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22-1375
ORDiNANCE NO. 22-1375 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACTWITH POWER MONITORS, INC., FOR THE PURCHASE OF POLE MOUNTED,ETHERNET-BASED THREE-PHASE PMI END-OF-LINE VOLTAGE AND CURRENTRECORDING. MONITORING, METERING, SOFTWARE, INTEGRATION,ACCESSORIES, AND DEVICES FOR DENTON MUNICIPAL ELECTRIC, WHICH IS THESOLE PROVIDER OF THESE ITEMS, IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, WHICH PROVIDES THAT PROCUREMENT OFCOMMODITIES AND SERVICES THAT ARE AVAILABLE FROM ONE SOURCE ARE EXEMPT FROM COMPETITIVE BIDDING, AND IF OVER $50,000, SHALL BEAWARDED BY THE GOVERNING BODY; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 8008 – AWARDEDTO POWER MONITORS, INC., IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $204,643.74). 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 availableonly from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, this procurement was undertaken as part of the City’s governmental function; 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: FILENUMBER VENDOR AMOUNT 8008 Power Monitors, Inc.$204,643.74 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 naturalmonopolies; 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. 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, or their designee, is hereby authorized to execute the contract relating to the items specified in Section 1, attached hereto, and the expenditure of funds pursuant to said contract is hereby authorized. SECTION 5. The City Council of the City of Denton hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was seconded by feSSe Daw iS the following vote [L -U : made by and This o])d by Aye Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 :Brian Beck. District 2: Jesse Davis, District 3 : Alison Maguire, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: V// b/ b/ V/ \/7 PASSED AND APPROVED thi, th, fF d,y ,f 2022 GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY:;Z al, APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed byMarcella LunnDN: cn=Marcella Lunn. o, \) '\jR' ::=i=r:rPS=Erin@fityofdenton.com, c=US Date: 2022.06.27 09:43:56 -05'OO' BY: _\N,u'atA\ DocuSign Envelope ID: CCF869E2-D282z196A-8322-7011B58031E5 DENTON Docusign City Council Transmittal Coversheet E 8008FIL File Name 3 –Phase E OL Volt,g, R ,,,,d,„ P„,h„i,gC,ntact ch'1't; c h'1'tl-- City C,„,iIT,rg,t Date ="“ 19’ 2022 Not App1 icab1 ePiggy Back Option Contract Expiration Ordinance iULY 19, 2025 LA - IJ / J DocuSign Envelope ID: CCF869E2.D282496A4322-7011B58031E5 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND POWER MONITORS, INC. (File 8008) THIS CONTRACT is made and entered into this date u7/19/2c)22 , by and between POWER MONITORS, INC. a Virginia Corporation whose address is 800 NorthMain Street, Mt. Crawford, VA hereinafter referred to as "Contractor," 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 bythe Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products in accordance with the Contractor’s proposal. TheContract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) (b) (C) (d) Special Terms and Conditions (Exhibit “A”); Contractor’s Quote (Exhibit “B”); Certificate of Interested Parties Electronic Filing (Exhibit “C”); Form CIQ – Conflict of Interest Questionnaire (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 listedabove. These documents shall be referred to collectively as “Contract Documents.“ Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City isprohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribedto those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifres that Contractor’s signature provides written verifIcation to the City that Contractor: (1) does notboycott Israel; and (2) will not boycott Israel during the term of the agreement Failure to meet at maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company Contract 8008 DocuSign Envelope ID: CCF869E2-D282-496A4322-701 IB58031E5 shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certWes that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energycompanies during the term of the agreement Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm TradeAssociations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City isprohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against afirearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certiPes that Contractor’s signature provides written verifIcation to the City thatContractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a $rearm entity or fIrearm trade association; and (2) will not discriminate during the term of the contract against a $rearm entity or fIrearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By sIgning this agreerneltt, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not becomeineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization . Failure to meet or maintain the requirements under this provision will be considereda material breach. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest ofthe company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract 8008 DocuSign Envelope ID: CCF869E2-D282496A4322-701 IB58031E5 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR f–'""”m" BY: 1 % M4ryjsmtmIifZEBE CITY OF DENTON. TEXAS Printed Name: 31m Morr1 s ATTEST: ROSA RIOS. CITY SECRETARYTitle: sa1 es Manager 800-296-4120 PHONE NUMBER jmorri s@powermoni tors . com APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEYEMAIL ADDRESS 2022_ 2024TEXAS ETHICS COMMISSION1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. DocuSigned bF IhtMiO ewHc Antonio Puente PRINTED NAME DME Genera1 Manager TITLE E1 ect rl c DEPARTMENT Contract 8008 DocuSign Envelope ID: CCF869E2-D282-+96A-8322-7011B58031E5 Exhibit A Special Terms and Conditions 1. The Quantities The quantities indicated on Exhibit B 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. 2. 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. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3. Total Contract Amount The contract total shall not exceed $204,643.74. Pricing shall be per Exhibit B attached. 4. Appropriation Clause In the event the Contract spans multiple fiscal years, the City’s continuing performance under the Contract is contingent upon the appropriation of funds to fblfill the requirements of the Contract by the City Council of the City of Denton. If the City Council of the City of Denton fails to appropriate or allot the necessary funds, City shall issue written notice to Contractor that City may terminate the Contract without penalty, further duty, or obligation Contract 8008 DocuSign Envelope ID: CCF869E2-D282Jt96A-8322-7011B58031E5 EXHIBIT B Quote #24150 5/6/2022 Bill ToElectric Engineering City of Denton1685 Spencer RdDenton TX 76205 United States Ship To Electric Engineering City ofDenton 1685 SpencerRd DentonTX 76205 United States Expires Sales ShippingRep Method FOB Origin5/30/2022 Kristina E Moffitt UPS Ground Quantity Description Unit Price $1.559.00 Amount $46,770.0030Boomerang Voltage and Current, 3 Phase, Pole Mount Housing, Ethernet connection (Non POE) Powers fromAC.Boomerang IV Recorder, 3 Phase Revolution StyleHousing, Ethernet, ACYear One: 30 units at $2010.80 =$60,324.00 Year Two: 30 units at $2010.80 =$60,324.00 Year Three: 30 units at $2010.80 =$60,324.00 Plus 10 spare units at $2010.80=$20, 108.00 30 Quantity Discount per unit $220 ($220.00)($6,600.00) 30 30 Extended Warranty Boomerang 3 year $291.80 $8,754.00 Canvass Access - 3 Year $260.00 $120.00 $301.62 $7,800.00 30 1 DNP3 Access - 3 Year $3,600.00 $301.62Packaging & Handling Charges Subtotal $60,625.62 © Power Monitors,Inc. 800 North Main St., Mt. Crawford, VA 22841 (800)296.4120 Fax (540)432.9430 1 of 7 DocuSign Envelope ID: CCF869E2-D282496A-8322-7011B58031E5 Quote #241 50 People you trust.5/6/2022 Transaction Discount Shipping Cost $156.54 $0.00Tax ('/.) Total $60,782.16 PMI agrees to honor the above prIce of 81.923.57 each, which includes a discount of S220.00 per unit for 100 Boomerangs included in this quote for 3 years ending December 3 1, 2024. City of Denton agrees to issue three purchase orders totaling 8192,356.74 not including sales tax annually as follows Calendar Year 2022: $60,324.00 (Qty 30) Calendar Year 2023: $60,324.00 (Qty 30) Calendar Year 2024: $80,432.00 (Qty 40) +Increases in earlier years will reduce the minimum for later years as long as the total remains 100. Purchase orders will be accepted throughout each calendar year, but all requests must be received no later than December 1 for each calendar year to ensure orders are fulfilled and shipped by the end of each year. PLEASE NOTE: Total customer satisfaction is the primary goal of Power Monitors, Inc.! Our tech support group is available 24/7 to assist our customers with questions they may have regarding our products or software, and it comes at no extra cost! Shipments are shipped one-two weeks ARO. Partial shipments will be made if items are on backorder, unless otherwise specified bycustonler. Freight is prepaid and billed to the customer. All shipments are sent via UPS Ground uniess otherrvise specified by customer PMI’s Terms are FOB Mt. Crawford, VA. If FOB terms are changed, additional costs may be incurred and billed to customer. If shipping on your account, FOB terms must be FOB Mt. Crawford. VA. Packaging and Handling is calculated at 0.50/, of product total. Please indicate if you prefer Packaging and Handling be included in the price of the unit. Prices and terms quoted are in effect for 30 days. All products have a one year warranty, during which software upgrades are free. PMI provides a 24 hour, 7 days a week toll-free number for product support. In the unlikely event that you should encounter problems with your product durIng the warranty perIod, please have the recorder shipped back to us where it will be repaired within 3 business days. It will then be shipped back to you, aH at our expense. We believe you deserve only the best service possible Power Monitors, Inc is the sole source provider for all PMI brand equipment. All of the equipment in the quote you were issued is proprietary property of PMI only available through direct factory sales, and not available through other outlets such as distribution. All sales or quotes can be issued by contacting PMI directly at (800)296-4 120. PMI equipment and software are only compatible with PMI products and will not be compatible with other brands or devices. Polver Monitors, Inc. Terms and Conditions IMPORTANT: Please read these Terms and Conditions (these “Terms”) carefully. © Power Monitors,Inc. 800 North Main St., Mt. Crawford, VA 22841 (800)296.4120 Fax (540)432.9430 2 of 7 DocuSign Envelope ID: CCF869E2-D282496A4322-7011B58031E5 • need People you trust. Quote #241 50 5/6/2022 The terms and conditions of sale of any equipment or software ("Products”) by Power Monitors, Inc. (“PMI”) are limited to those contained herein. Any additional or different terms or conditions in any form delivered by the customer (the “Customer”) are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. By accepting delivery of the Products described in the applicable PMI invoice, the Customer agrees to be bound by and accepts these Terms unless the Customer and PMI have signed a separate agreement, in which case the separate agreement will govern. These Terms constitute a binding contract between the Customer and PMI. The Customer acknowledges agreement and acceptance of these Terms by making a purchase of Products. These Terms are subject to change without prior notice, except that the Terms posted on PMI’s website or provided to the Customer at the time the Customer initially places or modifies an order will govern the order in question, provided; however, any negotiated terms herein will supersede any online Terms or Order Forms. Shipment, Delivery, Inspection and Acceptance: Prices The prices for the Products are listed in PMI’s catalogs and website and are subject to change at any time without notice. Prices for certain government, corporate and institutional customers may be set forth in a bid or other written agreement between the parties. Equipment Limited Warranty PMI warnmts that, for a period of one (1) year after shipment (the “Equipment Warranty Period“), each new piece of equipment manufactured and sold is free of defects in material, workmanship, and construction and, when used in accordance with the operation manual, will perform to applicable specifications. Equipment Extended Limited Warranty PMI warrants that, for an additional 36 months beyond the original one (1) year limited warranty (listed above), each new piece of equipment manufactured and sold is Bee of defects in material, workmanship, and construction and, when used in accordance with the operation manual, will perform to applicable specifications. Software Limited Warranty PMI warrants that, for a period of one (1) year after shipment or download (the “Software Warranty Period”), the software will perform substantially in accordance with the accompanying written material. Some states do not allow limitations on duration of an impliedwarranty, so the above indication may not apply to each state. Exclusions from Warranty PMI is not responsible for and PMI’s warranty obligations shall not apply to any Products that (a) have been subjected by person or entity other than PMI or its authorized representatives to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by PMI; (b) hds been reconstructed, repaired or altered by persons or entities other than PMI or its authorized representatives; or (c) has been used with any products manufactured by a third party, or hardware, software or other products that have not been previously approved in writing by PMI. Disclaimer of Other Warranties: Except as expressly otherwise provided herein. PMI makes no warranties concerning the Products and/or the Intellectual Property Rights (as defined below) in and to the Products and PMI hereby disclaims all other warranties of any kind, whether express, implied, statutory or arising by custom or trade usage, including without limitation, the implied warranties of merchantability and fitness for a particular purpose relating to the Products. The parties acknowledge that the preceding disclaimer represents bargained-for allocation of risk, and that the consideration received by PMI from the Customer represents such allocation ofrisk © Power Monitors,Inc. 800 North Main St., Mt. Crawford, VA 22841 (800)296.4120 Fax (910)432.9430 3 of 7 DocuSign Envelope ID: CCF869E2-D282496A-8322-7011B58031E5 • e you need Quote #24150 People you trust.5/6/2022 Customer’s Exclusive Remedy for Defective Products This Section contains the Customer’s sole and exclusive remedy for defective Products. The Customer’s remedy under this Section is conditioned upon compliance with its obligations set forth in Subsections (a) and (b) of this Section. During the applicable Warranty Period, with respect to any allegedly defective Products: (a) the Customer shall notify PMI in writing of any alleged claim or defect within thirty (30) business days after the date the Customer discovers, or upon reasonable inspection should have discovered, such alleged claim or defect (but in any event before the expiration of the applicable Warranty Period); (b) the Customer shall ship such allegedly defective Products to PMI for inspection and testing by PMI in accordance with the section below entitled “Return Procedure; (c) if PMI’s inspection and testing reveals, to PMI’s reasonable satisfaction, that such Products are defective and any such defect has not been caused or contributed to by any of the factors described in the section above entitled “Exclusions from Warranty,” then PMI shall, in its sole discretion and at its expense, repairs or replace such defective Products; and (d) PMI shall ship to the Customer, at PMI’s expense and risk of loss, the repaired or replaced Products. PMI will warrant replacement Products for the remainder of the original, applicable Warranty Period or for thirty (30) days after shipment of such replacement Products, whichever is longer. Return Procedure If any Product is allegedly defective, and as a condition to PMI’s repair or replacement obligations above, the Customer must call PMI at 1-800-296-4120 before shipping the allegedly defective Products to PMI. If the alleged defect cannot be resolved over the phone through PMI Customer Support, PMI will issue a Return Authorization (“RA”) number. For prompt service, all shipments of allegedly defective products to PMI must include: The billing and shipping address for return of equipment The name and telephone number of contact for further information regarding the unit The description of the problem or work required The list of the enclosed items and their respective serial numbers The RA number given to the Customer by the responsible PMI Account Executive Products returbed to PMI must be shipped with freight charges prepaid. After repair or replacement, if necessary, PMI will retum the Products FOB (freight on board) from Mt. Crawford, VA. If the Products are repaired under warranty obligation, freight charges (excluding air freight or premium services) will be refunded or credited to the Customer’s account. Return equipment to: Power IV'lonitors, Inc., 800 North Main Street, Mt. Crawford, VA 22841, Attention: Repair Department. Payment Payment will be made for Products purchased in the amount and pursuant to the terms set forth in the applicable invoice. If the Customer defaults in paying in full when due, then the total outstanding balance of all invoices on the Customer's account, together with the interest and collection costs, will be due immediately. Current Terms Offered: Payment Options: 2% 15, 1% 30, Net 45. Discounts are to be taken on the Product subtotal, not to include sales tax or shipping. Discounts are to be calculated based on invoice date only, and payment is expected within the term in order to qualify for a discount. Payment via credit card disqualifies the order for an early payment discount. PMI retains a security interest in the Products until payment in full is received. Late Payments The Customer shall pay interest in the lesser amount of 1.5% per month or the highest rate pemitted by law on any past due amount, The Customer shall pay PMI all costs and expenses incurred in exercising its rights to collect amounts due, including but not limited to reasonable attorneys’ fees and court costs. In addition to all other remedies availab ie under these Terms or at law or in equity, if the Customer fails to pay any amounts when due under these Terms, PMI may suspend the delivery of any Products, reject the Customer’s purchase orders or cancel accepted purchase orders. PMI’s rights hereunder, at law and in equity shall be cumulative. © Power Monitors,Inc. 800 North Main St., Mt. Crawford, VA 22841 (800)296.4120 Fax (540)432.9430 4 of 7 DocuSign Envelope ID: CCF869E2-D282=196A-8322-7011B58031E5 Quote #24150 need People you trust.5/6/2022 Invoice Disputes The Customer shall notify PMI in writing of any dispute with any invoice (along with substantiating documentation) within thirty (30) business days from the Customer’s receipt of such invoice. The Customer will be deemed to have accepted an invoices for which PMI does not receive timely notification of dispute, and the Customer shall timely pay an undisputed amounts due under such invoices. Freight: All shipments are sent FOB, Mt. Crawford, VA via UPS ground. If the Customer prefers other shipping arrangements, the Customer must notify PMI at time the order is placed. If FOB Destination is preferred, additional fees will apply. Handling All orders are charged a handling fee of .5% of the Product total as shown on the applicable PMI invoice(s). Shipping Discrepancies Please verify receipt of all Products listed on the "Packing List" upon receipt of order. Please notify Power Monitors, Inc. within thirty(30) business days of any shipping discrepancies. Freight Damage: if you receive a package that is damaged in transit please advise the carrier and refuse/return the shipment to Power Monitors, Inc. Freight damage that remains unreported beyond thirty (30) business days after receipt is the responsibility of the recipient. Demo Units If PMI supplies a demo unit to the Customer, then the Customer is responsible for returning the unit within three (3) weeks of receipt of the unit. If the unit has not been returned to PMI within three (3) weeks after receipt, and no request has been made by the Customer for an extension, then the Customer will be billed for the unit Return Privileges All non-defective returns authorized by PMI, whether opened or unopened, will be assessed a 25% restocking fee and must be authorized for return within thirty (30) days after receipt. No refunds will be issued after such 30-day period. All returns require an RA number before shipping. The Customer may obtain an RA by contacting its Account Executive at 1-800-2964120. RA numbers will be valid for ten (10) days. Failure to return Products within such 10-day authorization period will be deemed to be an acceptance of the Products. Repair Service In the event that a Product requires repairs that are not covered by PMI’s warranties above, the Customer shall contact an Account Executive at 1-800-296-4 120 to request a RA number and return the Product pursuant to the Account Executive’s directions. PMI will test the returned Products and will provide an estimate for the cost of repairs. The Customer's approval will be obtained before proceeding with repairs. Services Offered: PMI may offer services under a separate PMI Master Service Agreement that renew, and as part of acceptance of the Products that such services are attached to, it is implied that such services will automatically renew for the same term originallypurchased, unless the Customer notifies PMI at least 60 days in advance of the renewal that the Customer intends to cancel such services. (Services include: Canvass, DNP3, and Cellular Data Plans) Ownership and Proprietary Rights As between PMI and the customer, PMI does and shall exclusively own all right, title, and interest in and to all Intellectual Property (as defined below) that is disclosed to the Customer or incorporated in the Products, including without limitation, all versions and derivative works of the Products, and all modifications, enhancements, versions, corrections or improvements to the Products that are created or developed by, or on behalf of, PMI or as a result of the use of the Products by the Customer. In the event that the Customer acquires any Intellectual Property in or to any Products, the Customer agrees to, and does hereby, irrevocably assign all such right, title, and interest to PMI. The Customer hereby assigns and agrees to assign to PMI all ideas, information, data, concepts, know-how and methods relating to the operation, improvement and/or enhancement of the Products, and the Customer acknowledges and agrees that PMI shall be free © Power Monitors,Inc. 800 North Main St., Mt. Crawford, VA 22 M1 (800)296.4120 Fax (540)432.9430 5 of 7 DocuSign Envelope ID: CCF869E2-D282-496A-8322-7011 B58031E5 e you need People you trust. Quote #24150 5/6/2022 to use an of the foregoing in connection with its development and use of the Products without any obligation to the Customer. As used in this Agreement, “Intellectual Property” means all worldwide patent, copyright, trademark, and trade secret rights, including (i) all applications and registrations relating thereto; (ii) all statutory protection obtained or obtainable thereon; and (iii) aH claims or causes of action relating to, or arising out of, any of the foregoing, including without limitation, the right to sue for past, present and future infringements of any such rights. The breach of the Customer of its obligations under this Section would give rise to irreparable harm to PMI for which monetary damages would not be an adequate remedy. In the event of such breach, PMI shall, in addition to any and all other rights and remedies that may be available to PMI, be entitled to seek equitable relief, including but not limited a restraining order, injunction, specific performance and any other relief available at law or in equity, without the requirement to prove actual damages or post bond or other security. PMI acknowledges that the City of Denton must strictly comply with the Put)lil Information Act, Chapter 552, Texas Goverrrmellt Code (the “TPIA”) in responding to any request for public infonn,dion related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. An material submitted by PMI to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by PMI to be proprietary must be clearly marked as such. Determination of the public nature of the mdteriai is subject to the TPIA, chapter 552, and Texas Government Code . The City of Denton acknowledges that Section 552: 110 of the TPIA excepts from trade secrets from the application of the TPIA, and the City of Denton agrees to use its best reasonable efforts to protect the confidentiality of any trade secrets or other confidential information of PMI disclosed to it from disclosure under the TPIA or otherwise, to the extent permitted by the TPIA and other applicable law. Limitation of Liability IN NO EVENT WILL PMI BE LIABLE FOR SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM INTERRUPTION OF BUSINESS, LOSS OF USE,LOSS OF PROFITS OR LOSS OF BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THEPRODUCTS, WHETHER OR NOT PMI HAS BEEN ADVISED OF THE POSSiBILiTY OF SUCH DAMAGES. Force Majeure PMI will not be responsible for any delays in delivery which result from any cinumstdnces beyond PMI’s reasonable control, including without limitation, product unavailability, carrier delays, delays due to are, severe weather conditions, failure or power, labor problems,acts of war, terrorism, general insurrection, acts of God or acts of any government or agency. Miscellaneous All notices provided in connection with these Terms will be in writing and delivered to the parties at the addresses set forTh on the applicable PMI invoice. These Terms will be construed in accordance with, and governed by, the laws of the Commonwealth of Virginia, without regard to the conflict of law and choice of law rules of any jurisdiction. Any and an claims and disputes arising out of, or relating to, these Terms, or the perfounance or non-performance by either party of any of its obligations hereunder will be commenced and maintained only in a state or federal court of competent subject matter jmlsdiction situated or located in Hanisonburg, Virginia. Each party consents to the exclusive personal judsdiction of and venue in any such couN. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumptions or burden of proof will arIse favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. No waiver or failure by either party to exercise any option, right or privilege under these Terms on any occasion or occasions will be construed to be a waiver of the same on any other occasion or of any other option, right, or privilege. These Terms will be binding upon and inure to the benefit of the parties and their respective successors and assions. Nothing in these Terms is intended, nor will be deemed, to confer any rights or remedies upon any entity or person not a party to this Agreement. These Terms and the applicable PMI invoice contain the entire agreement and understanding of the parties to this Agreement with respect to the transactions contemplated hereby; and these Terms and the applicable PMI invoice supersede all prior understandings and agreements of the parties with respect to the subject matter hereof. These Terms shall prevail over any of Customer’s general terms and conditions, regardless of whether or when Customer has submitted such terms. In the event of a confiict between the these Terms and any provisions contained in any Customer purchase order, confirmation, or other document issued by Customer, these Terms shall prevail. Fulfillment of Customer’s order does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms. These Terms can be amended © Power Monitors,Inc. 800 North Main St., Mt. Crawford, VA 22841 (800)296.4120 Fax (540)432.9430 6 of 7 DocuSign Envelope ID: CCF869E2-D282JL96A-8322-701 IB58031E5 Quote #24 1 50 need People you trust.5/6/2022 or modified only by a written instrument signed by the parties or their successors in interest. Any termination, cancellation, or expiration these Terms notwithstanding, provisions which are by their terms intended to survive and continue will so survive and continue, including without limitation the Sections entitled “Ownership and Proprietary Rights,“ “Disclaimer of Warranties,“ “Limitation of Liability” and “Governing Law.’ Revised July 29, 2016 Power Monitors, Inc. 800 North Main St., Mt. Crawford, VA 22841 (800) 2964120 Fax (540) 432-9430 © Power Monitors,Inc. 800 North Main St., Mt. Crawford, VA 22841 (800)296.4120 Fax (MC})432.9430 7 of 7 DocuSign Envelope ID: CCF869E2-D282-+96A4322-7011B58031E5 Exhibit C Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Partiesbefore the contract is awarded, in accordance with Governmwt Code]2 S The contractor shall: 1. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing(a}cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Contract 8008 DocuSign Envelope ID: CCF869E2-D2822L96A-8322-7011B58031E5EXHIBIT D CONFLICT OF INTEREST QUESTIONNAIREFor vendor or other person doing business with local governmental entit' This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as definedby Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of DentonEthics Code. Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after thIdate the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1 ), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is amisdemeanor.a W Power Monltors , Inc 2 1 1 Check this box if you are filing an update to a previously filed questionnaire.X (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business dayafter the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. N/A Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(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 vendor?n ,“m .“ B Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named inthis section AND the taxable income is not received from the local governmental entity?a Yes U No C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local govemment officer serves as an officeror director, or holds an ownership of one percent or more? D Yes K No D.Describe each employment or business and family relationship with the local government officer named in this section 4 5 LJ I have no Conflict of Interest to disclose. DocuSigned by: JM M4rris MISignaturaT 6/16/2022 iiness with the governmental entity Date DocuSign Envelope ID: CCF869E2-D282d+96A-8322-701 IB58031E5 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG 1 76.htm. For easyreference, below are some of the sections cited on this form. Local Government Code $ 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee reggjation by a federal, state, or local governmental entity or an agency ofa federal, state, or localgovernmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) apurchase or lease ofgoods or services from a person that ischarteredby a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code $ 176.003{a)(2){A) and (B): (A) Alocal government officer shall file a conflicts disclosure statement with respect to a vendor if:(2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the val(kB (B) has given to the local government officer or a family member ofthe ofbcer one or more gifts that have an aggregatevalueofmore than $ 100 in the 12-month periodpreceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006(a) and (a-1) (a) A vendor shan file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local govemment officer of that local governmental entity, or a family memberof the officer, described by Section 176,003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a- 1 ); or (3) has a family relationship with a local government officer of that local govemmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business dayafter the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local govemmental entity; or(2) the date the vendor becomes aware (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local govemment officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Oflicial within the third 3"i degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right4f-way or other real property interests for public use Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50,00) per gift, or multiple gift cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineiigibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. orm provided by Texas Ethics Commission www. ethics .state. tx . us Revised 11/30/2015 [kx:uSign Certificate Of Completion Envelope Id: CCF869E2D282496A8322701 IB58031E5 Subject: Please DocuSign: City Council Contract 8008 - 3-Phase EOL Voltage Recorders Source Envelope: Document Pages: 15 Status: Completed Signatures: 6 Certificate Pages: 6 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Initials: 1 Envelope Originator: Christa Christian 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 6/1 5/2022 4:25:26 PM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 6/15/2022 4:32:52 PM Viewed: 6/1 5/2022 4:35:09 PM Signed: 6/1 5/2022 4:35:32 PM Completed Using IP Address: 198.49.140.104 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 6/15/2022 4:35:35 PM Viewed : 6/1 6/2022 10:15:13 AM Signed: 6/1 6/2022 10:15:36 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication(None) Sent: 6/1 6/2022 10:15:40 AM Viewed: 6/1 6/2022 1 1 :05:29 AM Signed: 6/1 6/2022 11:10:01 AM Signature Adoption: Pre-selected Style Using IP Address: 12.43.38.253 Electronic Record and Signature Disclosure:Not Offered via DocuSign Jim Morris jmorris@powermonitors.com Sales Manager Security Level: Email, Account Authentication(None) 'Docu81gn•d by: I JH, M4wis'7F879214538840D. Sent: 6/16/2022 11:10:04 AM Viewed: 6/1 6/2022 11:19:00 AM Signed: 6/16/2022 11 :21 :22 AM Signature Adoption: Pre-selected Style Using IP Address: 75.145.204.185 Electronic Record and Signature Disclosure:Accepted: 6/1 6/2022 1 1:19:00 AMID: 039a8c8e-873744834634-936bb41959@ Signer Events Antonio Puente Antonio.Puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 6/1 6/2022 1 1 :21 :25 AM Viewed: 6/16/2022 1 1 :34:06 AM Signed: 6/16/2022 11 :34:23 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 6/1 6/2022 11 :34:06 AMID: If0632fc-7f24z1863-ald9-tdcb3157f5e9 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Completed Sent: 6/1 6/2022 1 1 :34:26 AM Viewed : 7/20/2022 7:58:12 AM Signed: 7/20/2022 7:58:33 AMUsing IP Address: 198.49.140.104 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 7/20/2022 7:58:37 AM Viewed: 7/20/2022 8:04:58 AM Signed: 7/20/2022 8:05:06 AM Signature Adoption: Pre-selected Style Using IP Address: 107.77.200.213 Signed using mobile Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None) 'DocuSlgned br 1 Rgu Rim .IC5CA8CSE t 75493 Sent: 7/20/2022 8:05:10 AM Viewed: 7/20/2022 12:55:19 PM Signed: 7/20/2022 12:55:44 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 7/20/2022 12:55:19 PMID: bdf76d02-ede4-4ccd-b70b-8ecdb402e2f6 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Timestamp Sent: 6/1 5/2022 4:35:35 PM Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 6/1 6/2022 1 1 :34:26 AM Viewed: 6/16/2022 11 :36:29 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 7/20/2022 12:55:47 PM Viewed: 7/20/2022 5:18:09 PM Sam MaII sam.maIl@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 6/8/2022 2:08:10 PMID: 84dad239-aleIJjOd6405b-0e4b89d249b4 Sent: 7/20/2022 12:55:48 PM Viewed: 7/20/2022 1:11:16 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 6/1 5/2022 4:32:52 PM 7/20/2022 12:55:19 PM 7/20/2022 12:55:44 PM 7/20/2022 12:55:48 PM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Jim Morris, Antonio Puente, Rosa Rios, Sam MaII ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide toyou certain written notices or disclosures. 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