7393 - Contract Executed
Docusign Transmittal Coversheet
File Name
Purchasing Contact
Contract Expiration
SOLE SOURCE JUSTIFICATION
Department: _Electric Engineering______ Department Director: __Tony Puente________________
Preparation Instructions:
The appropriate department representative must complete the sole source form below and forward to
their Department Director for approval. Upon departmental approval, either attach to your requisition
in JDE or submit to SRC with solicitation documents. Use additional sheets if necessary.
Policy: Sole Source purchases are exempted from bidding requirements as stated in Section 252 of the
Local Government Code. State law clarifies sole source as follows:
Please check the exemption, if ne exemption applies contact purchasing to begin competitive process.
Items that are available from only one source because of patents, copyrights, secret
processes, or natural monopolies;
Films, manuscripts, or books;
Gas, water, and other utility services;
X Captive replacement parts or components for equipment;
Books, papers, and other library materials for a public library that are available only from
the persons holding exclusive distribution rights to the materials;
Is this a one-time cost? Yes ___X_____ No__________
If No, What future purchases will need to be made and how much have we spent already
related to this procurement?_________________________________________________________
________________________________________________________________________________
Have you researched cooperative contract options for this purchase?__No_____________________
Vendor Name: ___SPX Transformer Solutions________ Purchase Amount: ___$23,750________
Product Purchasing:______Auto Recharging Dehydrating Breather (DCB-A00)_________________
(Please include manufacture numbers if applicable)
1. What unique features or capabilities does the product or service offer the City?
The City owns ten Waukesha power transformers that require new auto recharging
dehydrating breathers due to failure. These products are no longer covered under the
manufacturer warranty and need to be purchased. This product is a replacement part for
Waukesha power transformers and is made by and available from Waukesha only. The
Waukesha company name changed to SPX Transformer Solutions.
2. Why are these unique features or characteristics essential and necessary to meet the City’s
needs?
These products are essential components for the transformer and must be replaced to ensure
the health of the transformer.
3. What research has been performed to ensure that no other source is capable of fulfilling the
requirement? For instance, list other products or services tested or used and describe why
they are not acceptable.
The SPX Transformer Solutions auto recharging dehydrating breather is only available from
SPX and not available from other dealers or vendors.
4. What steps are being taken to foster competition in future purchases of this product or service?
(Please enter any asset life information here – when and how originally purchased, expected
life of the asset, and the plan for replacement.)
Not applicable.
Approved:
____________________________________ ______________
Department Director Date
___________________________________ _______________
Purchasing Manager Date
Purchasing Manager’s notes
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Antonio Puente Digitally signed by Antonio Puente DN: dc=com, dc=cityofdenton, dc=codad, ou=Department Users and Groups, ou=General Government, ou=Finance, cn=Antonio Puente,
email=Antonio.Puente@cityofdenton.com
Date: 2020.05.13 16:25:13 -05'00'
SPX Transformer Solutions, Inc. 9011 Governors Row, Dallas, TX 75247 www.spxtransformersolutions.com
2020-04-08
City of Denton
This letter is to confirm that SPX Transformer Solutions is the sole source manufacture
and provider of the Dual Column Breather. It contains proprietary software and hardware
developed in the US.
We appreciate your interest in the Dual Column Breather and if you have any questions or
comments regarding this please feel free to contact us.
Thank You,
Jacob Manske
Central Region Sales Manager - Components
Jacob.Manske@spx.com
M 214-551-7124
SPX Transformer Solutions, Inc.
9011 Governors Row
Dallas, TX 75247-3709
www.spxwaukesha.com
Freight will be pre-paid and added to invoice. Quote is subject to SPX Transformer Solutions, Inc. Service and Components Division Standard Terms
and Conditions of Sales dated 1/1/18.
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QUOTATION
TO: SHIP TO:
CITY OF DENTON
215 E. MCKINNEY STREET
DENTON, TX 76201
CITY OF DENTON UTILITIES
ELECTRICAL SUBSTATIONS DEPT
901 B TEXAS STREET
DENTON, TX 76201
ATTN: ACCOUNTS PAYABLE ATTN: SAM BRIDGES
Quote No. Date Cust No S/M Your Referenced Inquiry Delivery Promise F.O.B. Expiration
0022022 4/6/2020 000515 KEA RFQ # DALLAS 30 DAYS
Item Quantity UM Part Description
Price $ Extension $
001 10 EA DCB-A00 B DUAL COLUMN BREATHER-STANDARD 2,375.00 23,750.00
1-2 WEEK LEAD
IF ORDERING LESS THEN 10, PRICE REVERTS BACK
TO STANDARD $2500 EACH.
Total for Quote $ 23,750.00
SPX TRANSFORMER SOLUTIONS, INC./SERVICE AND COMPONENTS DIVISION STANDARD
TERMS AND CONDITIONS OF SALE
(Rev. 1/1/18)
1. ACCEPTANCE AND GOVERNING PROVISIONS. No orders for services and/or goods (individually and collectively, “Work,”) are binding upon Seller until
accepted in writing by an authorized representative of Seller. Seller’s acceptance of Buyer’s order is conditioned upon Buyer’s acceptance of these terms and conditions (the
“Terms”) and Buyer’s agreement to be bound by and comply with these Terms. These Terms and the terms of Seller’s quotation, and all referenced attachments constitute the
entire agreement between Buyer and Seller, and no amendment or modification shall be binding on Seller unless signed by an authorized representative. Seller’s failure to
object to provisions contained in any purchase order or other document of Buyer shall not be construed as a waiver by Seller of these Terms or an acceptance of any such
provisions. Any conflicting or additional terms or conditions set forth by Buyer in a purchase order or other document are not binding upon Seller, and Seller expressly objects
to them.
2. LIMITED WARRANTY. (a) For a period of one (1) year from the date of performance of services or delivery of goods under the order accepted by Seller, Seller
warrants, to the original purchaser, the services performed by or on behalf of Seller to be free from defects in workmanship and the goods manufactured by Seller to be free
from defects in title, material, and workmanship. (b) If within such period it shall be proven to Seller’s reasonable satisfaction that any services or goods are defective, then
such services shall be corrected and, at Seller’s option, such goods repaired or replaced or substitute goods obtained. Buyer shall bear the costs of any removal, decontamination,
and reinstallation of the goods and adjacent structures, equipment, and other obstructions not directly included in the warrantable goods. Seller’s obligation is conditioned upon
Seller’s receipt of written notice of any alleged nonconformity or defect within 10 days after its discovery and, with respect to goods, at Seller’s option, return of such goods to
Seller’s factory, with all freight and insurance to and from the repair facility to be at Buyer’s expense. With respect to goods not manufactured by Seller, Seller makes no
warranty other than good title and agrees to transfer to Buyer the original manufacturer’s warranty, which shall provide the exclusive remedy for any defect. (c) The foregoing
warranties state Seller’s entire warranty and Buyer’s sole and exclusive remedy related to the Work. EXCEPT AS EXPRESSLY SET FORTH
Freight will be pre-paid and added to invoice. Quote is subject to SPX Transformer Solutions, Inc. Service and Components Division Standard Terms
and Conditions of Sales dated 1/1/18.
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ABOVE, SELLER MAKES NO WARRANTY OF ANY KIND WHATSOEVER, AND SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES IMPLIED BY LAW,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (d) This warranty shall not to any
loss or damage resulting from: (i) normal wear and tear; (ii) alteration, neglect, misuse, abuse, or improper installation, operation, maintenance, or storage by Buyer or a third
party; (iii) accident, fire, flood, or acts of God; or (iv) inaccurate or incomplete information or data supplied or approved by Buyer. To the extent allowed by the laws of the State
of Texas, Buyer shall defend and indemnify Seller for any loss or damage of Seller arising out of clauses (i) through (iv) above and any breach by Buyer of its covenants and
obligations under these Terms
3. PATENTS AND TRADEMARKS. (a) If notified promptly by Buyer in writing and provided with authority, information, and assistance, Seller shall defend or may
at any time settle, at Seller’s option, any suit or proceeding alleging that any goods designed and sold by Seller pursuant to the order accepted by Seller infringe any U.S. patent
or trademark. Seller shall pay any damages awarded in such suit or proceeding up to the amount of the depreciated purchase price of such goods. In the event any such goods
are held to constitute such infringement and the use of the goods is enjoined, Seller shall, at its option and expense: (i) procure for Buyer the right to continue using the goods;
(ii) replace the goods with non-infringing goods; (iii) modify the goods so that they become non-infringing; or (iv) remove the goods and return the depreciated purchase price.
The foregoing constitutes the entire liability of Seller and the sole and exclusive remedy of Buyer for patent or trademark infringement related to the goods. (b) Notwithstanding
the foregoing, section (a) above shall not apply to any suit or proceeding alleging infringement resulting from or related to Seller’s compliance with the instructions,
specifications or design of Buyer or the use of goods of Seller in combination with other goods or materials. Buyer shall defend and pay any damages awarded in such suit or
proceeding.
4. DELIVERY AND DELAY. (a) Unless otherwise agreed to in a writing signed by Seller: (i) goods shall be delivered FCA Seller’s Premises, with delivery to the
initial carrier constituting delivery to Buyer (Incoterms® 2010); (ii) title to the goods and risk of damage or loss shall pass to Buyer upon delivery to the initial carrier; (iii)
transportation costs shall be paid by Buyer; and (iv) Buyer shall have sole responsibility for filing any claims with any carrier for delay, loss, or damage. If Seller selects the
freight forwarder, then Buyer authorizes Seller to clear the goods for export under U.S. Export Regulations, including CFR 15, Part 30. If Buyer selects the freight forwarder,
then Buyer shall authorize its freight forwarder to file the EEI and export clearance documentation required by US law, and Buyer assumes all responsibility for export clearance.
(b) Dates of delivery or other performance are estimates and are based on timely receipt from Buyer of accurate and complete approved drawings and technical data. Seller
shall not be liable for any delay beyond its reasonable control or caused by accident; bad weather; embargo; act of Buyer or third parties; labor disputes; national emergency;
riots; non-delivery of suppliers; delays of carriers or delivery agents; inability to obtain labor, materials, or manufacturing facilities; acts of God; or government restrictions,
prohibitions, or requirements. In the event of any such delay, Seller’s time period for delivery or performance shall be extended accordingly. Regardless of the cause, Seller
shall have no liability for penalties of any nature as a result of a delay. During any period of shortage due to the stated or similar causes, Seller may prorate its supply of material
among its internal demand and its customers in whatever manner it chooses. (c) Buyer shall provide, at its own expense, ready and sufficient routes and access for Seller’s
vehicles and equipment to all site(s) for services and delivery point(s) for goods, free of any and all obstructions, conditions, and insufficiencies that would impede or prevent
the performance of services and/or the delivery of goods.
5. LIMITATION OF LIABILITY. (a) Except to the extent specifically provided under Section 3 above, Seller shall not be liable under any theory of relief, including,
without limitation, breach of warranty, breach of contract, tort (including negligence), strict liability, or otherwise, arising out of or related to an order or Seller’s acts or
omissions for: (i) incidental, special, punitive, or consequential damages of any nature, including, without limitation, economic loss or damages, whether for loss of revenue
and/or profits, increased operating costs, loss of use, cost of capital or substitute facilities and services, downtime costs, delay costs, claims of any third parties for any of the
above, or otherwise; or (ii) any damage or loss in excess of the purchase price actually paid by Buyer. (b) Any action by Buyer must be commenced within one (1) year after
the cause of action has accrued.
6. CHANGES, SUBSTITUTIONS, AND CANCELLATION. (a) Any changes requested by Buyer are not effective unless accepted in writing by an authorized
representative of Seller at Seller’s corporate offices or factory. Any changes accepted by Seller that affect the specifications or scope of work of an order shall entitle Seller to
an adjustment to the price, delivery schedule, or other terms affected by such change, as appropriate. (b) Seller may furnish suitable substitutes for materials unobtainable due
to regulations of governmental authorities or unavailability of materials from suppliers. Details of design and construction in any quotation are approximate and subject to
revision by Seller. If changes in performance of services or in materials, design, layout, or arrangement of goods are desired or required by conditions of which Seller was
unaware or that were unforeseen by Seller, the price is subject to revision.
(c) Buyer may cancel an order only with the written consent of Seller and upon payment of cancellation charges. In the event Seller accepts such cancellation of all or any part
of the Work, Buyer shall be liable for the higher of: (i) 25% of the purchase price; (ii) any loss incurred by Seller, including, without limitation, costs of engineering,
reconditioning, labor, materials, and Seller’s margin; or (iii) costs required by any cancellation and delay policy of Seller.
7. APPROVALS, INSPECTION, AND ACCEPTANCE. (a) Buyer’s approval, or failure to disapprove, of drawings submitted under an order constitutes Buyer’s acceptance of
equipment design, specifications, and other data contained in Seller’s submittals. (b) Inspection of goods at Seller’s factory by Buyer, or Buyer’s representatives, will be permitted
insofar as such inspection does not interfere with Seller’s production and provided that complete written details of such inspection are submitted to Seller 10 days in advance. (c)
Work shall be deemed accepted, and any claim of Buyer against Seller with respect to an order shall be waived and not enforceable, unless: (i) Buyer has promptly inspected the
Work, and written notice from Buyer of any defect has been received by Seller within 48 hours of rejection of any goods inspected at Seller’s factory or, if no factory inspection
has taken place, then within 30 days following any performance of services and/or delivery of goods; and (ii) Buyer has given Seller reasonable advance notice and authorization
to attend any tests designed to demonstrate that Seller’s performance is nonconforming or goods are defective, and the test conditions are mutually agreed to by Buyer and Seller.
(d) Goods may not be returned without obtaining written authorization and shipping instructions from an authorized representative of Seller.
8. PRICES, PAYMENT, AND CREDIT. (a) Unless other terms have been expressly stated by Seller in writing, Seller’s prices: (i) are FCA Seller’s Premises
(Incoterms® 2010); (ii) do not include customs duties or any domestic or foreign sales, use, excise, VAT, or similar taxes under existing or future laws (with Buyer to be charged
for same, unless Buyer has provided Seller with an appropriate tax exemption certificate); (iii) are valid for 30 days from the quotation date; and (iv) do not include costs for
installation of goods. All quoted prices are in U.S. Dollars and are subject to correction for clerical errors. (b) Unless otherwise agreed in writing and subject to credit approval,
payment terms shall be net 30 days from completion of services performed within the continental U.S. and/or from the date of shipment for goods sold within the U.S. Unless
otherwise agreed in writing, payment shall be cash in advance or letter of credit for all services performed outside the continental U.S. and all export sales of goods from the U.S.;
and no later than 60 days prior to the schedule start date for services and each scheduled shipment date for goods, Buyer shall wire transfer funds to Seller’s account or cause to
be issued for Seller’s benefit an irrevocable letter of credit in U.S. Dollars in the full amount of the purchase price, plus prepaid freight if applicable, such letter of credit (i) to be
issued or confirmed by a prime U.S. bank acceptable to Seller; (ii) to be subject to and governed by the Uniform Customs and Practice for Documentary Credits (ICC Publication
No. 500) and to be otherwise acceptable in form and substance to Seller; and (iii) to provide for payment to Seller of the full amount of the purchase price plus prepaid freight in
U.S. Dollars, on presentation by Seller of sight drafts, Seller’s invoice, and such other documents as shall be reasonably required by the letter of credit. All banking and other
charges for such letter of credit are for the account of Buyer. (c) Partial payments shall become due with partial performance of services or partial shipments of goods. Seller will
charge 1½% per month (or such lower percentage as required by applicable law) of the unpaid invoice balance, commencing 30 days following completion of services or the
shipment date of goods. Any delay in performance of services or delivery of an installment of goods shall not relieve Buyer of its obligation to accept and make payment for
remaining
performance or installments. If Buyer is notified by Seller that the goods are ready for shipment and there is an unreasonable delay in shipment for reasons beyond Seller’s control
(including Buyer’s failure to provide shipping instructions), the completion date of the goods shall be treated as the date of shipment for payment purposes, and completed goods
Freight will be pre-paid and added to invoice. Quote is subject to SPX Transformer Solutions, Inc. Service and Components Division Standard Terms
and Conditions of Sales dated 1/1/18.
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shall be held at Buyer’s risk of loss or damage, with Buyer paying all storage and insurance expenses. (d) Seller may, at its option, decline to provide services or deliver goods,
except for cash in advance, or stop goods in transit whenever, for any reason, Seller doubts Buyer’s financial responsibility.
9. GOODS FOR RE-EXPORT. If the ultimate destination of Work is outside the U.S., then Buyer shall designate such country on its purchase order. In the event that
Buyer purchases Work for re-export without so notifying Seller, Buyer shall have sole liability and shall defend and indemnify Seller for any loss or damage (including, without
limitation, claims of governmental authorities) arising from the export from the U.S. or import into another country of such Work, including, without limitation, those related to
packaging, labeling, marking, warranty, contents, use, or documentation of the goods. Seller shall have sole responsibility for obtaining any required export licenses. Buyer shall
neither take, nor solicit Seller to take, any action that would violate any anti-boycott, anti-corruption, or any export or import statutes or regulations of the U.S. or other
governmental authorities and shall defend and indemnify Seller for any loss or damage arising out of or related to such action.
10. PROPRIETARY INFORMATION. To the extent allowed by the laws of the State of Texas, Seller retains title to all engineering and production prints, drawings,
technical data, and other information and documents that relate to the services and goods sold to Buyer. Unless advised by Seller in writing to the contrary, all such information
and documents disclosed or delivered by Seller to Buyer are to be deemed proprietary to Seller and shall be used by Buyer solely for the purpose of inspection, installation, and
maintenance and not used or disclosed by Buyer for any other purpose.
11. EXCLUSIONS. In no event shall Seller have any obligation (a) to identify or correct any defective wiring or equipment, to identify or correct any code violations, or
to remove from Buyer’s premises any defective equipment unless expressly stated in the applicable scope of work; or (b) to identify, correct, abate, clean up, control, or remove
from Buyer’s premises any toxic or hazardous material.
12. MISCELLANEOUS. All rights and remedies of Seller under these Terms are in addition to its rights at law and in equity. Any delegation or assignment by Buyer of
any of its responsibilities or rights without Seller’s prior written consent shall be void. The validity, performance, and interpretation of these Terms and any referenced attachment
shall be governed by the law of the State of Texas , U.S.A., including the United Nations Convention on Contracts for the International Sale of Goods when applicable, without
reference to principles of conflicts of laws. The invalidity or illegality of any provision of these Terms shall not render invalid or illegal any other provision. Seller’s failure at
any time to require performance by Buyer of any of these Terms shall not serve as a waiver or diminish Seller’s right to demand strict compliance with such provision or with
other of these Terms.
CUSTOMER AUTHORIZATION
Customer hereby requests that SPX Transformer Solutions, Inc. provide the above-referenced parts and/or services in accordance with the provisions of this
quotation, including all commercial terms and clarifications and forms the basis of a contract with SPX Transformer Solutions, Inc.
Customer’s Authorization / Purchase Order Number (for accounting purposes): -_________________
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written.
Billing Address:
________________________________ By: __________ ___________________
________________________________ Name: ______Jacob Manske_______________________
________________________________ Title: __Regional Sales Manager___________________________
Formatted: Tab stops: 5.66", Left + Not at 0.5" + 4" +
6.5"
Certificate Of Completion
Envelope Id: AB890AFF3F7341C7816E28C595358B39 Status: Completed
Subject: ***Purchasing Approval*** 7393- Waukesha Breathers
Source Envelope:
Document Pages: 7 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 1 Laura Hermosillo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
laura.hermosillo@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
6/23/2020 9:09:36 AM
Holder: Laura Hermosillo
laura.hermosillo@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Laura Hermosillo
laura.hermosillo@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 6/23/2020 9:24:06 AM
Viewed: 6/23/2020 9:24:13 AM
Signed: 6/23/2020 9:24:15 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 6/23/2020 9:24:17 AM
Viewed: 6/23/2020 5:22:04 PM
Signed: 6/23/2020 5:25:06 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Laura Hermosillo
laura.hermosillo@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 6/23/2020 5:25:08 PM
Viewed: 6/23/2020 5:35:08 PM
Signed: 6/23/2020 5:35:39 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 198.49.140.104
Sent: 6/23/2020 5:35:41 PM
Resent: 6/23/2020 5:36:58 PM
Viewed: 6/24/2020 8:28:49 AM
Signed: 6/24/2020 8:28:54 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/23/2020 5:36:58 PM
Certified Delivered Security Checked 6/24/2020 8:28:49 AM
Signing Complete Security Checked 6/24/2020 8:28:54 AM
Completed Security Checked 6/24/2020 8:28:54 AM
Payment Events Status Timestamps