Common use of TERMS AND RELEASE Clause in Contracts

TERMS AND RELEASE. In consideration of the Recitals listed above which are incorporated into this section by reference, and the mutual agreements set forth below, CEC and Ferguson agree as follows: (1) This Agreement covers the following Build Essentials, Miseno lavatory faucets and Sylvania and Satco lamp model numbers. Sylvania lamp S10141 Satco lamp S3408 Satco lamp S4453 Satco lamp S3448 Satco lamp S2808 Satco lamp SA3641 Satco lamp SA3648 Satco lamp S3275 (2) For selling or offering for sale in California, lavatory faucets and incandescent lamps identified in paragraph I(5), whose model numbers are identified in paragraph II(1) that did not meet the energy efficiency standards prescribed in section 1605.3(k)(1) and were not certified to MAEDbS as required by section 1606, and, in consideration of the factors listed in paragraph I(7) and I(8) above, Ferguson shall pay as an administrative civil penalty the total sum of $10,000.00 by electronic transfer to CEC by September 1, 2023. Banking information and instructions necessary to complete the electronic transfer shall be provided by CEC. (3) Ferguson also agrees to take each of the following actions for any and all regulated appliance it will sell or offer for sale in California: a. Ensure that all basic models sold by Ferguson, conform with the Appliance Efficiency Regulations. b. Ensure all basic models sold by Ferguson are certified in MAEDbS, and listings are kept current and up to date. c. Ensure that the required marking to the unit of all basic models sold by Ferguson conform with the Appliance Efficiency Regulations. (4) This Agreement shall apply to and be binding upon Ferguson and its principals, officers, directors, receivers, trustees, employees, successors and assignees, subsidiary and parent corporations, and upon CEC and any successor agency that may have responsibility for and jurisdiction over the subject matter of this Agreement. (5) In consideration of the payment specified above, CEC hereby releases Ferguson and its parent corporation, principals, directors, officers, agents, employees, shareholders, subsidiaries, predecessors, and successors from any and all claims for violations of section 1608 (efficiency, marking, certification), relating to the time frame and appliances identified in paragraph I(5), whose model numbers are identified in paragraph II(1). (6) This Agreement constitutes the entire agreement and understanding between CEC and Ferguson concerning the claims and settlement in this Agreement, and this Agreement fully supersedes and replaces any and all prior negotiations and agreement of any kind or nature, whether written or oral, between CEC and Ferguson concerning these claims. (7) No agreement to modify, amend, extend, supersede, terminate, or discharge this Agreement, or any portion thereof, shall be valid or enforceable unless it is in writing and signed by all Parties to this Agreement. (8) Ferguson further agrees that if the subject matter of this Agreement comes before CEC in an administrative adjudication, neither any member of CEC, nor the Executive Director, shall be disqualified because of prior consideration of this Agreement. (9) Each Party to this Agreement has reviewed the Agreement independently, has had the opportunity to consult counsel, is fully informed of the terms and effect of this Agreement, and has not relied in any way on any inducement, representation, or advice of any other Party in deciding to enter into this Agreement. (10) This Agreement shall be interpreted and enforced in accordance with the laws of the State of California, without regard to California’s choice of law rules. Any litigation arising out of or related to this Agreement shall be filed in the Superior Court of California, County of Sacramento. (11) Each provision of this Agreement is severable, and in the event that any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement remains in full force and effect. (12) The failure of any Party to enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent such Party thereafter from enforcing such provision or any other provision of this Agreement. SETTLEMENT AGREEMENT AND RELEASE CALIFORNIA ENERGY COMMISSION and XXXXXXXX ENTERPRISES LLC (13) This Agreement is deemed to have been drafted equally by the Parties; it will not be interpreted for or against either Party on the ground that said Party drafted it. (14) This Agreement is effective upon signature by a representative of Ferguson with authority to bind the company, and signature by the Executive Director of CEC. The Parties agree that fax or scanned signatures and multiple signature pages are acceptable for purposes of executing this Agreement, which may be signed in counterparts.

TERMS AND RELEASE. In consideration of the Recitals listed above which are incorporated into this section by reference, and the mutual agreements set forth below, CEC and Ferguson BCP agree as follows: (1) This Agreement covers the following Build EssentialsBCP automatic commercial ice maker, Miseno lavatory faucets portable air conditioner, and Sylvania and Satco lamp federally regulated battery charger model numbers. Sylvania lamp S10141 Satco lamp S3408 Satco lamp S4453 Satco lamp S3448 Satco lamp S2808 Satco lamp SA3641 Satco lamp SA3648 Satco lamp S3275numbers listed in Attachment A. (2) For selling or offering for sale in CaliforniaCalifornia automatic commercial ice makers, lavatory faucets portable air conditioners, and incandescent lamps federally regulated battery chargers identified in paragraph I(5), whose model numbers are identified in paragraph II(1) Attachment A, that did not meet the energy efficiency standards prescribed in section 1605.3(k)(1) and were not certified to MAEDbS as required by section 1606, 1606 and, in consideration of the factors listed in paragraph I(7) and I(8) above, Ferguson BCP shall pay as an administrative civil penalty the total sum of $10,000.00 286,574.00 by electronic transfer to CEC by September December 1, 20232021. Banking information and instructions necessary to complete the electronic transfer shall be provided by CEC. (3) Ferguson BCP also agrees to take each of the following actions for any and all regulated appliance it will sell or offer for sale in California: a. Ensure that Test all basic models sold by Fergusonmodels, conform utilizing the applicable test method, to ensure conformance with the Appliance Efficiency Regulations. b. Ensure Certify all basic models sold by Ferguson are certified in MAEDbS, and ensure listings are kept current and up to date. c. Ensure that Add the required marking to the unit of all basic models sold by Ferguson conform with the Appliance Efficiency Regulationsunit. (4) This Agreement shall apply to and be binding upon Ferguson BCP and its principals, officers, directors, receivers, trustees, employees, successors and assignees, subsidiary and parent corporations, and upon CEC and any successor agency that may have responsibility for and jurisdiction over the subject matter of this Agreement. (5) In consideration of the payment specified above, CEC hereby releases Ferguson BCP and its parent corporation, principals, directors, officers, agents, employees, shareholders, subsidiaries, predecessors, and successors from any and all claims for violations of section 1608 (efficiency, marking, certification), relating to the time frame and appliances identified in paragraph I(5), whose model numbers are identified in paragraph II(1).Attachment A. (6) This Agreement constitutes the entire agreement and understanding between CEC and Ferguson BCP concerning the claims and settlement in this Agreement, and this Agreement fully supersedes and replaces any and all prior negotiations and agreement of any kind or nature, whether written or oral, between CEC and Ferguson BCP concerning these claims. (7) No agreement to modify, amend, extend, supersede, terminate, or discharge this Agreement, or any portion thereof, shall be valid or enforceable unless it is in writing and signed by all Parties to this Agreement. (8) Ferguson BCP further agrees that if the subject matter of this Agreement comes before CEC in an administrative adjudication, neither any member of CEC, nor the Executive Director, shall be disqualified because of prior consideration of this Agreement. (9) Each Party to this Agreement has reviewed the Agreement independently, has had the opportunity to consult counsel, is fully informed of the terms and effect of this Agreement, and has not relied in any way on any inducement, representation, or advice of any other Party in deciding to enter into this Agreement. (10) This Agreement shall be interpreted and enforced in accordance with the laws of the State of California, without regard to California’s choice of law rules. Any litigation arising out of or related to this Agreement shall be filed in the Superior Court of California, County of Sacramento. (11) Each provision of this Agreement is severable, and in the event that any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement remains in full force and effect. (12) The failure of any Party to enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent such Party thereafter from enforcing such provision or any other provision of this Agreement. SETTLEMENT AGREEMENT AND RELEASE CALIFORNIA ENERGY COMMISSION and XXXXXXXX ENTERPRISES LLC. (13) This Agreement is deemed to have been drafted equally by the Parties; it will not be interpreted for or against either Party on the ground that said Party drafted it. (14) This Agreement is effective upon signature by a representative of Ferguson BCP with authority to bind the company, and signature by the Executive Director of CEC. The Parties agree that fax or scanned signatures and multiple signature pages are acceptable for purposes of executing this Agreement, which may be signed in counterparts.

TERMS AND RELEASE. In consideration of the Recitals listed above which are incorporated into this section by reference, and the mutual agreements set forth below, CEC and Ferguson Amazon agree as follows: (1) This Agreement covers the following Build Essentials, Miseno lavatory faucets Amazon private brands appliance types and Sylvania and Satco lamp model numbers. Sylvania lamp S10141 Satco lamp S3408 Satco lamp S4453 Satco lamp S3448 Satco lamp S2808 Satco lamp SA3641 Satco lamp SA3648 Satco lamp S3275, referenced by Amazon standard identification numbers (ASINs), listed in the attachment. (2) For selling or offering for sale in CaliforniaCalifornia plumbing fittings, lavatory faucets portable luminaires, portable air conditioners, SLEDs, ceiling fans, and incandescent lamps identified in paragraph I(5), battery chargers whose model numbers ASINs are identified in paragraph II(1) the Attachment, that did not meet the energy efficiency standards prescribed in by section 1605.3(k)(1) and 1605.3, or were not certified to MAEDbS as required by section 1606, and, in consideration of the factors listed in paragraph I(7) and I(8) above, Ferguson Amazon shall pay as an administrative civil penalty the total sum of $10,000.00 615,220.00 by electronic transfer to CEC by September May 1, 20232022. Banking information and instructions necessary to complete the electronic transfer shall be provided by CEC. (3) Ferguson Amazon also agrees to continue to take each of the following actions actions, as applicable, for any and all Amazon private brand regulated appliance appliances it will sell or offer for sale in California: a. Ensure that all basic models sold by Fergusonare tested as required in section 1603, conform with utilizing the Appliance Efficiency Regulationsapplicable test method set forth in section 1604. b. Ensure that all basic models sold by Ferguson are certified in MAEDbS, and ensure listings are kept current and up to datedate as required in section 1606. c. Ensure that the required marking is added to the unit of all basic models sold by Ferguson conform with the Appliance Efficiency Regulationsas required under section 1607. SETTLEMENT AGREEMENT AND RELEASE CALIFORNIA ENERGY COMMISSION and XXXXXX.XXX, INC. (4) This Agreement shall apply to and be binding upon Ferguson Amazon and its principals, officers, directors, receivers, trustees, employees, successors and assignees, subsidiary and parent corporations, and upon CEC and any successor agency that may have responsibility for and jurisdiction over the subject matter of this Agreement. (5) In consideration of the payment specified above, CEC hereby releases Ferguson Amazon and its parent corporation, principals, directors, officers, agents, employees, shareholders, subsidiaries, predecessors, and successors successors, known or unknown to CEC, from any and all claims for violations of section 1608 (efficiency, marking, certification), relating to the time frame and appliances identified in paragraph I(5I(4), whose model numbers ASINs are identified in paragraph II(1)the Attachment. (6) Nothing in this Agreement shall be construed as an admission of liability by Amazon or a prohibition on Amazon’s right to disclaim or dispute liability in any future proceeding. (7) CEC agrees to protect the confidentiality of all drafts leading up to the final Agreement to the maximum extent permitted by law. (8) This Agreement constitutes the entire agreement and understanding between CEC and Ferguson Amazon concerning the claims and settlement in this Agreement, and this Agreement fully supersedes and replaces any and all prior negotiations and agreement of any kind or nature, whether written or oral, between CEC and Ferguson Amazon concerning these claims. (79) No agreement to modify, amend, extend, supersede, terminate, or discharge this Agreement, or any portion thereof, shall be valid or enforceable unless it is in writing and signed by all Parties to this Agreement. (8) Ferguson further agrees that if the subject matter of this Agreement comes before CEC in an administrative adjudication, neither any member of CEC, nor the Executive Director, shall be disqualified because of prior consideration of this Agreement. (910) Each Party to this Agreement has reviewed the Agreement independently, has had the opportunity to consult counsel, is fully informed of the terms and effect of this Agreement, and has not relied in any way on any inducement, representation, or advice of any other Party in deciding to enter into this Agreement. (1011) This Agreement shall be interpreted and enforced in accordance with the laws of the State of California, without regard to California’s choice of law rules. Any litigation arising out of or related to this Agreement shall be filed in the Superior Court of California, County of Sacramento. (1112) Each provision of this Agreement is severable, and in the event that any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement remains in full force and effect. (1213) The failure of any Party to enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent such Party thereafter from enforcing such provision or any other provision of this Agreement. SETTLEMENT AGREEMENT AND RELEASE CALIFORNIA ENERGY COMMISSION and XXXXXXXX ENTERPRISES LLCXXXXXX.XXX, INC. (1314) This Agreement is deemed to have been drafted equally by the Parties; it will not be interpreted for or against either Party on the ground that said Party drafted it. (1415) This Agreement is effective upon signature by a representative of Ferguson Amazon with authority to bind the company, and signature by the Executive Director of CEC. The Parties agree that fax or scanned signatures and multiple signature pages are acceptable for purposes of executing this Agreement, which may be signed in counterparts.

TERMS AND RELEASE. In consideration of the Recitals listed above which are incorporated into this section by reference, and the mutual agreements set forth below, CEC and Ferguson Titan agree as follows: (1) This Agreement covers the following Build Essentials, Miseno lavatory faucets and Sylvania and Satco lamp Titan portable air conditioner model numbers. Sylvania lamp S10141 Satco lamp S3408 Satco lamp S4453 Satco lamp S3448 Satco lamp S2808 Satco lamp SA3641 Satco lamp SA3648 Satco lamp S3275: XX- XXX00X00, XX-XXX00X00, XX-XXX00XX00, and TT-ACP12C01. (2) For selling or offering for sale in California, lavatory faucets and incandescent lamps portable air conditioners identified in paragraph I(5), whose model numbers number are identified in paragraph II(1) that did not meet the energy efficiency standards prescribed in section 1605.3(k)(1) and were not properly certified to MAEDbS as required by section 1606, and, in consideration of the factors listed in paragraph I(7) and I(8) above, Ferguson Titan shall pay as an administrative civil penalty the total sum of $10,000.00 8,000.00 by electronic transfer to CEC by September October 1, 20232021. Banking information and instructions necessary to complete the electronic transfer shall be provided by CEC. (3) Ferguson Xxxxx also agrees to take each of the following actions for any and all regulated appliance it will sell or offer for sale in California: a. Ensure that Test all basic models sold by Fergusonmodels, conform utilizing the applicable test method, to ensure conformance with the Appliance Efficiency Regulations. b. Ensure Certify all basic models sold by Ferguson are certified in correctly into MAEDbS, and ensure listings are kept current and up to date. c. Ensure that Add the required marking to the unit of all basic models sold by Ferguson conform with the Appliance Efficiency Regulationsunit. (4) This Agreement shall apply to and be binding upon Ferguson Titan and its principals, officers, directors, receivers, trustees, employees, successors and assignees, subsidiary and parent corporations, and upon CEC and any successor agency that may have responsibility for and jurisdiction over the subject matter of this Agreement. (5) In consideration of the payment specified above, CEC hereby releases Ferguson Titan and its parent corporation, principals, directors, officers, agents, employees, shareholders, subsidiaries, predecessors, and successors from any and all claims for violations of section 1608 (efficiency, marking, certification), relating to the time frame and appliances identified in paragraph I(5), whose model numbers are identified in paragraph II(1). (6) This Agreement constitutes the entire agreement and understanding between CEC and Ferguson Titan concerning the claims and settlement in this Agreement, and this Agreement fully supersedes and replaces any and all prior negotiations and agreement of any kind or nature, whether written or oral, between CEC and Ferguson Titan concerning these claims. (7) No agreement to modify, amend, extend, supersede, terminate, or discharge this Agreement, or any portion thereof, shall be valid or enforceable unless it is in writing and signed by all Parties to this Agreement. (8) Ferguson Xxxxx further agrees that if the subject matter of this Agreement comes before CEC in an administrative adjudication, neither any member of CEC, nor the Executive Director, shall be disqualified because of prior consideration of this Agreement. (9) Each Party to this Agreement has reviewed the Agreement independently, has had the opportunity to consult counsel, is fully informed of the terms and effect of this Agreement, and has not relied in any way on any inducement, representation, or advice of any other Party in deciding to enter into this Agreement. (10) This Agreement shall be interpreted and enforced in accordance with the laws of the State of California, without regard to California’s choice of law rules. Any litigation arising out of or related to this Agreement shall be filed in the Superior Court of California, County of Sacramento. (11) Each provision of this Agreement is severable, and in the event that any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement remains in full force and effect. (12) The failure of any Party to enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent such Party thereafter from enforcing such provision or any other provision of this Agreement. SETTLEMENT AGREEMENT AND RELEASE CALIFORNIA ENERGY COMMISSION and XXXXXXXX ENTERPRISES LLC. (13) This Agreement is deemed to have been drafted equally by the Parties; it will not be interpreted for or against either Party on the ground that said Party drafted it. (14) This Agreement is effective upon signature by a representative of Ferguson Titan with authority to bind the company, and signature by the Executive Director of CEC. The Parties agree that fax or scanned signatures and multiple signature pages are acceptable for purposes of executing this Agreement, which may be signed in counterparts.