2013-103
ORDINANCE NO. 2013-103
AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR,
AUTHORIZING, AND APPROVING THE EXPENDITURE OF FUNDS FOR THE
PURCHASE OF SUBSTATION ELECTRICAL CONNECTORS, ASSOCIATED
CONNECTOR HARDWARE AND THE PURCHASE OR LEASE OF TOOLING,
FROM DMC POWER INC., WHICH IS AVAILABLE FROM ONLY ONE SOURCE
AND IN ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL
GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT FROM THE
REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN
EFFECTIVE DATE (FILE 5167-PURCHASE OF SUBSTATION ELECTRICAL
CONNECTORS. HARDWARE AND TOOLING IN A THREE (3) YEAR AMOUNT
NOT TO EXCEED $1,220,000).
WHEREAS, Section 252.022 of the Local Government Code provides that
procurement of items that are only available from one source, including; items that are
only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility
purchases; captive replacement parts or components for equipment; and library materials
for a public library that are available only from the persons holding exclusive distribution
rights to the materials; and need not be submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items
mentioned in the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as
described in the "File" listed hereon, and on file in the office of the Purchasing Agent,
and the license terms attached are hereby approved:
FILE
NUMBER VENDOR AMOUNT
5167 DMC Power, Inc. $1,220,000
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including,
items that are only available from one source because of patents, copyrights, secret
processes or natural monopolies; films, manuscripts or books; electricity, gas, water and
other utility purchases; captive replacement parts or components for equipment; and
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library materials for a public library that are available only from the persons holding
exclusive distribution rights to the materials; and need not be submitted to competitive
bids.
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SECTION 3. The acceptance and approval of the above items shall not
constitute a contract between the City and the person submitting the quotation for such
items until such person shall comply with all requirements specified by the Purchasing
Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts
relating to the items specified in Section 1 and the expenditure of funds pursuant to said
contracts is hereby authorized.
SECTION 5. The City Council of the City of Denton, Texas hereby expressly
delegates the authority to take any actions that may be required or permitted to be
performed by the City of Denton under File 5167 to the City Manager of the City of
Denton, Texas, or his designee.
SECTION 6. This ordinance shall become effective immediately upon its
passage and approval.
PASSED AND APPROVED this the day of ' , - C , 2013.
MA A. B , H/ ~OR
L~
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
6-ORD- 167
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND
DMC POWER, INC. (FILE 5167)
THIS CONTRACT is made and entered into this day of re l A.D.,
2013, by and between DMC Po*er, Inc., a corporation, whose address is 14 02 S. Figueroa
Street, Gardena, CA 90248-17'4, hereinafter referred to as "Supplier," and the CITY OF
DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be
effective upon approval of the Denton City Council and subsequent execution of this Contract by
the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and ror the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the Supplier's Pricing Proposal in
response thereto, a copy of which is attached hereto and incorporated herein for all purposes as
Exhibit "D". The Contract consists of this written agreement and the following items which are
attached hereto, or on file, and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit "A")
(b) Standard Terms and Conditions (Exhibit "B")
(c) Form CIQ - Conflict of Interest Questionnaire (Exhibit "C").
(d) Supplier's Pricing Proposal. (Exhibit "D");
These documents make up the Contract Documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the
provisions of the Contract Documents, the inconsistency or conflict shall be resolved by giving
precedence first to the written agreement then to the contract documents in the order in which
they are listed above. These documents shall be referred to collectively as "Contract
Documents."
References in Exhibit B to the Solicitation are to Exhibit D generally. References in
Exhibit B to Specifications are to the Descriptions and Model Numbers listed in Exhibit D.)
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IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
SUPPLIER
BY:
A OkIZED SIGNATURE
Date: I/Z/6 &1)1'~
Name: ld- cdd"e T LAC
Title: vice tePrySldax~ " 5a le-5-
,?/,0 3Z3 -
PHONE NUMBER
3/0 - 71.5 - 5"-18"r
FAX NUMBER
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY:
E C. CAMPBELL. CITY MANAGER
BY: Date: ~6 2 P A 3
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
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Exhibit A
Special Terms and Conditions
The Quantities indicated on Exhibit D are estimates based upon the best available information.
The City reserves the right to increase or decrease the quantities to meet its actual needs without
any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis
and governed by the Contract Documents.
Product Changes During Contract Term
The Supplier shall not change specifications during the contract term without prior approval.
Any deviation in the specifications or change in the product must be approved in advance by the
City of Denton. Notice of a change shall be submitted in writing to
dentonpurchasing@cityofdenton.com, with the above file number in the subject line, for review.
Products found to have changed specifications without notification and/or acceptance will be
returned at the supplier's expense unless the replacement is a product of greater value.
Contract Terms
The contract term will be three (3) years, effective from date of award or notice to proceed as
determined by the City of Denton Purchasing Department.
Price Changes
Prices are subject to Supplier's annual review and may be increased on each yearly anniversary
date of the effective date hereof.
Unless otherwise specifically provided in writing, the prices quoted are based upon manufacture
of the quantity and types originally specified and are subject to revision when interruptions or
engineering changes are caused or requested by the City.
Unless otherwise stated in this quotation, all tools required to produce the materials covered by a
resulting order are to remain the property of Supplier, F.O.B. Gardena, Calif. All quotations
subject to 30 days acceptance.
Supplier's goal with this agreement is to provide a stable pricing environment to the City.
However, the global demand of aluminum, copper and other raw materials has created an
unpredictable commodities market that is beyond Supplier's control. Therefore, if pending an
annual review of pricing the price of aluminum, copper or other raw materials significantly
increases, through no fault of Supplier, the price of the quoted products shall be adjusted by a
reasonable amount necessary to cover these significant price increases.
A significant increase is defined as one that exceeds 10% of the Comex price as of January 1 st,
2013. If raw materials increase by 10% or more based on Comex, Supplier with a 30-day written
notice may increase prices to the City by the percentage change (for example, if the increase is
12%, Supplier may increase prices by 12%).
Total Contract Amount
The contact total for services shall not exceed $1,220,000. Pricing shall be per Exhibit D
attached.
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Exhibit B
City of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions constitute part of the Contract Documents and are applicable to
Contracts/Purchase Orders issued by the City of Denton hereinafter referred to as the City or Buyer and
the Seller herein after referred to as the Supplier. Any deviations must be in writing and signed by a
representative of the City's Procurement Department and the Supplier. No Terms and Conditions
contained in the Supplier's Proposal response, Invoice or Statement, or in the City's Purchase Orders
shall serve to modify the terms set forth in the Contract Documents. If there is a conflict between the
provisions on the face of the Purchase Order and these Standard Terms, these written provisions will take
precedence.
By submitting an Offer in response to the Solicitation, the Supplier agrees that the contract shall be
governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated.
1. SUPPLIER'S OBLIGATIONS. The Supplier shall fully and timely provide all deliverables described in the
Solicitation and in the Supplier's Offer in strict accordance with the terms, covenants, and conditions of the Contract
and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of
the date the contract is signed by the City, and shall continue in effect until all obligations are performed in
accordance with the Contract.
3. SUPPLIER TO PACKAGE DELIVERABLES: All shipments are made F.O.B. Destination. Unless otherwise
specified, all boxing and packing for domestic shipment are included in the quoted price. When special packing is
specified involving greater expense than that customarily supplied, a charge may be made to cover such extra
expense. City shall clearly state the method of shipment when ordering. Unless otherwise specified, Supplier will
normally use the best, least expensive surface transportation. Reasonable care is exercised in packing Supplier's
products for shipment and Supplier assumes no responsibility for delay, breakage, or damage after having made
delivery in good order to the carrier. All claims for breakage and damage should be made to the carrier, but Supplier
will be glad to render all possible assistance in securing satisfactory adjustments of such claims. In the absence of
any agreement to the contrary, Supplier reserves the right to over ship by 10% where the manufacturing processes
make it impractical to provide the exact quantity specified. The Supplier will package deliverables in accordance
with good commercial practice and shall include a packing list showing the description of each item, the quantity
and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping
container shall be clearly and permanently marked as follows: (a) The Supplier's name and address, (b) the City's
name, address and purchase order or purchase release number and the price agreement number if applicable, (c)
Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing
the packing list. The Supplier shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest
transportation costs and to conform to all the requirements of common carriers and any applicable specification. The
City's count or weight shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Supplier is not authorized to ship the
deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City upon the
completion of City's unloading of the delivery, such unloading to be done in a prudent manner by City.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Unless otherwise stated in the Offer, the
Supplier's price shall be deemed to include all delivery and transportation charges. The City shall have the right to
designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set
forth the purchase order. The delivery date is Supplier's best estimate of the time that material will be shipped from
its factory and Seller assumes no liability for loss, damage, or consequential damages due to delays. Seller reserves
the right to fabricate the entire quantity ordered in one production run. In the event of cancellation of such items,
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any components, subassemblies and/or finished assemblies on quantities equivalent to the full production run for the
entire quantity ordered plus the normal overrun shall be considered as part of applicable cancellation charges.
Increases in quantities to orders entered are allowed provided that the production of the items has not commenced.
Where production has commenced, a new order shall be entered at the appropriate price level commensurate with
the new quantity. This condition also applies to cross-referenced purchase orders so designated for accumulative
price advantage.
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12. INVOICES:
A. The Supplier shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery order
number and the master agreement number if applicable, the Department's Name, and the
name of the point of contact for the Department. Invoices shall be itemized and transportation
charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when
applicable, shall be attached to the invoice. The Supplier's name, remittance address and, if applicable, the tax
identification number on the invoice must exactly match the information in the Vendor's registration with the City.
Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Supplier's
invoice.
C. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30)
calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable,
whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance as specified in
Texas Government Code Section 2251.025 except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for
withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Supplier will be paid for the partial
shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery.
D. [Not Used]
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City
may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer
of funds. The Supplier agrees that there shall be no additional charges, surcharges, or penalties to the City for
payments made by credit card or electronic funds transfer.
G.The City shall immediately notify the Supplier in writing if funds are no longer appropriated or available
under the Contract, such notice to occur within 24 hours of City learning of same.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid
by the Supplier, unless otherwise stated in the contract terms.
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19. WARRANTY-PRICE:
The Supplier certifies that the prices in the Offer have been arrived at independently without consultation,
communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with
any other firm or with any competitor.
20. WARRANTY - TITLE: The Supplier warrants that it has good and indefeasible title to all deliverables
furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and
encumbrances. The Supplier shall indemnify and hold the City harmless from and against all adverse title claims to
the deliverables.
21. WARRANTY - DELIVERABLES: Supplier warrants new Goods sold to be free from defects in material and
workmanship under normal use and service. Goods are manufactured in accordance with the drawings, and/or
specifications called for and current on the date that the Order for same was received. Supplier's obligation under
this warranty is limited to the correction or replacement of any Goods that prove defective in material or
workmanship under normal use and service within one year after delivery to the final user, provided return is
authorized and the Goods are prepaid to Supplier's shipping point (or authorized distributor if purchased through
this source) will all transportation charges prepaid and providing said Goods are found to be defective by Supplier's
inspection. Supplier makes no warranty regarding the compatibility of its connection products with connection
products of others.
If components other than those supplied by Supplier are used in the assembly of the Goods, the warranty is limited
only to the components that are supplied by Supplier and it assumes no responsibility for the performance and/or
reliability of the unit as a whole. In addition, Supplier assumes no liability for consequential or special damages
resulting from the use of any of its Goods. This warranty is in lieu of all other warranties expressed or implied.
NEITHER SUPPLIER NOR ITS MANUFACTURER MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS OF THE EQUIPMENT FOR ANY
PARTICULAR PURPOSE OR USE, AND THEY DISCLAIM ALL SUCH REPRESENTATIONS AND
WARRANTIES.
No Goods may be returned except with return authorization excluding damaged goods. Custom made special Goods
are not returnable.
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24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other
party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In
the event that no assurance is given within the time specified after demand is made, the demanding party may treat
this failure as an anticipatory repudiation of the Contract.
25. [Not Used]
26. DEFAULT: The Supplier shall be in default under the Contract if the Supplier (a) fails to fully, timely and
faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of
performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United
States or (d) makes a material misrepresentation in Supplier's Offer, or in any report or deliverable required to be
submitted by the Supplier to the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Supplier, the City shall have the right to
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terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after
the date of such notice, unless the Supplier, within such ten (10) day period, cures such default, or provides evidence
sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist or that a cure is being
effectuated. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all
actual damages, costs, losses and expenses, incurred by the City as a result of the Supplier's default, including,
without limitation, cost of cover, reasonable attorneys' fees,court costs, and post judgment interest at the rate that is
specified under applicable Texas law. Additionally, in the event of a default by the Supplier, the City may remove
the Supplier from the City's vendor list for three (3) years and any Offer submitted by the Supplier may be
disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not
exclusive of any other right or remedy provided by law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in
part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of
termination, the Supplier shall promptly cease all further work pursuant to the Contract, with such exceptions, if any,
specified in the notice of termination. The City shall pay the Supplier to the extent of funds Appropriated or
otherwise legally available for such purposes, for all goods delivered and services performed and obligations
incurred prior to the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Supplier on any Offer or in any report or deliverable required to be
submitted by the Supplier to the City shall be grounds for the termination of the Contract for cause by the City and
may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Supplier if the City deems it is
in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the
Supplier shall negotiate an equitable adjustment for costs incurred by the Supplier in the Contract price and execute
an amendment to the Contract. The Supplier must assert its right to an adjustment within thirty (30) calendar days
from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Supplier
from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if,
while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions,
sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default
or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will
be extended; provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform.
31. INDEMNITY: A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and
liability of every character, type or description, including all reasonable costs and expenses of litigation,
mediation or other alternate dispute resolution mechanism, including attorney and other professional fees
for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Supplier,
their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation,
loss of services, or loss of income or wages to any person (including but not limited to the agents, officers
and employees of the City, the Supplier, the Supplier's subcontractors, and third parties), ii. "Fault" shall
include the sale of defective or non-conforming deliverables, negligence, willful misconduct or a breach of
any legally imposed strict liability standard.
B. THE SUPPLIER SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS
SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT
OF THE SUPPLIER, OR THE SUPPLIER'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE SUPPLIER'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE
DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE SUPPLIER (INCLUDING, BUT NOT LEMTED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM,
NOR SHALL ANYTHING HEREIN BE CONSTRUED TO (1) APPLY TO CLAIMS BROUGHT BY THE CITY BASED ON
BREACH OF CONTRACT OR (2) REQUIRE SUPPLIER TO DEFEND, INDEMNIFY OR HOLD THE CITY HARMLESS TO THE
EXTENT OF ITS NEGLIGENCE. IN NO EVENT SHALL SUPPLIER BE OBLIGATED TO DEFEND,
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INDEMNIFY OR HOLD THE CITY HARMLESS FROM LOSS ARISING FROM UNAUTHORIZED
COMBINATION OF SUPPLIER'S CONNECTION PRODUCTS WITH CONNECTION PRODUCTS OF
OTHERS.
32. INSURANCE: Supplier shall procure and maintain insurance of the types and in the minimum amounts acceptable
to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and
satisfactory to the City of Denton.
A. General Requirements.
i. The Supplier shall at a minimum carry insurance in the types and amounts specified as follows, for the
duration of the Contract, including extension options and hold over periods, and during any warranty
period:
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Commercial General Liability $1 million per occurrence / $2 million aggregate
Automobile Liability $1 million combined single limit
Excess Liability $3 million per occurrence / aggregate
Workers' Compensation Statutory Requirements
ii. The Supplier shall provide Certificates of Insurance with the coverage's and endorsements required to
the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after
written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer
to disqualification from consideration for award. The Supplier must also forward a Certificate of Insurance
to the City whenever a previously identified policy period has expired, or an extension option or hold over
period is exercised, as verification of continuing coverage.
iii. The Supplier shall not commence work until the required insurance is obtained and until such insurance
has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability
of the Supplier hereunder and shall not be construed to be a limitation of liability on the part of the
Supplier.
iv. [Not Used]
v. The Supplier's and all subcontractors' insurance coverage shall be written by companies licensed to do
business in the State of Texas at the time the policies are issued and shall be written by companies with
A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the
Texas Workers' Compensation Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation
endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following
information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown
on any policy. It is intended that policies required in the Contract, covering both the City and the Supplier,
shall be considered primary coverage as applicable.
viii. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
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x. The City reserves the right to review the insurance requirements set forth during the effective period of
the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when
deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims
history of the industry or financial condition of the insurance company as well as the Supplier.
xi. The Supplier shall not cause any insurance to be canceled nor permit any insurance to lapse during the
term of the Contract or as required in the Contract.
xii. The Supplier shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in
policies.
xiii. The Supplier shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of
the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract.
xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums
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and are not intended to limit the responsibility or liability of the Supplier.
B. Specific Coverage Requirements: Specific insurance requirements are specified above.
C. City Insurance: The City shall be responsible for insuring its facilities with respect to property-damage. If the
City insures through a third-party provider, the City shall secure a waiver of subrogation in favor of Supplier and
any of its subcontractors and suppliers. If the City self-insures or insures for less than full replacement-value,
Supplier and its subcontractors and suppliers shall be deemed to be exonerated from property-claims as though a
waiver of subrogation were in place.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Supplier which arises under or
concerns the Contract, or which could have a material adverse affect on the Supplier's ability to perform thereunder,
the Supplier shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the
Supplier. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action;
the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim
is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton
City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton,
Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to
be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after
postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered
by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by
fast class mail, telefax, or other commercially accepted means. Notices to the Supplier shall be sent to the address
first written above, or at such other address as Supplier may notify the City in writing. Notices to the City shall be
addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing
Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: Any portions of such material
claimed by the Supplier to be confidential and/or proprietary must be clearly marked as such. Determination of the
public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government
Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Supplier represents and warrants to the
City that: (i) the Supplier shall provide the City good and indefeasible title to the deliverables and (ii) the
deliverables supplied by the Supplier in accordance with the specifications in the Contract will not infringe, directly
or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind
of any third party; that no claims have been made by any person or entity with respect to the ownership or operation
of the deliverables and the Supplier does not know of any valid basis for any such claims. The Supplier shall, at its
sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs
(including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from any
claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if
applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party.
In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own
separate counsel to act as co-counsel on the City's behalf. Further, Supplier agrees that the City's specifications
regarding the deliverables shall in no way diminish Supplier's warranties or obligations under this paragraph and the
City makes no warranty that the production, development, or delivery of such deliverables will not impact such
warranties of Supplier.
37. CONFIDENTIALITY:
As used in this Agreement, the term "Confidential Information" shall mean all trade secrets or confidential or
Confidential Information designated as such in writing by the Disclosing Party, whether by letter or by the use of an
appropriate proprietary stamp or legend, prior to or at the time any such trade secret or confidential or Confidential
Information is disclosed by the Disclosing Party to the Recipient.
File 5167 Page 9 of 15
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The Recipient and its Representatives shall use the Confidential Information of the Disclosing Party only for
purposes related to this Contract, and such Confidential Information shall not be used for any other purpose without
the prior written consent of the Disclosing Party. The Recipient and its Representatives shall hold in confidence
with at least the same degree of care as the Recipient uses to keep its own Confidential Information confidential,
which shall in no event be less than reasonable care, and shall not disclose any Confidential Information of the
Disclosing PartyNotwithstanding anything contained in this Agreement to the contrary, this Agreement shall not
prohibit the Recipient from disclosing Confidential Information of the Disclosing Party to the extent required in
order for the Recipient to comply with applicable laws and regulations, provide d that the Recipient provides prior
written notice of such required disclosure to the Disclosing Party and assists the Disclosing Party in its reasonable
efforts to prevent or limit such disclosure.
The obligations of the Recipient shall not apply, and the Recipient shall have no further obligations, with respect to
any Confidential Information to the extent that such Confidential Information (a) is generally known to the public at
the time of disclosure or becomes generally known without the Recipient or its Representatives violating this
Agreement; (b) is in the Recipient's possession at the time of disclosure; (c) becomes known to the Recipient
through disclosure by sources other than the Disclosing Party without such sources violating any confidentiality
obligations to the Disclosing Party; (d) is independently developed by the Recipient without reference to or reliance
upon the Disclosing Party's Confidential Information; or (e) is disclosed by the Disclosing Party to a third party
without any obligation of confidentiality.
38. OWNERSHIP AND USE OF DELIVERABLES: Notwithstanding any other provisions to the contrary, all
products sold hereunder, including but not limited to all components, modules, assemblies and parts thereof and all
computer software and technical data used in the development and manufacture of said product, were developed at
private expense and are proprietary to Supplier. Neither the City nor any other entity shall have any rights or
interest therein.
39. [Not Used]
40. ADVERTISING: The Supplier shall not advertise or publish, without the City's prior consent, the fact that the
City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Supplier warrants that no person or selling agency has been employed or
retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage,
brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies
maintained by the Supplier for the purpose of securing business. For breach or violation of this warranty, the City
shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct
from any amounts owed to the Supplier, or otherwise recover, the full amount of such commission, percentage,
brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Supplier, cancel the Contract without liability if it is
detertnined by the City that gratuities were offered or given by the Supplier or any agent or representative of the
Supplier to any officer or employee of the City of Denton with a view toward securing the Contract or securing
favorable treatment with respect to the awarding or amending or the making of any determinations with respect to
the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City
shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred
by the Supplier in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent
consultant, or elected official of the City who is involved in the development, evaluation, or decision-making
process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract
resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any
officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Supplier shall render the Contract voidable by the
City. The Supplier shall complete and submit the City's Conflict of Interest Questionnaire (Attachment B).
44. INDEPENDENT SUPPLIER: The Contract shall not be construed as creating an employer/employee
File 5167 Page 10 of 15
I
i
relationship, a partnership, or a joint venture. The Supplier's services shall be those of an independent supplier. The
Supplier agrees and understands that the Contract does not grant any rights or privileges established for employees
of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave
benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of
the Supplier or any employee of the Supplier, and it is expressly understood that Supplier shall perform the services
hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton,
Texas, or his designee under this agreement.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and
the Supplier and their respective successors and assigns, provided however, that no right or interest in the Contract
shall be assigned and no obligation shall be delegated by a party without the prior written consent of the other party,
not to be unreasonably withheld, conditioned or delayed. Any attempted assignment or delegation shall be void
unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any
person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries
to the Contract.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in
writing signed by the aggrieved party. No waiver by either the Supplier or the City of any one or more events of
default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations
under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of
a similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No
pre-printed or similar terms on any of the City's purchase order or the Supplier invoice, order or other docurnent
shall have any force or effect to change the terms, covenants, and conditions of the Contract.
i
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of
the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the
trade shall be relevant to supplement or explain any term used in the Contract, Although the Contract may have been
substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair
to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall
control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to
prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a
statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between
representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as
agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making
authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to
negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not
succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below.
Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed
directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the
parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of
the dispute. Should they choose this option; the City and the Supplier agree to act in good faith in the selection of the
mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract
prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a
contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation
of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution
Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from
the date of the first mediation session. The City and the Supplier will share the mediator's fees equally and the
parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to
represent them or otherwise assist there in the mediation.
File 5167 Page 11 of 15
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50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of
Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm.
Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or
jurisdiction. All issues arising from this Contract may be brought in the courts of Denton County, Texas and the US
District Court for the Northern District of Texas, if the latter has jurisdiction. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City or Supplier to seek and secure injunctive
relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way
affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be
deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract
did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to
replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void should a provision
which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City
New Year's Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year's Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday,
it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm,
Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not
within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized
designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on
the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall
survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended
or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By
accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or
debarred from doing business with the Federal Government, as indicated by the General Services Administration
List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City
of Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory
employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or
national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from
this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall
engage in any discriminatory employment practice against individuals with disabilities as deemed
in the ADA.
File 5167 Page 12 of 15
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements)
The following federally funded requirements are applicable, in addition to the specific federally funded
requirements.
A. Definitions. As used in this paragraph -
i. "Component" means an article, material, or supply incorporated directly into an end product,
ii. "Cost of components" means -
(1) For components purchased by the Supplier, the acquisition cost, including transportation costs to the place of
incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty
(whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Supplier, all costs associated with the manufacture of the component,
including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but
excluding profit. Cost of components does not include any costs associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined, produced, or
manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign
origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in
sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap
generated, collected, and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies
acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract;
but will consider for approval foreign articles as domestic for this product if the articles are on a list
approved by another Governmental Agency. The Offeror shall submit documentation with their Offer
demonstrating that the article is on an approved Governmental list..
D. The Supplier shall deliver only domestic end products except to the extent that it specified delivery of foreign end
products in the provision of the Solicitation entitled "Buy American Act Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in
any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the
submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded supplier or supplier to be licensed by
the State of Texas, any and all fees and taxes are the responsibility of the supplier.
59. [Not Used]
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall
comply with all State, Federal, and Local laws and requirements. The Supplier must comply with all applicable laws
at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits
bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public
servants. The Supplier shall give all notices and comply with all laws and regulations applicable to furnishing and
performance of the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Supplier shall demonstrate on-site compliance with
the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing
with issuance of Form W-2's to common law employees. Supplier is responsible for both federal and State
unemployment insurance coverage and standard Worker's Compensation insurance coverage. Supplier shall ensure
compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Supplier or its employees for any Unemployment or Workers' Compensation coverage, or federal or State
withholding requirements. Supplier shall indemnify the City of Denton and shall pay all costs, penalties, or losses
resulting from Supplier's omission or breach of this Section.
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62. DRUG FREE WORKPLACE: The supplier shall comply with the applicable provisions of the Drug-Free
Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-
free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued
by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to
implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the supplier
shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be
issued.
63. [NOT USED]
64. FORCE MAJEURE: The City of Denton and the Supplier shall not be responsible for performance under the
Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other
unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence
under this Section, the Supplier will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Supplier continues to use commercially reasonable efforts
to recommence performance or observance whenever and to whatever extent possible without delay. The Supplier
shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within
five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-perfonnance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract
will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either
Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude,
cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the
Contract will not be construed as a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN EVEVIUNITY: The Parties expressly agree that no provision of the Contract
is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that
the City of Denton may have by operation of law provided that the City acknowledges and agrees that any such
immunities are inapplicable to funded purchase orders issued hereunder.
File 5167 Page 14 of 15
EXHIBIT C
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE
USE ONLY
This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a
person who has a business relationship as defined by Section 176.001(1-a) with a local governmental Date Received
entity and the person meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not
later than the 7th business day after the date the person becomes aware of facts that require the
statement to be filed. See Section 176.006, Local Government Code.
A person commits an offense if the person knowingly violates Section 176.006, Local Government
Code. An offense under this section is a Class C misdemeanor.
1 Name of person who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7th business day after the date the originally filed questionnaire becomes incomplete or
inaccurate.)
3
Name of local government officer with whom filer has an employment or business relationship.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an
employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach
additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than
investment income, from the filer of the questionnaire?
0 Yes No
B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from
or at the direction of the local government officer named in this section AND the taxable income is not received
from the local governmental entity?
0 Yes = No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the
local government officer serves as an officer or director, or holds an ownership of 10 percent or more?
Yes 0 No
D. Describe each affiliation or business relationship.
4
Signature of person doing business with the governmental Date
entity
File 5167 Page 15 of 15
Exhibit D
OM
POWER
Next Generation Power Connections
Version 1
To: Chuck Sears 3/13/2013 Project Data
CITY OF DENTON End-User:
1685 Spencer Road Type:
Name:
Denton TX 76205 City:
USA ST:
940-349-7111 (phone) Country:
940-391-6884 (cell) kV 1:
kV 2:
Chuck Sea rs(D_cityofdenton.com kV 3:
Est. Order Date:
Quote Number/File Name: CITY of DENTON_Blanket Agreement- 2013031313
Salesperson Page Est. Freight Freight Method Are Tools Required?
Matthew Derner 214-724-3637 1 of 4 PPA - FOB Destination No
Item Qty Part Number Description 1-15 Price 16+ Price
1 1 CL702D15900-4S Double Tap Cable, Split Type, 4" Spacing $ 189.07 $ 164.41
2 F'Lk 9432D00040S Terminal, 3" Wide, 4 Hole Part, Offset $ 25-15 $ 21.87
3 1 CPLK9432D12720S Terminal, 3" Wide, 4 Hole Pad, Offset $ 42.91 $ 37.31
4 1 ?CPLK9434D00040S Terminal, 3" Wide 4 Hole Pad, 45' Deg $ 25.48 $ 22.15
5 1 -CPLK9442D15900T !Terminal, 4' Wide, 4 Hole, Offset a $<5w 56.99 $ 49.561
j 6 1 iCPLK9444D07950S ~Terminal, 4" Wide 4 Hole Pad, 45' Deg $ 39 56 $ 34.40
7 1 =CPLK9449D07950S Terminal 4 Wide 4 Hole Pad 90 Deg $ 36.87 $ 32.07 ;
I 8 1 CPLK9513D12720S ITee Terminal Split Type 3 Wide 4 Hole Pad $ 100.90 ; $ 87.75
,a. . _ ..._._e, w -
9 1 lCPLK9642D12720S (Terminal, (2) Cables, 4" Wide 4 Hole Pad, OFFSET $ 73.41 $ 63.84
~ 10 1 CPLK9642D15900S Terminal, (2) Cables, 4" Wide 4 Hole Pad, OFFSET $ 73.41 63.84
11 1 CPLK9642D25000S 'Terminal, (2) Cables, 4" Wide 4 Hole Pad, OFFSET $ 108.61 $ 94.45
12 1 PLK1000D64 Bus to Bus Splice, (4") $ 99.51 $ 90.82
i 13 1 PLK1000D80 Bus to Bus Splice, (5") i$
152.42 $ 138.56
14 1 1PLK101OD5664 Splice Reducer 3 1/2" to 4" $ 130.33 $ 118.48
15 1 PLK1100D48E5 Bus to 4 Hole NEMA Pad, 3 X 5.00 $ 86.78 $ 78.89
_
16 a 1 PLK1120D64E2 Splice, w/4-Hole Double Longitudinal Pad, 4"Wide, 4x 5.50 $ 157.54 $ 143.22
:
17 _T 1 PLK1120D64E2T Splice, w/4-Hole Double Longitudinal Pad, 4'Wide, 4x 5.50, Tin Plated : $ 197.36 = $ 180.73
18~ ~1 'PLK1150D64L2E2~ Splice, With 4~Hole Pad Transverse 4"Wide $ 130.33 ' $ m 118.48
19 ; 1 =PLK1150D801_2E2 Splice, With 4 Hole Pad Transverse 4"Wide $ 182.84 - $ 166.22 s
20 1 [ PLK1350D80 End Cap (swaged end) I $ 108.87 ! $ 98.97
21 1 PLK1360D64 End Cap (Rounded End) $ 87.42 $ 79.47
22 1 PLK1360D80 End Cap (Rounded End) $ 132.57 i $ 120.52
23 1 PLK1400D48E2 <Elbow 3" NIPS 45 Deg Angle T$ 85.18 $ 77.43
j Note:. Freight Terms are Prepaid and Add (PPA), FOB Destination
Quotation Submitted By: Notes: Total (Excludes freight, taxes, etc.),
m
Frances Gaddis (310) 323-1616 x5101 1. All stock quotations made subject to
prior sale. 7. 50% cancellation charge will apply.
Customer Service Representative 2. $250 minimum order requirement. 8. 50% restocking fee applies to fittings only.
3. Terms- Net 30 Days 9. Reasons for return beyond DMC Power's control are subject to
4. All quotations are subject to 30 days a 50% restocking charge.
acceptance. 10. Shipped prepaid at shipper's expense applies to returns only.
5. FOB-Origin, Gardena, CA. 11. Custom made special parts are not returnable.
6. Freight is prepaid and added to your
14502 South Figueroa St. invoi96rdena, CA 90248 P: 310-323-1616 Ext 5105 F: 310-715-9488
file 5167
Exhibit D
POWER
OM Next Generation Power Connections 4 Versions
To: Chuck Sears 3/13/2013 Project Data
CITY OF DENTON End-User:
1685 Spencer Road Type:
Name:
Denton TX 76205 City:
USA ST:
940-349-7111 (phone) Country:
940-391-6884 (cell) kV 1:
kV 2:
Chuck. Sears(@cityofdenton.com kV 3:
Est. Order Date:
Quote Number/File Name: CITY of DENTON_Blanket Agreement - 2013031313
Salesperson Page Est. Freight Freight Method Are Tools Required?
Matthew Derner 214-724-3637 2 of 4 PPA - FOB Destination No
Item Qty Part Number Description 1-15 Price 16+ Price
24 1 f PLK1400D48E4 Elbow 3" NPS 90 Deg Angle 1 $ 85.18 I $ 77.43
25 1 PLK1400D64E2 Elbow 4" NPS 45 Deg Angle $ 133.53 $ 121.39
26 1 PLK1400D80E2 Elbow 5" NPS 45 Deg Angle $ 213.26 $ 193.87
27 1 PLK1500D3264E2 ITee connector, 2" Leg Port to 4" Main Run with 15° Angle I $ 130.01 $ 118.19
28 1 PLK1500D4080E2 jTee Connector, 2 112" Leg Port to 5" Main Run with 15° Angle $ 236.32 214.83
29 1 PLK1500D5656E1 Tee Connector, 3 1/2" Leg Port to 3 1/2" Main Run with 0° Angle _ $ 170.67 $ _ 955.16
30 _ 1 ~ PLK1600D3264 "A" Frame, 30' Deg -64 Main Run, -32 Leg $ 201.09 $ 182.81
31 1 1 PLK160OD4080 "A" Frame, 30' Deg -80 Main Run, -40 Leg $ 328.54 298.67
32 11 P8A 1Nema 4 Hole Pad, Center Formed 3" Wide Pad to 3" Bus $ 86.46 $ 78.60
33 1 ?PLK1850D4813 INema 4 Hole Pad, Center Formed 4" Wide Pad to 3" Bus $ 87.74 $ 79.76
34 1 lPLK1850D56BT Nema 4 Hole Pad, Center Formed 3 Wide Pad to 3" Bus, Tin Plated . w ( $ 143,62 $ 134.20
( 35 1 PLK185OD64A INema 4 Hole Pad, Center Formed 3" Wide Pad to 4" Bus $ 117.20 $ 106.54 .
36 1 ~PLK185OD64B Nema 4 Hole Pad, Center Formed 4" Wide Pad to 4" Bus F $ 118.80-2 108.00
37 1 PLK185OD64BT Nema 4 Hole Pad, Center Formed 4" Wide Pad to 4" Bus, Tin Plated $ 158.65 $ 147.87'.
1 38 1 PLK185OD80B Nema 4 Hole Pad, Center Formed 4" Wide Pad to 5" Bus 3 $ 167.47 $ 152 25
39 1 PLK1885D56T Nema 2 Hole 2" Wide Pad to -56 Bus, Center Formed, Tin Plated "
~ 1 $
.143.94 . $ 134.49
40 1 PLK2230D64E12 Horizontal Bus Support, 4" Clamp/Slip/Rigid wl 3" & 5" Dia. B.C. $ 71.13 $ 63 78
A 41 1 PLK2230D80E23 Horizontal Bus Support, 5" Clamp/Slip/Rigid wl 5" & 7" Dia. B.C. 116.15 $ 103.37
42 1 I PLK2600D64E1 Expansion Joint Termnal w/Guide Bus to Nema Pad 4" Wide 4Hole Pad $ 588.74 $ 535.22
b .74
43 1 PLK2600D80E1 Expansion Joint Terminal w/Guide Bus to 4 Hole Nema Pad 4" Wide
$ 726.98 $ 660.89 '
44 1 PLK2700D48E12 Expansion Bus Support 3" & 5" Dia BC, 3" Tube $ 518.10 $ 471.00
45 1 µ PLK2700D56E12 Expansion Bus Support 3" & 5" Dia BC, 3 1/2" "Tube $ 577.22 $ 524.74
46 1 PLK3200D48E12 Horizontal Bus Support Assy, Slip Fit w/ Static Spring,EHV 3" & 5" Dia $ 88.38 $ 80.34
Note:iFreight Terms are Prepaid and Add (PPA), FOB Destination
Quotation Submitted By: Total (Excludes freight, taxes etc)
Frances Gaddis (310) 323-1616 x5101 Notes:
Customer Service Representative 1. All stock quotations made subject to prior sale. 7. 50% cancellation charge will apply.
2. $250 minimum order requirement. 8. 50% restocking fee applies to fittings only.
3. Terms- Net 30 Days 9. Reasons for return beyond DMC Power's control are subject to
4. . All quotations are subject to 30 days a 509 restocking charge.
ht/~.~i1~ acceptance. 10. Shipped prepaid at shipper's expense applies to returns only.
y `M' S. F08-Origin, Gardena, CA. 11. Custom made special parts are not returnable.
6. Freight is prepaid and added to your invoice.
14502 South Figueroa St. Gardena, CA 90248 P. 310-323-1616 Ext 5105 F: 310-715-9488
file 5167
Exhibit D
OM~
POWER
Next Generation Power Connections
Version 1
To: Chuck Sears 3/13/2013 Project Data
CITY OF DENTON End-User:
1685 Spencer Road Type:
Name:
Denton TX 76205 City:
USA ST:
940-349-7111 (phone) Country:
940-391-6884 (cell) kV 1:
kV 2:
Chuck.Sears(a),cityofdenton.com kV 3:
Est. Order Date:
Quote NumberlFile Name: CITY of DENTON_Blanket Agreement - 2013031313
Salesperson Page Est. Freight Freight Method Are Tools Required?
Matthew Derner 214-724-3637 3 of 4 PPA - FOB Destination No
Item Qty Part Number Description 1-15 Price 16+ Price
47 1 JPLK3200D64E12 Horizontal EHV Bus Support, Slip Fit, 3" & 5" Dia BC, -64 Tube $ 93.18 $ 84.71
48 1 PLK3200D80E23 Horizontal EHV Bus Support, Slip Fit, 5" & 7" Dia BC, -80 Tube $ 107.59 $ 97.81
49 1 'PLK3210D48E12 Horizontal EHV Bus Support, Slip Fit/Rigid, 3" & 5" Dia BC, -48 Tube $ 202.69 $ 18427
50 1 PLK3210D64E12 Horizontal EHV Bus Support, Slip Fit/Rigid, 3" & 5" Dia BC, -64 Tube $ 251.37 $ 228.52
. _
51 1 .PLK3210D80E12 Horizontal EHV Bus Support, Slip Fit/Rigid, 3" & 5" Dia BC, -80 Tube $ 107.49 $ 97.72
52 1 jPLK3230D48E12 EHV Bus Support, Clamp /Slip, 3" & 5" Dia BC, -48 Tube $ 150.64 $ 136.94
a 1
53 1 PLK3230D64E12 EHV Bus Support, Clamp / Slip, 3" & 5" Dia BC, -64 Tube $ 167.33 $ 162.90
t
54 3 1 PLK3230D80E12 EHV Bus Support, Clamp / Slip, 3" & 5" Dia BC, -80 Tube $ 214.06 ' $ 211.43
,
s
Note. * Item 44, Item 45 & Item 46 - replace Obsolete PLK2200 Series
Item 47, Item 48 & Item 49 - replace Obsolete PLK2210 Series
* * Item 50, Item 51 & Item 52 - replace Obsolete PLK3200 Series
£
Comments.3Approximate lead time is 2 to 4 weeks for standard orders,
However, partial shipments can be provided earlier on large orders.
In many cases expedited delivery is possible.
If faster delivery is required, please call Territory Manager
i : Matthew Derner 214-724-3637
- -
s
3
y
Note: - Freight I erms are Prepaid and Add (PPA), FOB Destination
_
Quotation Submitted By: Total (Excludes freight, taxes etc.)
Frances Gaddis (310) 323-1616 x510 Notes:
Customer Service Representative 1. All stock quotations made subject to prior sale. 7. 50% cancellation charge will apply.
2. $250 minimum order requirement. 8. 50% restocking fee applies to fittings only.
3. Terms- Net 30 Days 9. Reasons for return beyond DMC Power's control are subject to a
4. All quotations are subject to 30 days 50% restocking charge.
acceptance. 10. Shipped prepaid at shipper's expense applies to returns only.
-~►`~'Q~ 5. FOB-Origin, Gardena, CA. 11. Custom made special parts are not returnable.
6. Freight is prepaid and added to your invoice.
14502 South Figueroa St. Gardena, CA 90248 P: 310-323-1616 Ext 5105 F: 310-715-9488
file 5167
Exhibit D -
Next Generation Power Connections Version i
To: Chuck Sears 3/13/2013 Project Data
CITY OF DENTON End-User:
1685 Spencer Road Type:
Name:
Denton TX 76205 City:
USA ST:
940-349-7111 (phone) Country:
940-391-6884- (cell) W 1:
W 2:
Chuck. Sears((Dcityofdenton.com V3:1
Est. Order Date:
Quote Number/File Name: CITY of DENTON - Blanket Agreement - 2013031313
Salesperson Page Est. Freight Freight Method Are Tools Required?
Matthew Derner 214-724-3637 4 of 4 PPA - FOB Destination No
Item Qty Part Number Description Unit Price Ext. Price
TERMS OF BLANKET AGREEMENT ?
DMC Power's goal in creating a Blanket Agreement for the -x
i City of Denton is to provide a stable pricing environment over I the next 5 years. The reality is that the global demand of
aluminum, copper and other raw materials has created an
unpredictable commodities market that is beyond our control. i -
Because of these factors, DMC Power reserves the right to
revise our pricing:
E HE
January 1st of every year the Blanket Agreement is in place
i
I ( - If the Comex price of aluminum, copper or other raw materials
o -
increases by 10%
You will receive a written notification at least 30 days in advance
of any price increases.
Our partnership with every DMC Power customer is taken very
seriously and we will continue to supply our valued customers
{ with the highest quality product at the lowest price possible.
I - Thank you for your business. I
i -
( Note: Freight Terms are Prepaid and Add~(PPA), FOB Destination
- -
Quotation Submitted By: Total (Excludes freight, taxes, etc.)
Frances Gaddis (310) 323-1616 x5101 Notes:
Customer Service Representative 1. All stock quotations made subject to prior sale. 7. 50% cancellation charge will apply.
2. $250 minimum order requirement. 8. 50% restocking fee applies to fittings only.
3. Terms- Net 30 Days 9. Reasons for return beyond DMC Power's control are subject to a
t{ 4. All quotations are subject to 30 days 50% restocking charge.
QV~ acceptance. 10. Shipped prepaid at shipper's expense applies to returns only.
`M S. FOB-Origin, Gardena, CA. 11. Custom made special parts are not returnable.
P 6. Freight is prepaid and added to your invoice.
14502 South Figueroa St. Gardena, CA 90248 P: 310-323-1616 Ext 5105 F: 310-715-9488
file 5167
OM xhibit D
Next Generation Power Connections
TERMS AND CONDITIONS OF SALES
i
ORDERS
All orders are subject to acceptance or rejection by DMC Power. No order of contract shall be deemed accepted unless
and until such acceptance is made in writing by DMC Power.
PRICES
Prices, quotations, specifications, and other terms and all statements appearing in DMC Power's catalogs and
advertisements, and otherwise made by are subject to change without notice. DMC Power reserves the right to make
changes in design at any time without incurring any obligation to provide changes on units previously purchased, or to
continue to supply obsolete items. Unless otherwise specifically provided in writing, the prices quoted are based upon
manufacture of the quantity and types originally specified and are subject to revision when interruptions or engineering
changes are caused or requested by the customer. We are not responsible for typographic errors made in any of our
publications, or for stenographic or clerical errors made in preparation of our quotations. All such errors are subject to
corrections. Prices quoted herein do not exceed the maximum prices permitted under applicable governmental
regulations. Price redetermination clauses will not apply on an order resulting from this quotation. DMC Power reserves
the right to renegotiate prices on that portion of an order scheduled for shipment more than six months from the order
entry dates, unless specifically agreed to in writing for an extended schedule beyond six months. Unless otherwise
stated in this quotation, all tools required to produce the materials covered by a resulting order are to remain the property
of DMC Power, F.O.B. Gardena, Calif. All quotations subject to 30 days acceptance.Two hundred fifty dollar ($250.00)
minimum order charge.
CUSTOMER PART NUMBER FOR REFERENCE ONLY.
QUOTATION VALID TO O.E.M. ACCOUNTS ONLY.
BLANKET PRICING
DMC Power's goal with this blanket agreement is to provide a stable pricing environment to our customers throughout
2013. However, the global demand of aluminum, copper and other raw materials has created an unpredictable
commodities market that is beyond our control. If during the length of this blanket agreement the price of aluminum,
copper or other raw materials significantly increases, through no fault of DMC Power, the price of the quoted products
shall be adjusted by a reasonable amount necessary with 30 days to cover these significant price increases. A significant
increase is defined as one that exceeds 10% of the Comex price as of January 1St, 2013. Our partnership with every
DMC Power customer is taken very seriously and we will continue to supply our valued customers with the highest
quality product at the lower price possible.
DELIVERY
The delivery date is our best estimate of the time material will be shipped from our factory and we assume no liability for
loss, damage, or consequential damages due to delays. We reserve the right to fabricate the entire quantity ordered in
one production run. In the event of cancellation of such items, any components, subassemblies and/or finished
assemblies on quantities equivalent to the full production run for the entire quantity ordered plus the normal overrun shall
be considered as part of applicable cancellation charges. Increases in quantities to orders entered are allowed provided
that the production of the items has not commenced. Where production has commenced, a new order shall be entered
at the appropriate price level commensurate with the new quantity. This condition also applies to cross-referenced
purchase orders so designated for accumulative price advantage.
TERMS OF PAYMENT
On approved orders, terms are Net 30 days from date of invoice. DMC Power may at any time, when in its opinion the
financial condition of the customer warrants it, either alter or suspend credit. In cases where credit is not established
satisfactorily or financial information is not available, the terms are cash with order, C.O.D. at the option of DMC Power.
Each shipment shall be considered a separate and independent transaction and payment therefore shall be made
accordingly. Service charge of 1 % per month which amounts to 12% per year will be made on unpaid past due
balances.
SHIPMENT
All shipments are made F.O.B. the appropriate DMC Power facility, unless otherwise specified. All boxing and packing for
domestic shipment are included in the quoted price. When special packing is specified involving greater expense than
that customarily supplied, a charge may be made to cover such extra expense. When ordering, state clearly the method
of shipment. Unless otherwise specified, we will normally use the best, least expensive surface transportation.
Reasonable care is exercised in packing our products for shipment and we assume no responsibility for delay, breakage,
or damage after having made delivery in good order to the carrier. All claims for breakage and damage should be made
to the carrier, but we will be glad to render all possible assistance in securing satisfactory adjustments of such claims. In
the absence of any agreement to the contrary, DMC Power reserved the right to over or under ship by 10% where the
manufacturing processes make it impractical to provide the exact quantity specified.
~file o
14502 South Figueroa StreetGardena, CA 90248P:310 323-1616F: 310 715-9488 ■
xhibit D
`F40WR
0MC
Next. Gene ration Bower Connections
I
WARRANTY
PRODUCT WARRANTY - DMC Power warrants each new unit sold to be free from defects in material and workmanship
under normal use and service. Every unit is manufactured in accordance with the drawings, and/or specifications called
for and current on the date the order for these parts was received. DMC Power's obligation under this warranty is limited
to the-correction or replacement of any unit which proves defective in material or workmanship under normal use and
service within ninety (90) days after delivery to the first user, provided return is authorized and unit is prepaid to the DMC
Power shipping point (or authorized distributor if purchased through this source) with all transportation charges prepaid
and providing said unit is found to be defective by DMC Power Inspection. DMC Power makes no warranty regarding the
compatibility of its connection products with connection products of others.
If Components other than those supplied by DMC Power are used in the assembly of the DMC Power unit the warranty
is limited only to the components we supplied and we assume no responsibility for the performance and/or reliability of
the unit as a whole. In addition, we assume no liability for consequential or special damages resulting from the use of
any of our products. This warranty is in. lieu of all other warranties expressed or implied. NEITHER DMC POWER NOR
ITS MANUFACTURER MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO
MERCHANTABILITY OR.FITNESS OF THE EQUIPMENT FOR ANY PARTICULAR PURPOSE OR USE, AND THEY
DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES.
CLAIMS AND REJECTED MATERIAL
No products may be returned except with return authorization from DMC Power. Custom made special parts for a
customer are not returnable.
TAXES
Federal Excise, State or Local Taxes, if any, must be added to the net quoted prices and will be shown as a separate
item upon invoices and shall be borne by the customer.
INDEMNIFICATION
Customer shall indemnify, reimburse, release, hold harmless, and defend DMC Power and its affiliates and their
respective successors and assigns from and against any loss, liability, claims, suits and costs caused by, arising out of or
relating to (i) the design of goods supplied hereunder or the design of the packages or containers in which they are
shipped, if such goods, packages or containers are made in compliance with Customer's design or specifications, (ii)
infringement of any United States patent to the extent that such infringement arises from designs, specifications or
instructions furnished or expressly or implicitly required by Customer, and/or (ii) the application or the use to which goods
provided hereunder are put by Customer or others, including without limitation unauthorized combination of DMC
connection products with connection products of others.
PROPRIETARY STATEMENT
Notwithstanding any other contractual provisions to the contrary, all products sold hereunder, including but not limited to
all components, modules, assemblies and parts thereof and all computer software and technical data used in the
development and manufacture of said product etc., were developed at private expense and are proprietary to DMC
Power. Neither the purchaser nor any government entity shall have any rights or interest therein.
GOVERNING TERMS
DMC Power's obligations under this order are defined by these Terms and Conditions of Sales. Confirmation and
acceptance of the order is expressly made conditional on Customer's assent to these Terms and Conditions of Sales
whether or not in addition to or different from the terms of Customer's purchase order or terms and conditions or other
Customer documents. Unless DMC Power otherwise agrees in writing, it expressly rejects any inconsistent terms in any
of Customer's purchase order or terms and conditions or other Customer documents.
file 5167
14502 South Figueroa StreetGardena, CA 90248P:310 323-1616F: 310 715-9488 ■
Exhibit D
OM
POWER
Next Generation Power Connections Version,
To: Chuck Sears 3/13/2013 Project Data
CITY OF DENTON End-User:
1685 Spencer Road Type:
Name:
Denton TX 76205 City:
USA ST:
940-349-7111 (phone) Country:
940-391-6884 (cell) kV 1:
kV 2:
Chuck. Sears(,)cityofdenton.com kV 3:
Est. Order Date:
Quote Number/File Name: CITY of DENTON_T6oling_031313
Salesperson Page Est. Freight Freight Method Are Tools Required?
Matthew Derner 214-724-3637 1 of 2 PPA - FOB Destination No
Item Qty Part Number Description Unit Price Ext. Price
1 1 DLT58MAPW0000 'Power Unit (58) $ 7,253.83 $ 7,253.83
i
„.2 DLT57PLHA0032.. Head Assy (2) $ 8,269.80 $ 8,269.80
- -
3 1 ?PLKIG2000-32 Inspection Gauge (2") $ 63,92 $ 63.92
4 1 DLT57PLHAO040 :Head Assy (2-112") I $ 9,149.57 $ 9,149.57
5 1 PLKIG2000-40 Inspection Gauge 2-1/2") $ 63.92 $ 63.92
3 6 1 ~DLT58CLHA25000 Head Assy (2-3/4") $ 8,554.68 $ 8,554 68
-
7 1 DLT58CLIG25000 Inspection Gauge (2-3/4") $ 37,77 $ 37.77
8 1 DLT57PLHAO048 Head Assy (3") $ 9,387,98 $ 9,387.98 i
_ w..: _ r
9 1 PLKIG2000 48 Inspection Gauge (3") $ 63.92 $ 63.92
10 2 ;DLT65PLBA0011 Tool Box Assy $ 577.59 $ 1,155.18
11 1 DLT65MAPW0000 Power Unit (65) $ 7,683.73 $ 7,683 73
12 1 DLT65PLHAO056 Head Assy (3-1/2) $ 9,694.52 $ 9,694,52
13 1 PLKIG2000-56 Power Gauge (3-1/2") $ 63,92 $ 63.92
14 1 DLT65PLHAO064 =Head Assy (4") $ 11,021.37 $ 11,021.37
15 1 PLKIG2000-64 ;Inspection Gauge (4") $ 63.92 $ 63.92
i 16 1 DLT65PLBA0011 Tool Box Assy $ 577,59 , $ 577.59
17 1 DLT86MAPW0000 Power Unit (86) $ 11,008.48 $ 11,008.48
18 1 ~ DLT86PLHAO080 a~ j Head PowerryU Ass n t.(5). $ 13,643.58 $ 13 64358
19 1 DLT45MAPW0000 (45)
5,329.85 5,329.85
20 1 DLT45CLHAO3975 Head Assy (1-114") $ 5,099.78 $ 5,099.78
o~
21 1 <DLT45CLIG03975 Inspection Gauge (1-1/4") $ 45.67 $ 45.67
. - ...._A...,.-.... . -n . _ _ _ _....-._..u..._
22 1 ' DLT45CLHA08745 ;Head Assy (1-7/8") $ 7,040.23 $ 7,040.23
23 1 `DLT45CLIG08745 ;Inspection Gauge (1-7/8") $ 69.33 t $ 69.33
-
Note: Freight Terms are Prepaid and Add (PPA), FOB Destination
Quotation Submitted By: Total (Excludes freight, taxes, etc.)
Frances Gaddis (310) 323-1616 x5101 Notes:
Customer Service Representative 1. All stock quotations made subject to prior 7. 50% cancellation charge will apply.
sale. 8. 50% restocking fee applies to fittings only.
2. $250 minimum order requirement. 9. Reasons for return beyond DMC Power's control are subject
3. Terms- Net 30 Days to a 50% restocking charge.
4. All quotations are subject to 30 days 10. Shipped prepaid at shipper's expense applies to returns
J acceptance. only.
f~ 5. FOB-Origin, Gardena, CA. 11. Custom made special parts are not returnable.
14502 South Figueroa St. 6. (§r?d hpreAaA24J added V y34b-323-1616 Ext 5105 F:310-715-9488
file 5167 in-i°
Exhibit D
M POWER
Next Generation Power Connections
Version 1
To: Chuck Sears 3/13/2013 Project Data
CITY OF DENTON End-User:
1685 Spencer Road Type:
Name:
Denton TX 76205 City:
USA ST:
940-349-7111 (phone) Country:
940-391-6884 (cell) kV 1:
kV 2:
Chuck. Sears(a)cityofdenton.com kV 3:
Est. Order Date:
Quote Number/File Name: CITY of DENTON_Tooling_031313
Salesperson Page Est. Freight Freight Method Are Tools Required?
Matthew Derner 214-724-3637 2 of 2 PPA - FOB Destination No
Item Qty Part Number Description Unit Price Ext. Price
$ 6 580 99
24 1 DLT45CLHA11130 Head Assy (2) $ 6,580.99
25 1 I DLT45CLIG11130 Inspection Gauge (2") $ 41.25 $ 41 25
26 1 DLT45CLHA15900 (Head Assy (2-1/4") $ 6,690 76 $ 6,690.76
$ 41.6
27 1 i DLT45CLIG15900 Inspection Gauge (2-1/4") $ 41.60
6
28 2 DLT45CLBA0003 Box Assy $ 449.63 $ 899:20
29 1 DLT12MAPE1000 Electric Pump Assy $ 4,043.76 $ 4,043.76
j 30 1 DLT06MAPE2200 Battery Pump (Huskie) $ 5,868.53 ` $ 5,86&53
31 11 DLTSWLUB0001 Swage Lube 2 oz. container $ 1$ 154.99
32 2 DLT12MAPE2017 Hydraulic Oil (Pump Oil Can) $ 12.70 $ 25.40
33 4 DLT5301-000-01 Marking Pen V $ 1 .40 $ 5.60
Note:* * Bus Tooling - Item 1 to 18 & 29 to 33
i * * Cable Tooling Item 6, 7, 19 to 33
* * Grounding Tooling Item 1 to 18 & 29 to 33
a * * Rental Tools will be provided at a 50% Discount off the l~
- - - - - -
published rage for tooling rentals.
* * Signed Rental Forms will be required for each proiecf.
Comments:) Approximate lead time is stock to 90 days {
In many cases expedited delivery is possible. 1
~ i _ If faster delivery is required, please call Territory Manager _
i
Matthew Derner 214-724-3637 W
Note: Freight Terms are Prepaid and Add (PPA), FOB Destination I
Quotation Submitted By: Total (Excludes freight, taxes etc.) 139,694.79
Frances Gaddis (310) 323-1616 x5101 Notes:
Customer Service Representative 1. All stock quotations made subject to prior 7. 50% cancellation charge will apply.
sale. 8. 50% restocking fee applies to fittings only.
2. $250 minimum order requirement. 9. Reasons for return beyond DMC Powers control are subject to a
3. Terms - Net 30 Days 50% restocking charge.
4. All quotations are subject to 30 days 10. Shipped prepaid at shipper's expense applies to returns only.
acceptance. 11. Custom made special parts are not returnable.
~ _10j, S. FOB-Origin, Gardena, CA.
ft*24ded to yclNf !Min3-1616 Ext 5105 F: 310-715-9488
file 516 02 South Figueroa S~: Frei ~ y
Exhibit D
TERMS AND CONDITIONS OF SALES
ORDERS
All orders are subject to acceptance or rejection by DMC Power. No order of contract shall be deemed accepted unless and until such acceptance is made in
writing by DMC Power.
PRICES
Prices, quotations, specifications, and other terms and all statements appearing in DMC Power's catalogs and advertisements, and otherwise made by are
subject to change without notice. DMC Power reserves the right to make changes in design at any time without incurring any obligation to provide changes on
units previously purchased, or to continue to supply obsolete items. Unless otherwise specifically provided in writing, the prices quoted are based upon
manufacture of the quantity and types originally specified and are subject to revision when interruptions or engineering changes are caused or requested by
the customer. We are not responsible for typographic errors made in any of our publications, or for stenographic or clerical errors made in preparation of our
quotations. All such errors are subject to corrections. Prices quoted herein do not exceed the maximum prices permitted under applicable governmental
regulations. Price redetermination clauses will not apply on an order resulting from this quotation. DMC Power reserves the right to renegotiate prices on that
portion of an order scheduled for shipment more than six months from the order entry dates, unless specifically agreed to in writing for an extended schedule
beyond six months. Unless otherwise stated in this quotation, all tools required to produce the materials covered by a resulting order are to remain the
property of DMC Power, F.O.B. Gardena, Calif. All quotations subject to 30 days acceptance. Seventy-five dollar ($75.00) minimum order charge.
CUSTOMER PART NUMBER FOR REFERENCE ONLY.
QUOTATION VALID TO O.E.M. ACCOUNTS ONLY.
DELIVERY
The delivery date is our best estimate of the time material will be shipped from our factory and we assume no liability for loss, damage, or consequential
damages due to delays. We reserve the right to fabricate the entire quantity ordered in one production run. In the event of cancellation of such items, any
components, subassemblies and/or finished assemblies on quantities equivalent to the full production run for the entire quantity ordered plus the normal
overrun shall be considered as part of applicable cancellation charges. Increases in quantities to orders entered are allowed provided that the production of
the items has not commenced. Where production has commenced, a new order shall be entered at the appropriate price level commensurate with the new
quantity. This condition also applies to cross-referenced purchase orders so designated for accumulative price advantage.
TERMS OF PAYMENT
On approved orders, terms are Net 30 days from date of invoice. DMC Power may at any time, when in its opinion the financial condition of the customer
warrants it, either alter or suspend credit. In cases where credit is not established satisfactorily or financial information is not available, the terms are cash with
order, C.O.D. at the option of DMC Power. Each shipment shall be considered a separate and independent transaction and payment therefore shall be made
accordingly. Service charge of 1 % per month which amounts to 12% per year will be made on unpaid past due balances.
SHIPMENT
All shipments are made F.O.B. the appropriate DMC Power facility, unless otherwise specified. All boxing and packing for domestic shipment are included in
the quoted price. When special packing is specified involving greater expense than that customarily supplied, a charge may be made to cover such extra
expense. When ordering, state clearly the method of shipment. Unless otherwise specified, we will normally use the best, least expensive surface
transportation. Reasonable care is exercised in packing our products for shipment and we assume no responsibility for delay, breakage, or damage after
having made delivery in good order to the carrier. All claims for breakage and damage should be made to the carrier, but we will be glad to render all possible
assistance in securing satisfactory adjustments of such claims. In the absence of any agreement to the contrary, DMC Power reserved the right to over or
under ship by 10% where the manufacturing processes make it impractical to provide the exact quantity specified.
WARRANTY
PRODUCT WARRANTY- DMC Power warrants each new unit sold to be free from defects in material and workmanship under normal use and service.
Every unit is manufactured in accordance with the drawings, and/or specifications called for and current on the date the order for these parts was received.
DMC Power's obligation under this warranty is limited to the correction or replacement of any unit which proves defective in material or workmanship under
normal use and service within ninety (90) days after delivery to the first user, provided return is authorized and unit is prepaid to the DMC Power shipping point
(or authorized distributor if purchased through this source) with all transportation charges prepaid and providing said unit is found to be defective by DMC
Power Inspection. DMC Power makes no warranty regarding the compatibility of its connection products with connection products of others.
If Components other than those supplied by DMC Power are used in the assembly of the DMC Power unit, the warranty is limited only to the components we
supplied and we assume no responsibility for the performance and/or reliability of the unit as a whole. In addition, we assume no liability for consequential or
special damages resulting from the use of any of our products. This warranty is in lieu of all other warranties expressed or implied. NEITHER DMC POWER
NOR ITS MANUFACTURER MAKES ANY REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED AS TO MERCHANTABILITY OR FITNESS OF
THE EQUIPMENT FOR ANY PARTICULAR PURPOSE OR USE. AND THEY DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES
CLAIMS AND REJECTED MATERIAL
No products may be returned except with return authorization from DMC Power. Custom made special parts for a customer are not returnable.
TAXES
Federal Excise, State or Local Taxes, if any, must be added to the net quoted prices and will be shown as a separate item upon invoices and shall be borne
by the customer.
INDEMNIFICATION
Customer shall indemnify, reimburse release hold harmless and defend DMC Power and its affiliates and their respective successors and assigns from and
against any loss liability, claims suits and costs caused by arising out of or relating to 0) the design of goods supplied hereunder or the design of the
packages or containers in which they are shipped if such goods packages or containers are made in compliance with Customer's design or specifications (ii)
infringement of any United States patent to the extent that such infringement arises from designs specifications or instructions furnished or expressly or
implicitly required by Customer, and/or (ii) the application or the use to which goods provided hereunder are put by Customer or others including without
limitation unauthorized combination of DMC connection products with connection products of others
PROPRIETARY STATEMENT
Notwithstanding any other contractual provisions to the contrary, all products sold hereunder, including but not limited to all components, modules, assemblies
and parts thereof and all computer software and technical data used in the development and manufacture of said product etc., were developed at private
expense and are proprietary to DMC Power. Neither the purchaser nor any government entity shall have any rights or interest therein.
GOVERNING TERMS
DMC Power's obligations under this order are defined by these Terms and Conditions of Sales Confirmation and acceptance of the order is expressly made
conditional on Customer's assent to these Terms and Conditions of Sales whether or not in addition to or different from the terms of Customer's purchase
order or terms and conditions or other Customer documents Unless DMC Power otherwise agrees in writing it expressly rejects any inconsistent terms in any
of Customer's purchase order or terms and conditions or other Customer documents.
file 5167