performed:

Base Bid: Per Site Walk - and correspondences - Gentry Park - Light Pole - Demolition and Replacement - 14010 N. El
Mirage Rd. - General Requirements: Supervision, project management, temp. fencing around construction area, daily
and final clean-up. Demolition: Disconnect of Power to Panel - power to lighting - (City of El Mirage to determine if new
wires will be required from Electric panel to new pole and Light Fixtures) See Owner Allowance. - Disconnect of Security
Wiring - to Camera - (City of El Mirage to determine if new wires will be required) See Owner Allowance. - Disconnect
and Salvage Existing Lighting and Security Camera back to Owner - Owner to evaluate condition and decide if new will
be required. Re-install of existing is included. Terminate power and security conduit below ground and in Christy Boxes
with Traffic Rated Covers. - Demo and Remove (1) Existing Light Pole - Best Method to be determined - Pulling in one
piece or cutting into sections - (Note: if pulled in one piece - pole will be cut into sections for transport and disposal.
Site Work: Backfill hole from existing pole with Slurry to within 1'-0" of grade - top off with soil and compact. - Drill new
hole - depth to be determined and set new pole - Spread spoils on site - locations to be determined. (Note: new wood
pole to be purchased and delivered by City of El Mirage). Electrical: Re-install Existing Lighting and Security Cameras -
install new conduit with pull strings on new pole - pull existing wire from Christy Boxes to Lighting - City of El Mirage to
have their vendor pull wire pulled to Security Camera and make final connections. Daily and Final Clean up the
construction area - Removal of temporary fencing.

Base Bid: $53,240.27

Owner Allowance - New Wiring and Light Fixtures - § TBD

Owner Allowance - Security Vendor - Remove and Install Existing System - $ TBD
Owner Allowance - Wood Light Pole - Purchase and Delivery to Site - $ TBD

Bid Clarifications:

1) Work will be completed during normal working hours.

2) We will use the existing electric and water on site during our work.
3) Use of the existing restrooms can be used by GC.

Exclusions: Permits & Permit fees - Builders Risk Insurance - Special Inspections - Abatement - Architectural Services or
Engineering Services, Security System Install, New Wiring or New Lighting Devices - Deliver or Purchase of the New
Wood Light Pole, any work scope not listed above.