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6898 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 3791D601-3264-4D14-96EA-38AD4E950C82 "" #"! $ # % # % Contract 6898 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND HACH COMPANY (Contract #6898) THIS CONTRACT is made and entered into this date _______________________, by and between HACH COMPANY, a Delaware Corporation, whose address is 5600 Lindbergh Drive, Loveland, Colorado 80538, 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 for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City’s document FILE 6898 Purchase of Hach Company’s Water and Wastewater Products, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. 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) Supplier’s Sales Framework Agreement (Exhibit “B”); (c) Supplier’s Product Discount List. (Exhibit "C"); (d) Certificate of Interested Parties Electronic Filing (Exhibit “D”); (e) Form CIQ – Conflict of Interest Questionnaire (Exhibit "E"). 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.” INDEMNITY THE SUPPLIER REPRESENTS AND WARRANTS TO THE CITY THAT THE INTELLECTUAL PROPERTY SUPPLIED BY CONTRACTOR 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, AND THAT NO CLAIMS HAVE BEEN MADE BY ANY PERSON OR ENTITY WITH RESPECT TO THE OWNERSHIP OR OPERATION OF THE INTELLECTUAL PROPERTY. MOREOVER, THE CONTRACTOR DOES NOT KNOW OF ANY VALID BASIS FOR ANY SUCH CLAIMS. THE CONTRACTOR 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 DocuSign Envelope ID: 3791D601-3264-4D14-96EA-38AD4E950C82 Contract 6898 THAT THE CITY'S EXERCISE OF ITS LICENSE RIGHTS, AND ITS USE OF THE INTELLECTUAL PROPERTY, THE SUBJECT OF THIS CONTRACT, INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, OR THE BREACH OF ANY OF REPRESENTATIONS OR WARRANTIES STATED IN THE CONTRACT DOCUMENTS. 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. Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited 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 ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel 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 Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 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 agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible 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 considered a material breach. 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. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. DocuSign Envelope ID: 3791D601-3264-4D14-96EA-38AD4E950C82 Contract 6898 SUPPLIER BY: ______________________________ AUTHORIZED SIGNATURE Printed Name:________________________ Title: _______________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER ATTEST: CITY OF DENTON, TEXAS ROSA RIOS, CITY SECRETARY BY: __________________________________ BY: _____________________________ TODD HILEMAN CITY MANAGER APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 3791D601-3264-4D14-96EA-38AD4E950C82 ''#(%#$%) ',!' $',!' &$ $',!' &$ '%"*(#, )'%()+)')!#!)!(!')&' )')!#!)!( Contract 6898 Exhibit A Special Terms and Conditions 1. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer’s representative as needed by the City. 2. Contract Terms The contract term will be one (1) year, effective from the date that the City provides notice of the award to supplier (“effective date”). The contract shall automatically renew each year on the month and day of the effective date (“renewal date”). This contract may only be automatically renewed for an additional two (2) one-year periods, subject to the terms herein, without City Council approval. 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 $300,000. Product discount shall be per Exhibit C attached. 4. Delivery Lead Time Products or services shall be delivered fourteen (14) days or less after the receipt of order from the City. The products shall be FOB Destination and free of shipping charge for all ground shipping. DocuSign Envelope ID: 3791D601-3264-4D14-96EA-38AD4E950C82 Hach Sales Framework Agreement Template, 2015-08.docx 1 HACH COMPANY SALES FRAMEWORK AGREEMENT THIS AGREEMENT is entered into as of the Effective Date by and between Hach and Customer to set forth the terms and conditions for Customer’s purchase of Hach’s Products, with the foregoing capitalized terms each defined immediately below: Parties: Hach Company, 5600 Lindbergh Dr., Loveland, CO 80538 (“Hach”) City of Denton (“Customer”) Products: As set forth in Hach’s Product Catalogue or Website (“Products”) Effective Date: July 19, 2019 (“Effective Date”) Expiration Date: July 18, 2020 (“Expiration Date”) 1. Scope (a) Subject to the terms and conditions of this Agreement, Hach and Customer desire to transact business with each other in an arrangement under which Hach will sell and Customer will purchase the Products for its own use. (b) The terms and conditions set forth herein, together with Hach’s then current Terms and Condition of Sale (“Hach Ts&Cs of Sale”) apply to Customer’s individual purchases during the term of this Agreement. (The August 2015 version of the Hach Ts&Cs of Sale are included in Appendix A.) To the extent any provisions of the Terms and Conditions of Sale conflict with the provisions in the body of this Agreement, the provisions in the body of this Agreement shall prevail. In no event will any printed terms contained in any request for quotation, purchase order, or other Customer-provided document have any application to any purchase governed by this Agreement, whether such terms may be construed as different from or in addition to any terms set forth herein. 2. Products, Pricing and Updates The prices for Products are the prices published by Hach from time to time in the Product and Pricing Manual. Hach may extend to Customer discounts or similar concessions (collectively, “Incentives”). As a special consideration for Customer, during the term of this agreement, a seven percent (7%) discount on certain Hach products purchased by Customer. Customer is responsible for payment of any sales, use or any other taxes (including reasonable administrative charges) due on the sale of Products to Customer. For shipping, no ground freight charges will apply. Freight charges will apply for expedited shipments to Customer. 3. Orders (a) Each Order will specify (1) the types of Products to be purchased by Hach SKU number, (2) the price of such Products, (3) the range of dates within which the Products must be delivered, and (4) the delivery location. Each such order will constitute an offer by Customer to purchase the Products specified therein at the price and for delivery during the period specified. Not later than the close of business on the second business day following delivery of any Order, Hach will notify Customer if Hach objects to any requirements of that Order. Unless Hach so objects, Hach will be deemed to have accepted such Order under the four parameters set forth therein and subject to this Agreement. No confirmation by Hach will be necessary in order to effect Hach’s acceptance of any Order. (b) If Products are ordered by Customer and Hach does not have sufficient stock to fill the Order, or for any reason, deems in its reasonable discretion that it cannot fill the Order in its usual course of business, Exhibit B Term per Exhibit A DocuSign Envelope ID: 3791D601-3264-4D14-96EA-38AD4E950C82 Hach Sales Framework Agreement Template, 2015-08.docx 2 Hach may, at its option and without any liability (i) not fill the Order, (ii) allocate Products as to which there is a shortage among its Customers, Customers and agents in any reasonable manner, or (iii) accept the Order on such conditions as it may deem appropriate. If Hach agrees to fill the Order but for any reason beyond its reasonable control, including without limitation inventory shortages, work slowdowns or stoppages, war, insurrection, or the acts of any governmental jurisdiction, Hach will have no liability to Customer or Customer’s Customers with respect to such Order. (c) Customer may not cancel an order unless written notice of cancellation is received by the designated office prior to acceptance of the order by Hach. Hach may in its sole discretion permit cancellations after acceptance subject to a late cancellation fee or restocking charge. 4. Term/Termination (a) This Agreement shall begin on the “Effective Date” and expire on “Expiration Date” unless renewed mutually in writing by Hach and Customer or terminated sooner. (b) Either party may terminate this Agreement effective immediately upon notice to the other for material or persistent breach of any provision hereof; except that in the case of a breach capable of remedy, the terminating party shall give written notice giving particulars of the breach upon which the breaching party shall have fifteen (15) days to remedy the breach to avoid termination. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written. CUSTOMER Hach Company By By: Joe Manning Title Title: Vice President of Sales Date Date: Address and/or telecopy number to which communication between the parties should be sent: Hach Company Attention: VP & General Counsel 5600 Lindbergh Drive Loveland, CO 80538 DocuSign Envelope ID: 3791D601-3264-4D14-96EA-38AD4E950C82 Collect 4 Handling Fee Effective 9/1/18 $8.55 $8.79 $9.34 $9.83 $10.18 $11.12 $12.84 $15.81 $18.44 $21.28 $32.91 AppendixA TERMS&CONDITIONSOFSALEFORHACH COMPANYPRODUCTSANDSERVICES HACHCOMPANY Headquarters U.S.A. Remittance Quotation Addendum P.O. Box 389 5600 Lindbergh Drive Loveland, CO 80539-0389 Purchase Orders PO Box 608 Loveland, CO 80539-0608 WebSite: www.hach.com Phone: 800-227-4224 Fax: 970-669-2932 E-Mail: orders@hach.com quotes@hach.com techhelp@hach.com Export Phone: 970-669-3050 Fax: 970-461-3939 Email: intl@hach.com 2207 Collections Center Drive Chicago, IL 60693 Wire Transfers Bank of America 231 S. LaSalle St. Chicago, IL 60604 Account: 8765602385 Routing (ABA): 071000039 ADVANTAGES OF WORKING WITH HACH Technical Support Provides post-sale instrumentation and application support Hach’s highly skilled TechnicalSupport staff is dedicated to helping you resolve technical issues before, during and after the sale. Available via phone, e-mail, or live online chat at Hach.com! Toll-free phone: 800-227-4224 E-mail: techhelp@hach.com www.Hach.com Pick&Ship™ Pick&Ship™ Program offers a better way to keep your supplies in stock Convenience of one purchase order for the entire year Flexibility to change, cancel or create new orders Savings from locking in prices & thus avoiding price surges and rush charges Peace of mind with automatic, reliable shipments just as you need them www.Hach.com/pickandship Hach ServicePlus® Programs Instrument Protection and Service Savings of more than 20% versus a “pay as you go”approachFreedom from maintenance Worry-free compliance with Hach’s certification Fixed maintenance budget for the entire year www.hach.com/service-contracts ADVANTAGES OF SIMPLIFIED SHIPPING AND HANDLING Safe & Fast Delivery Receive tracking numbers on your order acknowledgement Hach will assist with claims if an order is lost or damaged in shipment Save Time –Less Hassle No need to set up deliveries for orders or to schedule pickup Hach ships order as product is available, at no additional charge, when simplified shipping and handling is used. Save Money No additional invoice to process – save on time and administrative costs Only pay shipping once, even if multiple shipments are required STANDARD SIMPLIFIED SHIPPING AND HANDLING CHARGES 1, 2, 3 Pricing Effective 9/1/2018 Total Price of Merchandise Ordered Standard Surface (Mainland USA) Second Day Delivery (Mainland USA) Next Day Delivery (Mainland USA) Second Day Delivery (Alaska & Hawaii) Next Day Delivery (Alaska & Hawaii) $0.00 - $49.99 $11.99 $29.99 $55.93 $48.14 $91.51 $50.00 - $149.99 $18.15 $53.50 $100.95 $76.72 $145.86 $150.00 - $349.99 $31.89 $85.07 $173.28 $107.34 $208.91 $350.00 - $649.99 $44.62 $116.69 $232.06 $145.87 $282.46 $650.00 - $949.99 $56.51 $122.52 $256.39 $151.70 $285.96 $950.00 - $1,999.99 $71.10 $151.18 $319.67 $179.91 $348.12 $2,000.00 - $3,999.99 $81.68 $159.89 $327.55 $185.99 $353.77 $4,000.00 - $5,999.99 $94.70 $166.08 $343.37 $186.85 $363.97 $6,000.00 - $7,999.99 $111.89 $189.09 $390.97 $206.11 $397.36 $8,000.00 - $9,999.99 $128.30 $215.91 $421.91 $231.03 $438.15 Over $10,000 2% of Net Order Value 4% of Net Order Value 6% of Net Order Value 4% of Net Order Value 6% of Net Order Value 1 Shipping & Handling charges shown are only applicable to orders billing and shipping to U.S. destinations. Shipping & Handling charges will be prepaidand added to invoice. Shipping & Handling for the Reagent Delivery Program is charged on each shipment release and is based on the total price of each shipment release. Shipping & Handling charges are subject to change without notice.2 Additional Shipping & Handling charges will be applied to orders containing bulky and/or especially heavy orders. Refrigerated and all weather Samplers do not qualify for simplified Shipping & Handling charges, and are considered heavy products. Dissolved Oxygen Sensors can be damaged if exposed to temps belowfreezing, causing sensor failure. Must be shipped over night or 2nd day air during the cold weather months. 3 Orders shipping to Alaska or Hawaii: Additional Shipping & Handling charges may be applied at time of order processing. Second Day and Next Daydelivery is not available to all destinations. 4 Hach Company will assess a collect handling fee on orders with collect shipping terms. This handling fee covers the additional costs that Hach Company to DocuSign Envelope ID: 3791D601-3264-4D14-96EA-38AD4E950C82 incurs from processing and managing collect shipments. DocuSign Envelope ID: 3791D601-3264-4D14-96EA-38AD4E950C82 SALESTAX Sales Tax is not included in the attached quotation. Applicable sales and usage taxes will be added to your invoice, at the time of order, based on U.S. destination of goods, unless a valid resale/exemption certificate for destination state is provided to the above address or fax number, attention of the Tax Dept. DocuSign Envelope ID: 3791D601-3264-4D14-96EA-38AD4E950C82 TERMS AND CONDITIONS OF SALE FOR HACH® PRODUCTS v. 2018-09-17 2 TERMS &CONDITIONSOFSALEFOR HACH COMPANY PRODUCTSAND SERVICES This document sets forth the Terms & Conditions of Sale for goods manufactured and/or supplied, and services provided, by Hach Company of Loveland, Colorado (“Hach”) and sold to the original purchaser thereof(“Buyer”). Unless otherwise specifically stated herein, the term “Hach”includes only Hach Company and none of its affiliates. Unless otherwise specifically stated in a previously-executed written purchase agreement signed by authorized representatives of Hach and Buyer, these Terms & Conditions of Sale establish the rights, obligations and remedies of Hach and Buyer which apply to this offer and any resulting order or contract for the sale of Hach’s goods and/or seirvices (“Products”). APPLICABLETERMS&CONDITIONS:TheseTerms&ConditionsofSale are contained directly and/or by reference in Hach’s offer, order acknowledgment, and invoice documents. The first of the following acts constitutes an acceptance of Hach’s offer and not a counteroffer and creates a contract of sale (“Contract”) in accordance with these Terms & Conditions: (i) Buyer’s issuance of a purchase order document against Hach’s offer; (ii) acknowledgement of Buyer’s order by Hach; or (iii) commencement of any performance by Hach pursuant to Buyer’s order. Provisions contained in Buyer’s purchase documents (including electronic commerce interfaces) that materially alter, addto or subtract from the provisions of these Terms & Conditions of Sale arenot a part of the Contract. CANCELLATION:Buyermaycancelgoodsorderssubjecttofaircharges for Hach’s expenses including handling, inspection, restocking, freight and invoicing charges as applicable, provided that Buyer returns such goods to HachatBuyer’sexpense within 30 days of delivery and in the same condition asreceived. Buyermaycancel service orders on ninety(90)day’sprior written notice and refunds will be prorated based on the duration of the service plan. Inspectionsandre-instatementfeesmay applyupon cancellationorexpiration of service programs. Seller may cancel all or part of any order prior to delivery without liability if the order includes any Products that Seller determines may not comply withexport, safety, local certification, or other applicable compliance requirements. DELIVERY: Delivery will be accomplished FOB Destination located in Ames,Iowa or Loveland, Colorado, United States (Incoterms 2010). For orders having a final destination within the U.S., legal title and risk of loss or damage pass to Buyer upon transfer to the first carrier. For orders having a final destination outside the U.S., legal title and risk of loss or damage pass to Buyer when the Products enter international waters or airspace or cross an international frontier. Hach will use commercially reasonable efforts to deliver the Products ordered herein within the time specified on the face of this Contract or, if no time is specified, within Hach’s normal lead-time necessary for Hach to deliver the Products sold hereunder. Upon prior agreement with Buyer and for an additional charge, Hach will deliver the Products on an expedited basis. Standard service delivery hours are 8 am –5 pm Monday through Friday, excludingholidays. INSPECTION: Buyer will promptly inspect and accept any Products delivered pursuant to this Contract after receipt of such Products. In the event the Products do not conform to any applicable specifications, Buyer willpromptly notify Hach of such nonconformance in writing. Hach will have a reasonable opportunity to repair or replace the nonconforming product at its option. Buyer will be deemedtohaveacceptedanyProductsdeliveredhereunder and to have waived any such nonconformance in the event such a written notification is not received by Hach within thirty (30) days of delivery. PRICES & ORDER SIZES: All prices are in U.S. dollars and are based on deliveryasstatedabove. Pricesdonotincludeanychargesforservicessuch as insurance; brokerage fees; sales, use, inventory or excise taxes; import orexportduties; special financing fees; VAT, income or royalty taxes imposed outside the U.S.; consular fees; special permits or licenses; or other chargesimposed upon the production, sale, distribution, or delivery of Products. Buyer will either pay any and all such charges or provide Hach with acceptable exemption certificates, which obligation survives performance under this Contract.Hach reserves the right to establish minimum order sizes and will adviseBuyer accordingly. PAYMENTS: All payments must be made in U.S. dollars. For Internet orders, the purchase price is due at the time and manner set forth at www.hach.com. Invoices for all other orders are due and payable NET 30 DocuSign Envelope ID: 3791D601-3264-4D14-96EA-38AD4E950C82 TERMS AND CONDITIONS OF SALE FOR HACH® PRODUCTS v. 2018-09-17 3 DAYS from date of the invoice without regard to delays for inspection or transportation, with payments to be made by check to Hach at the above address or by wire transfer to the account stated on the front of Hach’s invoice, or for customers with no established credit, Hach may require cash or credit card payment in advance of delivery. In the event payments are not made or not made in a timely manner, Hach may, in addition to all other remedies provided at law, either: (a) declare Buyer’s performance in breach and terminate this Contract for default; (b) withhold future shipments until delinquent payments are made; (c) deliver future shipments on a cash-with- order or cash-in-advance basis even after the delinquency is cured; (d) charge interest on the delinquency at a rate of 1-1/2% per month or the maximum rate permitted by law, if lower, for each month or part thereof of delinquency in payment plus applicable storage charges and/or inventory carrying charges; (e) repossess the Products for which payment has not been made; (f) recover all costs of collection including reasonable attorney’s fees; or (g) combine any of the above rights and remedies as is practicable and permitted by law.Buyer is prohibited from setting off any and all monies owed under this from any other sums, whether liquidated or not, that are or may be due Buyer, which arise out of a different transaction with Hach or any of its affiliates. Should Buyer’s financial responsibility become unsatisfactory to Hach in its reasonable discretion, Hach may require cash payment or other security. If Buyer fails to meet these requirements, Hach may treat such failure as reasonable grounds for repudiation of this Contract, in which case reasonable cancellation charges shall be due Hach. Buyer grants Hach a security interest in the Products to secure payment in full, which payment releases the security interest but only if such payments could not be considered an avoidable transfer under the U.S. Bankruptcy Code or other applicable laws. Buyer’s insolvency, bankruptcy, assignment for the benefit of creditors, or dissolution or termination of the existence of Buyer, constitutes a default under this Contract and affords Hach all the remedies of a secured party under the U.C.C., as well as the remedies stated above for late payment or non-payment. See ¶20 for further wire transfer requirements. 1. LIMITED WARRANTY: Hach warrants that Products sold hereunder willbe free from defects in material and workmanship and will, when used in accordance with the manufacturer’s operating and maintenance instructions, conform to any express written warranty pertaining to the specific goods purchased, which for most Hach instruments is for a period of twelve (12) months from delivery. Hach warrants that services furnished hereunder will be free from defects in workmanship for a period of ninety (90) days from the completion of the services. Parts provided by Hach in the performance of services may be new or refurbished parts functioning equivalent to new parts. Any non-functioning parts that are repaired by Hach shall become the property of Hach. No warranties are extended to consumable items such as, without limitation, reagents, batteries, mercury cells, and light bulbs.All other guarantees, warranties, conditions and representations, either express or implied, whether arising under any statute, law, commercial usage or otherwise, including implied warranties of merchantability and fitness for a particular purpose, are hereby excluded.The sole remedy for Products not meeting this Limited Warranty is replacement, credit or refund of the purchase price. This remedy will not be deemed to have failed of its essential purpose so long as Hach is willing to provide such replacement, credit or refund. 2. INDEMNIFICATION: Indemnification applies to a party and to such party’s successors-in-interest, assignees, affiliates, directors, officers,and employees (“Indemnified Parties”). Hach is responsible for and will defend, indemnify and hold harmless the Buyer Indemnified Parties against all losses, claims, expenses or damages which may result from accident, injury, damage, or death due to Hach’s breach of the Limited Warranty. Buyer is responsible for and will defend, indemnify and hold harmless the Hach Indemnified Parties against all losses, claims, expenses or damages which may result from accident, injury,damage, or death due to negligence, misuse or misapplication of any goods or services, violations of law, or the breach of any provision of this Contract by the Buyer, its affiliates, or those employed by, controlled by or in privity with them. Buyer’s workers’compensation immunity, if any, does not preclude or limit its indemnification obligations. To the extent allowed by law •PATENT PROTECTION: Subject to all limitations of liability provided herein,Hach will,with respect to any Products of Hach’s design or manufacture, indemnify Buyer from any and all damages and costs as finally determined by a court of competent jurisdiction in any suit for infringement of any U.S. patent (or European patent for Products that Hach sells to Buyer for end use in a member state of the E.U.) that has issued as of the delivery date, solely by reason of the sale or normal use of anyProducts sold to Buyer hereunder and from reasonable expenses incurred by Buyer in defense of such suit if Hach does not undertake the defense thereof, provided that Buyer promptly notifies Hach of such suit and offers Hach either (i) full and exclusive control of the defense of such suit when Products of Hach only are involved, or (ii) the right to participate in the defense of such suit when products other than those of Hach are also involved. Hach’swarrantyasto use patents only applies to infringement arising solely out of the inherent operation of the Products according totheir applications as envisioned by Hach’s specifications. In case the Products are in such suit held to constituteinfringement and the use of the Products is enjoined, Hach will, at its own expense and at its option, either procure for Buyer the right to continue using such Products or replace them with non-infringing products, or modify them so they become non-infringing, or remove the Products and refund the purchase price (prorated for depreciation) and the transportation costs thereof. The foregoing states the entire liability of Hach for patent infringement by the Products. Further, to the same extent as set forth in Hach’s above obligation to Buyer, Buyer agrees to defend, indemnify and holdharmless Hach for patent infringement related to(x) any goods manufactured to the Buyer’s design, (y) services provided in accordance with the Buyer’s instructions, or (z) Hach’s Products when used in combination with any other devices, parts or software not provided by Hach hereunder. 3.TRADEMARKS AND OTHER LABELS: Buyer agrees nottoremove oralter any indiciaofmanufacturingorigin or patent numbers contained on or within the Products, including without limitation the serial numbers or trademarkson nameplatesor cast, molded or machined components. 4.SOFTWARE AND DATA. All licenses to Hach’s separately-provided software products are subjectto the separate software license agreement(s) accompanying the softwaremedia. Inthe absence of such express licensesand for all other software, Hach grants Buyer only a personal, non-exclusive license to access and use the softwareprovided by Hach with Products purchased hereunder solely as necessary for Buyer to enjoy the benefit of the Products. A portion of the software may contain or consist of open source software, which Buyer may use under the terms and conditions of the specific license under which the open source software isdistributed. Buyer agrees that it will be bound by all such license agreements. Title to software remains with the applicable licensor(s). In connection with Buyer’suseofProducts, Hach may obtain, receive, or collect data or information, including data produced by the Products. In suchcases, Buyer grants Hach a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license to use, compile,distribute, display, store, process, reproduce, or create derivative works of such data, or to aggregate such data for usein an anonymous manner, solely tofacilitate marketing, sales and R&D activities of Hach and its affiliates. 5.PROPRIETARY INFORMATION; PRIVACY:“Proprietary Information”means any information,technical data or know-how in whatever form, whether documented, contained in machine readable or physical components, mask works or artwork, or otherwise, which Hach considers proprietary, including but not limited to service and maintenance manuals. Buyer and its customers, employees and agents will keep confidential all such Proprietary Information obtained directly or indirectly from Hach and will not transfer or disclose it without Hach’sprior written consent, or use it for the manufacture, procurement, servicing or calibration of Products or any similar products, orcause such products to be manufactured, serviced or calibrated by or procured from any other source, or reproduce orotherwise appropriate it. All such Proprietary Information remains Hach’sproperty. No right orlicense is granted to Buyeror its customers, employees or agents, expressly or by implication, with respect to the Proprietary Information or anypatent right or other proprietary right of Hach, except for the limited use licenses implied by law. Hach will manage Customer’s information and personal data in accordance with its Privacy Policy, located at http://www.hach.com/privacypolicy. writing before the Products’delivery date. Services which must be performed as a result of any of the following conditions are subject to additional charges for labor, travel and parts:(a) equipment alterations not authorized in writing by Hach; (b) damage resulting from 6.CHANGES AND ADDITIONAL CHARGES: Hach reserves the right to make design changes orimprovements to any products of the same general class as Products being delivered hereunder without liability orobligation to incorporate such changes or improvements to Products ordered by Buyer unless agreed upon in DocuSign Envelope ID: 3791D601-3264-4D14-96EA-38AD4E950C82 TERMS AND CONDITIONS OF SALE FOR HACH® PRODUCTS v. 2018-09-17 4 improper use or handling, accident, neglect, power surge, or operation in an environment or manner in which the instrument is not designed to operate or is not in accordance with Hach’s operating manuals; (c) the use of parts or accessories not provided by Hach; (d) damage resulting from acts of war, terrorismornature; (e) services outside standard business hours; (f) site prework not complete per proposal; or(g)any repairs required to ensure equipment meets manufacturer’s specifications upon activation of a service agreement. 7.SITE ACCESS / PREPARATION / WORKER SAFETY / ENVIRONMENTALCOMPLIANCE: In connection with services provided by Hach, Buyer agrees to permit prompt access toequipment. Buyer assumes full responsibility to back- up or otherwise protect its data against loss, damageordestruction before services are performed. Buyer is the operator and in full control of its premises, including those areas where Hach employees or contractors are performing service, repair and maintenance activities. Buyer will ensure that all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of services. Buyer is the generator of any resulting wastes, includingwithout limitation hazardous wastes. Buyer is solely responsible to arrange for the disposal of any wastes at itsownexpense. Buyer will, at its own expense, provide Hach employees and contractors working on Buyer’s premises with all information and training required under applicable safety compliance regulations and Buyer’s policies. If the instrument to be serviced isin a Confined Space, as that termis defined under OSHA regulations, Buyer is solely responsible to make it available to be serviced in an unconfined space. Hach service technicians will not work in Confined Spaces. In the event that a Buyer requires Hach employees or contractors to attendsafety or compliance training programs provided by Buyer, Buyer will pay Hach the standard hourly rateand expense reimbursement for such training attended. The attendance at or completion of such training does notcreate orexpandany warranty or obligation of Hach and does not serve to alter, amend, limit or supersede any part ofthisContract. 8.LIMITATIONS ON USE: Buyer will not use any Products for any purpose other than those identified in Hach’s catalogs and literature as intended uses. Unless Hach has advised the Buyer in writing, in no event will Buyer use any Products in drugs, food additives, food or cosmetics, or medical applications for humans or animals. In no event will Buyer use in any application any Product that requires FDA 510(k)clearanceunlessandonlytotheextenttheProducthas such clearance. Buyer will not sell, transfer, export or re-export any Hach Products or technology for use in activities which involve the design, development, production,use or stockpiling of nuclear, chemical or biological weapons or missiles, nor use Hach Products or technology in any facility which engages in activities relating to such weapons. Unless the “ship-to” address is in California, U.S.A.,theProductsarenotintendedforsaleinCaliforniaandmay lack markings required by California Proposition 65; accordingly, unless Buyer has ordered Products specifying a California ship-to address, Buyer will not sell or deliver any Hach Products for use in California. Any warranty granted by Hach is void if any goods coveredbysuch warranty are used for any purpose not permitted hereunder. 9.EXPORT AND IMPORT LICENSES AND COMPLIANCE WITH LAWS: Unless otherwise specified in this Contract, Buyer is responsible for obtaining any required export or import licenses. Buyer will comply with all laws and regulations applicable to the installation or use of all Products, including applicable import and export control laws and regulations of the U.S., E.U. and any other country havingproper jurisdiction, and will obtain all necessary export licenses in connection with any subsequent export,re-export, transfer and use of all Products and technology delivered hereunder. Buyer will comply with all local, national, and other laws of all jurisdictions globally relating to anti-corruption, bribery, extortion, kickbacks, or similar matters which are applicable to Buyer’s business activities in connection with this Contract, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”). Buyer agrees that no payment of money or provision of anything of value will be offered, promised, paid or transferred, directlyorindirectly, by any person or entity, to any government official, government employee, or employee of any company owned in part by a government, political party, political party official, or candidate for any government office or political party office to induce such organizations or persons to use their authority or influence to obtain or retain an improper business advantage for Buyer or for Hach, or which otherwise constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence inextortion, kickbacks or other unlawful or improper means of obtaining business or any DocuSign Envelope ID: 3791D601-3264-4D14-96EA-38AD4E950C82 TERMS AND CONDITIONS OF SALE FOR HACH® PRODUCTS v. 2018-09-17 5 improper advantage, with respect to any of Buyer’s activities related to this Contract. Hach asks Buyer to “Speak and the U.S., (ii)elsewherein theU.S.if Buyer has minimumcontacts with the Up!”if aware of any violation of law, regulation or our Standards of Conduct(“SOC”)inrelationtothisContract.SeeU.S. but not Colorado, or (iii) in a neutral location if Buyer does not have minimum contactshttp://danaher.com/integrity-and-compliance and www.danaherintegrity.com for a copy of the SOC and for access to our Helpline portal. with the United States. 10.RELATIONSHIP OF PARTIES: Buyer is not an agent or representative of Hach and will not present itself 23.ENTIRE AGREEMENT & MODIFICATION: These Terms & Conditions of Sale as such under any circumstances unless and to the extent it has been formally screened by Hach’scompliance department constitute the entire agreement between the parties and supersede any prior agreements or and receivedaseparateduly-authorizedletterfrom Hachsettingforththescopeand limitations of such authorization.representations, whether oral or written. No change to or modification of these Terms & Conditions shall be binding upon Hach unless in a written instrument specifically referencing that it is amending 11.FORCE MAJEURE: Hach is excused from performance of its obligations under this Contract to the these Terms & Conditions of Sale and signed by an authorized representative of Hach. Hach rejects extent caused by acts or omissions that are beyond its control of, including but not limited to Government embargoes,any additional or inconsistent Terms & Conditions of Sale offered by Buyer at any time, whetherblockages, seizures or freeze of assets, delays or refusals to grant an export or import license or the suspension or not such terms or conditions materially alter the Terms & Conditions herein and irrespective of or revocation thereof, or any other acts of any Government; fires,floods,severe weather conditions, or any other acts Hach’s acceptance of Buyer’sorder for the described goods and services.of God; quarantines; labor strikes or lockouts; riots; strife; insurrections; civil disobedience or acts of criminals orterrorists; war; material shortages or delays in deliveries to Hach by third parties. In the event of the existence of any forcemajeure circumstances, the period of time for delivery, payment terms and payments under any letters of credit will be extended for a period of time equal to the period of delay. If the force majeure circumstances extend for six months, Hach may, at its option, terminate this Contract without penalty and without being deemed in default or in breach thereof. 12.NON ASSIGNMENT AND WAIVER: Buyer will not transfer or assign this Contract or any rights or interests hereunder without Hach’s prior written consent. Failure of either party to insist upon strict performance of any provision of this Contract, or to exercise any right or privilege contained herein, or the waiver of any breach of the terms or conditions of this Contract will not be construed as thereafter waiving any such terms, conditions, rights, or privileges, and the same will continue and remain in force and effect as if no waiver had occurred. 13.WIRE TRANSFERS: Buyer and Hach both recognize that there is a risk of wire fraud when individuals impersonating a business demand immediate payment under new wire transfer instructions. To avoid this risk, Buyer must verbally confirm any new or changed wire transfer instructions by calling Hach at +1-970-663-1377 and speaking withHach’s Credit Manager before transferring any monies using the new wire instructions. Both parties agree that they will notinstitute wire transfer instruction changes and require immediate payment under the new instructions but will insteadprovide a ten (10) day grace period to verify any wire transfer instruction changes before any outstanding payments are due using the new instructions. 21. LIMITATION OF LIABILITY: None of the Hach Indemnified Parties will be liable to Buyer under any circumstances for any special, treble, incidental or consequential damages, including without limitation, damage to or loss of property other than for the Products purchased hereunder; damages incurred in installation, repair or replacement; lost profits, revenue or opportunity; loss of use; losses resulting from or related to downtime of the products or inaccurate measurements or reporting; the cost of substitute products; or claims of Buyer’s customers for such damages,howsoever caused, and whether based on warranty, contract, and/or tort (including negligence, strict liability or otherwise).The total liability of the Hach Indemnified Parties arising out of the performance or nonperformance hereunder or Hach’sobligations in connection with the design, manufacture, sale, delivery,and/or use of Products will in no circumstance exceed in the aggregate a sum equal to twice the amount actually paid to Hach for Products delivered hereunder. 22. APPLICABLE LAW AND DISPUTE RESOLUTION: The construction, interpretation and performance hereof and all transactions hereunder shall be governed by the laws of the State of Colorado, without regard to its principles or laws regarding conflicts of laws. If any provision of this Contract violates any Federal, State or local statutes or regulations of any countries having jurisdiction of this transaction, or is illegalfor any reason, said provision shall be self-deleting without affecting the validity of the remaining provisions. Unlessotherwise specifically agreed upon in writing between Hach and Buyer, any dispute relating to this Contract which is not resolved by the parties shall be adjudicated in order of preference by a court of competent jurisdiction (i) in the State of Colorado, U.S.A. if Buyer has minimum contacts with Colorado ** * DocuSign Envelope ID: 3791D601-3264-4D14-96EA-38AD4E950C82 EXHIBIT C HACH COMPANY City of Denton Discounts Hach Lab LI Hach Lab Instruments 7.00% Hach Lab LA Hach Lab Accessories/Consumables 7.00% Hach Lab LC Hach Lab Chemistries (includes test kits) 7.00% Hach Lab LR Hach Lab Resale 7.00% Hach Lab LM Hach Lab Micro 7.00% Sigma Samplers SMP Sampler Instruments 7.00% Sigma Samplers SMPA Sampler Accessories/Consumables 7.00% Sigma Samplers SMPC Sampler Chemistries 7.00% Hach Process HP Hach Process Instruments 7.00% Hach Process HPA Hach Process Accessories/Consumables 7.00% Hach Process HPC Hach Process Chemistries 7.00% GLI Process G GLI Instruments 7.00% GLI Process GA GLI Accessories/Consumables 7.00% GLI Process GC GLI Chemistries 7.00% Orbisphere OR Orbisphere Instruments 7.00% Orbisphere ORA Orbisphere Accessories/Consumables 7.00% Orbisphere ORC Orbisphere Chemistries 7.00% Shipping Free Ground Shipping DocuSign Envelope ID: 3791D601-3264-4D14-96EA-38AD4E950C82 Exhibit D 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 Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@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. DocuSign Envelope ID: 3791D601-3264-4D14-96EA-38AD4E950C82 Exhibit 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. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor 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 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 a misdemeanor. 1 Name of vendor 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 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. Name of 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 176.001(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 vendor? Yes No 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 in this section AND the taxable income is not received from the local governmental entity? 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 one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 3791D601-3264-4D14-96EA-38AD4E950C82 Certificate Of Completion Envelope Id: 3791D60132644D1496EA38AD4E950C82 Status: Completed Subject: Please DocuSign: City Council Contract 6898 Hach Products Source Envelope: Document Pages: 17 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Lori Hewell AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 lori.hewell@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 12/6/2019 8:48:02 AM Holder: Lori Hewell lori.hewell@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 12/6/2019 9:02:47 AM Viewed: 12/6/2019 9:03:24 AM Signed: 12/6/2019 9:04:31 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/6/2019 9:04:34 AM Viewed: 12/8/2019 9:41:52 AM Signed: 12/8/2019 9:41:56 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/8/2019 9:41:59 AM Viewed: 12/13/2019 3:23:48 PM Signed: 12/13/2019 4:03:51 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mary Baird mary.baird@hach.com Sr. Mgr NA Sales Enablement Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 64.90.124.51 Sent: 12/13/2019 4:03:55 PM Resent: 12/17/2019 1:17:02 PM Resent: 1/7/2020 7:31:04 PM Viewed: 12/13/2019 4:31:08 PM Signed: 1/8/2020 12:26:57 PM Electronic Record and Signature Disclosure: Accepted: 12/13/2019 4:31:08 PM ID: f8812e97-2c17-4958-b955-4bdf1d9544ea Signer Events Signature Timestamp Frank Pugsley frank.pugsley@cityofdenton.com Water and Wastewater Utilities Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 1/8/2020 12:27:01 PM Resent: 1/16/2020 1:22:24 PM Resent: 1/16/2020 3:00:49 PM Viewed: 1/16/2020 3:01:36 PM Signed: 1/16/2020 3:01:51 PM Electronic Record and Signature Disclosure: Accepted: 1/16/2020 3:01:36 PM ID: 26c543ba-bde5-45a0-ba99-913c82bb0cec Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 1/16/2020 3:01:56 PM Viewed: 1/16/2020 3:30:03 PM Signed: 2/5/2020 9:05:44 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 107.77.200.150 Signed using mobile Sent: 2/5/2020 9:05:47 AM Viewed: 2/5/2020 9:07:44 AM Signed: 2/5/2020 9:07:50 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 2/5/2020 9:07:53 AM Viewed: 2/6/2020 9:17:59 AM Signed: 2/6/2020 9:18:35 AM Electronic Record and Signature Disclosure: Accepted: 2/6/2020 9:17:59 AM ID: eae7417c-9955-4cd6-a9b8-589aadd9960b In Ierson Signer Events Signature Timestamp Editor DeliverI Events Status Timestamp Igent DeliverI Events Status Timestamp IntermediarI DeliverI Events Status Timestamp Certified DeliverI Events Status Timestamp CarIon CopI Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/6/2019 9:04:34 AM Electronic Record and Signature Disclosure: CarIon CopI Events Status Timestamp Not Offered via DocuSign Michele Mathews mmathews@hach.com Security Level: Email, Account Authentication (None) Sent: 12/31/2019 3:44:09 PM Viewed: 12/31/2019 3:44:26 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 1/16/2020 3:01:56 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 2/5/2020 9:07:53 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Annie Bunger annie.bunger@cityofdenton.com Contract Control Specialist City of Denton Security Level: Email, Account Authentication (None) Sent: 2/6/2020 9:18:38 AM Viewed: 2/6/2020 9:19:43 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Iitness Events Signature Timestamp IotarI Events Signature Timestamp Envelope SummarI Events Status Timestamps Envelope Sent Hashed/Encrypted 2/6/2020 9:18:38 AM Certified Delivered Security Checked 2/6/2020 9:18:38 AM Signing Complete Security Checked 2/6/2020 9:18:38 AM Completed Security Checked 2/6/2020 9:18:38 AM IaIment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or 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