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7611 - Amendment 5 Executed - TEC Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: 06D61493-C78D-40F9-9A99-105BA79AFA5F 7611 - Electric Meters, Amendment 5 Christa Christian 5/3/26 Procurement & Compliance 215 E. McKinney St., Denton, TX 76201  (940) 349-7100 OUR CORE VALUES Integrity  Fiscal Responsibility  Transparency  Outstanding Customer Service July 6, 2023 Mr. Scott Price TEXAS ELECTRIC COOPERATIVES, INC 100 COOPERATIVE WAY GEORGETOWN, TX 78628 sprice@texas-ec.org Ref: IFB 7611 – Electric Meters, Amendment 5 Mr. Price: The City of Denton (COD) has reviewed Amendment 2 and has elected to cancel the line items due to the current price and lead time. The following line item will be removed from contract 7611 with your firm: Line Description Unit Price Lead Time Added in Amendment 2 756200014-H CT 15kV 110BIL 600:5 ART TYPE CRB-17 RF2, 0.3 B-0.5 Accuracy HCEP $700.00 Removed as Amendment 5 756200014-H CT 15kV 110BIL 600:5 ART TYPE CRB-17 RF2, 0.3 B-0.5 Accuracy HCEP $1,585.00 27-29 weeks All terms and conditions of the contract shall apply. If your firm is in agreement, please sign and return this letter to my attention. We look forward to future business with your firm. Regards, ___________________________ ___________________________ Christa Christian, CPPB Scott Price or Authorized Purchasing Supervisor Representative for Texas Electric Cooperatives, Inc DocuSign Envelope ID: 06D61493-C78D-40F9-9A99-105BA79AFA5F 1 Estimate DATE QUOTE # 7/2/2021 QT-1321 BILL TO SHIP TO TEC TEC 100 W Cooperative Way Georgetown, TX 78626 United States TEC 100 W Cooperative Way Georgetown, TX 78626 United States Item / Description Qty Price Extended 756200014-H 756200014-H CT 15kV 110BIL 600:5 ART TYPE CRB-17 RF2, 0.3 B-0.5 Accuracy HCEP 3 $700.00 $2,100.00 756240013-H 756240013-H CT 25kV 150BIL 400:5 ART TYPE CRE-24 RF3, 0.3B-0.9 Accuracy HCEP 3 $1,155.00 $3,465.00 Note: Stock Subject to Prior Sale on Qtys Listed. EHV can drop off at City of Denton All pricing and lead times are subject to change due to the volatility of the current market. DocuSign Envelope ID: 06D61493-C78D-40F9-9A99-105BA79AFA5F Quote Quote Date QTE0088408 06/26/2023 100 Cooperative Way Georgetown, TX 78626 Purchase Order No.Payment Terms Cust Required Date Master No. 755X052014 LOCAL DELIVERY NET 15 07/31/2023 1952270 Quantity Item Number Cust Item Description UOM Unit Price Ext. Price City Of Denton Materials Management 901 B Texas ST Denton, TX 76209-4299 (940) 349-7100 (940) 349-7789 SHIP TO:City Of Denton Accounts Payable 215 E. Mckinney St. Denton, TX 76201-4299 (940) 349-7603 (940) 349-7789 BILL TO: 6 755X052014 CURRENT TRANSFORMER 15KV 600:5 JCK-5 EA $1585.0000 $9,510.0027-29 WEEKS Subtotal $9,510.00 Misc $0.00 Tax $0.00 Freight $0.00 Total $9,510.00 Page 1 of 3 DocuSign Envelope ID: 06D61493-C78D-40F9-9A99-105BA79AFA5F Quote Quote Date QTE0088408 06/26/2023 100 Cooperative Way Georgetown, TX 78626 Last Revision Date 11/23/2011 TERMS AND CONDITIONS FOR PURCHASE OF GOODS FROM TEXAS ELECTRIC COOPERATIVES, INC. THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY TO THE ATTACHED ORDER, QUOTE OR PROPOSAL (HEREAFTER, “ORDER"). FAILURE OF BUYER TO ACKNOWLEDGE RECEIPT OF THESE TERMS AND CONDTIONS SHALL NOT EXEMPT BUYER FROM COMPLIANCE WITH THESE TERMS AND CONDTIONS. Texas Electric Cooperatives, Inc. (the "Seller"), agrees to sell the goods described in the attached Order (the "Goods") to Buyer on the following terms and conditions of sale (the "Terms and Conditions") which supersede any other prior terms or agreements, whether written or oral between Seller and Buyer. 1. Pricing: ·All prices and terms are subject to change without notice. ·All prices are subject to correction of clerical errors. ·Prices provided in an Order must be accepted within 30 days, unless otherwise stated. ·Prices are for shipments of standard package quantities, unless otherwise stated. 2. Acceptance: An Order shall not be binding upon Seller until accepted by an authorized representative of Seller. Acceptance of an Order by Seller, whether oral or written, is based on the express condition that Buyer agrees to all of these Terms and Conditions. Any of the following acts shall constitute Buyer's acceptance of these Terms and Conditions in their entirety: (i) signing and returning a copy of the Order; (ii) tendering of payment to Seller for the Goods; or (iii) acceptance of delivery by Buyer. 3. Delivery: Delivery dates are based on Seller's commercially reasonable estimates from sources available to Seller at the time of approximate delivery, and are not a guarantee of a specified date or dates. When approval of drawings or other factors contribute to a delay, the date of shipment shall be extended for a like period of time. All Orders are subject to the acceptance of management. ·Shipments from Stock: Delivery is F.O.B. destination for material shipped from any TEC warehouse. Freight charges may apply when included with the order or quote. ·Direct shipments from a manufacturer: Delivery is F.0.B shipping point and will include charges for freight, handling, small order, broken package, etc., these charges will be passed on to the Purchaser. The Purchaser's invoice will include the above charge or charges as a separate charge. If shipping charges are billed to the Buyer separately, Buyer will invoice shipping charges when they become available. 4. Payment Terms: Buyer shall pay to Seller the amount indicated on the Order not later than 15 days after receipt of the Goods. Interest on past- due amounts shall accrue at the rate of the lesser of 18% per month, or the highest amount allowed by applicable law. 5. Cancellation, Changes and Returns: Items for shipment of Goods from Seller’s stock may be cancelled or changed by Buyer without penalty prior to shipment from the manufacturer. After shipment, a cancellation charge of up to 25 percent (25%) may be imposed on Buyer to recover costs associated with transportation, restocking and resale of the Goods. Buyer may exchange or return all or part of the Goods only upon (i) prior written authorization from Seller and (ii) the return of the Goods in its original cartons and in new condition. 6. Force Majeure: Seller shall not be liable for any expense, loss or damage resulting from delay in delivery or failure to perform any obligation under this Agreement if such delay or failure is caused by fires, floods, acts of God, strikes, labor disputes, labor shortages, lack of or inability to obtain materials, fuels, supplies or equipment, riots, accidents, transportation delays, acts or failures to act of any government or of Buyer, or any other cause whatsoever, provided that such cause is beyond the reasonable control of Seller. Seller shall have such additional time for performance as may be reasonably necessary under the circumstances and may adjust the price to reflect increases occasioned by such delay. 7. Deferred Delivery: Upon request by Buyer for deferred delivery, Seller shall have the right to (i) agree to deferred delivery and charge Buyer for the completed portion of the order and to warehouse all completed Goods at Buyer's expense and risk of loss; (ii) refuse deferred delivery and ship the Goods in accordance with the Order; or (iii) cancel the Order, or any portion of the Order that has not been shipped. 8. Warranty: Limitation of Liability; Buyer's Remedies: Seller warrants that the Goods delivered hereunder shall be of the kind described in the Order and free from defects in material and workmanship under conditions of normal use. Seller reserves the right to make any modifications required by production conditions to the information set forth in Seller's catalogues and advertising literature. Seller shall not be liable or responsible for (A) any defects attributed to normal wear and tear, erosion or corrosion or improper storage, use or maintenance, or (B) defects in any portion or part of the Goods manufactured by others. If (B) above is applicable, Seller will, as an accommodation to Buyer, assign to Buyer any warranties given to it by any such other manufacturers. Any claim by Buyer against Seller with regard to the Goods for any defect shall be deemed waived by Buyer, unless Buyer submits such claim to Seller in writing within ten (10) days from the date Buyer discovered, or should have discovered, any claimed defect. Provided that Buyer provides to Seller notice of any defect pursuant to this paragraph and an opportunity to inspect the alleged defect, Seller shall, at its option and in its sole discretion: Page 2 of 3 DocuSign Envelope ID: 06D61493-C78D-40F9-9A99-105BA79AFA5F Quote Quote Date QTE0088408 06/26/2023 100 Cooperative Way Georgetown, TX 78626 (i) repair the defective or non-conforming Goods, (ii) replace the nonconforming Goods, or part thereof, within sixty (60) days after receipt of the nonconforming Goods by Seller, or (iii) refund to Buyer the amount paid for the non-conforming Goods and cancel any obligation to pay any unpaid portions of the purchase price for the nonconforming Goods. In no event shall any obligation to pay or refund exceed the purchase price actually paid by Buyer. Repair and/or replacement as provided above shall be at Seller's plant and shipped FOB Destination unless otherwise agreed to by Seller. Transportation will be coordinated and paid by Seller and, unless otherwise agreed to in writing, will not be reimbursed by the Buyer. Seller shall not be responsible for any labor, removal or installation charges that may result from the above-described repair and/or replacement of any Goods. The warranty provided in this Section does not include failure of any part or parts manufactured by others, the failure of any part or parts from external forces, including but not limited to earthquake, installation, vandalism, vehicular or other impact, or frost heave. The exclusive remedy of Buyer and the sole liability of Seller, for any loss, damage, injury or expense of any kind arising from or related to the manufacture, delivery, sale, installation, use or shipment of the Goods and whether based on contract, warranty, tort or any other basis of recovery whatsoever, shall be, at the election of Seller, the remedies described above. The foregoing is intended as a complete allocation of the risks between the parties and Buyer understands that it will not be able to recover consequential damages even though it may suffer such damages in substantial amounts. Because this agreement and the price paid reflect such allocation, this limitation will not have failed of its essential purpose even if it operates to bar recovery for such consequential damages. IN NO EVENT SHALL SELLER BE LIABLE OR RESPONSIBLE TO BUYER FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF SELLER HAS BEEN ADVISED, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF. BUYER EXPRESSLY WAIVES ANY CLAIMS DESCRIBED IN THIS SECTION. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY AMOUNT GREATER THAN THE AGGREGATE OF ALL PAYMENTS RECEIVED BY SELLER FROM BUYER UNDER THE ORDER. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED BY LAW. THERE IS NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, SHALL SELLER BE LIABLE FOR ANY PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF USE OF THE GOODS OR OTHER PROPERTY OR EQUIPMENT, DAMAGE TO OTHER PROPERTY, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, DOWNTIME, OR THE CLAIMS OF BUYER'S CUSTOMERS FOR ANY OF THE AFORESAID DAMAGES. SELLER SHALL NOT BE LIABLE FOR AND BUYER AGREES TO INDEMNIFY SELLER FOR ALL PERSONAL INJURY, PROPERTY DAMAGE OR OTHER LIABILITY RESULTING IN WHOLE OR IN PART FROM THE NEGLIGENCE OF BUYER. In any contract by Buyer for resale of the Goods, Buyer shall effectively disclaim, as against Seller, any implied warranty of merchantability and all liability for property damage or personal injury resulting from the handling, possession or use of the Goods, and shall exclude, as against Seller, any liability for special or consequential damages. 9. Controlling Law: This Agreement and all rights and obligations hereunder shall be governed by the laws of the State of Texas. The venue for all disputes between the parties shall be the courts of Texas to which jurisdiction Buyer hereby submits. 10. Dispute Resolution: At the option or election of Seller, any dispute, claim or controversy ("Dispute") between Seller or Buyer relating to the transactions contemplated by this agreement, including without limitation any claim based on or arising from an alleged tort, shall be resolved by binding arbitration in accordance with Title 9 of the U.S. Code and the Commercial Arbitration Rules of the American Arbitration Association (the Defenses based on statutes of limitation and similar doctrines shall be applicable in any such proceeding, and the commencement of an arbitration proceeding under this Agreement shall be deemed the commencement of an action for such purposes. Seller's right to elect arbitration to resolve any Dispute hereunder shall not limit any right of Seller to pursue any other available remedies. 11. Waiver: No delay or failure by Seller to exercise any right or remedy under these Terms and Conditions shall be construed to be a waiver thereof. Waiver by Seller of any breach shall be limited to the specific breach so waived and shall not be construed as a waiver of any subsequent breach. 12. Assignment: Buyer may not assign this order or any rights hereunder without the prior written consent of Seller. This Agreement, and the Terms and Conditions contained herein, are enforceable, however, against the successors and assigns of Buyer. 13. Taxes: Seller's prices do not include sales, use, excise or other similar taxes. Consequently, in addition to the price specified herein, the amount of any present or future such tax shall be paid by Buyer, or in lieu thereof, Buyer shall provide Seller with all tax-exemption certificates required by the taxing authorities, at the time of sale. 14. Entire Agreement: This contract constitutes the entire agreement between parties with respect to the Goods, and this Agreement may not be modified, amended or waived in any way except in writing signed by an authorized representative of Seller. No representation, promise or term not set forth herein has been nor may be relied upon by Buyer. All references by Seller to Buyer's specifications and similar requirements are only to describe the products and work covered hereby and no warranties or other terms therein shall have any force or effect. Page 3 of 3 DocuSign Envelope ID: 06D61493-C78D-40F9-9A99-105BA79AFA5F Certificate Of Completion Envelope Id: 06D61493C78D40F99A99105BA79AFA5F Status: Completed Subject: ***Purchasing Approval*** 7611 - Amendment 5, Line Removal Source Envelope: Document Pages: 6 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 1 Christa Christian AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 7/6/2023 11:10:00 AM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian christa.christian@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 7/6/2023 11:16:10 AM Viewed: 7/6/2023 2:44:24 PM Signed: 7/6/2023 2:44:33 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott Price sprice@texas-ec.org Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.222.16.107 Sent: 7/6/2023 2:44:34 PM Viewed: 7/7/2023 8:25:16 AM Signed: 7/7/2023 8:25:44 AM Electronic Record and Signature Disclosure: Accepted: 7/7/2023 8:25:16 AM ID: e01140e4-fad0-4855-8045-d73a9dab8d48 Brandon Hamby brandon.hamby@cityofdenton.com Electric Meter Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 7/7/2023 8:25:46 AM Viewed: 7/7/2023 9:17:03 AM Signed: 7/7/2023 9:17:42 AM Electronic Record and Signature Disclosure: Accepted: 7/7/2023 9:17:03 AM ID: 92fc4010-e4d3-475d-a696-8510144727f6 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 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 7/7/2023 9:17:44 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/6/2023 11:16:10 AM Certified Delivered Security Checked 7/7/2023 9:17:03 AM Signing Complete Security Checked 7/7/2023 9:17:42 AM Completed Security Checked 7/7/2023 9:17:44 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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