8263 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
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FILE
HACH W-WW TREATMENT PRODUCTS
Crystal Westbrook
Not Applicable
8263
SEPTEMBER 19, 2028
SEPTEMBER 19, 2023
23-1662
Contract 8263
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND HACH COMPANY
(Contract #8263)
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 8263
HACH Water and Wastewater Treatment 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) Insurance Requirements (Exhibit “D”);
(e) Certificate of Interested Parties Electronic Filing (Exhibit “E”);
(f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F").
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
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09/19/2023
Contract 8263
OTHER PROFESSIONALS) ARISING OUT OF OR RESULTING FROM ANY CLAIM
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
Contractor acknowledges that in accordance with Chapter 2271 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, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (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 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”
shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By
signing this agreement, Contractor certifies that Contractor’s signature provides written verification to
the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy
companies 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 Trade
Associations
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 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 a
firearm 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 certifies that Contractor’s signature provides written verification to the City that
Contractor: (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. 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 agreement,
Contractor certifies that Contractor’s signature provides written verification to the City that Contractor,
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Contract 8263
pursuant to Chapters 2252 and 2270, 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.
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 of
the 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.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
SUPPLIER
BY: ______________________________
AUTHORIZED SIGNATURE
Printed Name:________________________
Title: _______________________________
__________________________________
PHONE NUMBER
_________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
ATTEST: CITY OF DENTON, TEXAS
JESUS SALAZAR, CITY SECRETARY
BY: __________________________________ BY: _____________________________
SARA HENSLEY
CITY MANAGER
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
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2023-1063195
Vice President, Service
1-800-227-4224
dmueller@hach.com
David Mueller
Stephen D. Gay
Water Utilities
Director,
Contract 8263
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
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Contract 8263
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 three (3) 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 $770,000. 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.
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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”)
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
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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:
Title Title:
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
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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
Appendix A
TERMS & CONDITIONS OF SALE FOR HACH COMPANY PRODUCTS AND SERVICES
HACH COMPANY
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 Technical Support 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” approach Freedom 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 prepaid and 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 below freezing, 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 Day delivery 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
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incurs from processing and managing collect shipments.
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SALES TAX
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.
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TERMS AND CONDITIONS OF SALE FOR HACH® PRODUCTS
v. 2018-09-17 2
TERMS & CONDITIONS OF SALE FOR HACH COMPANY PRODUCTS AND 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, add to or subtract from the provisions of these Terms & Conditions of Sale are not a part of the Contract.
CANCELLATION: Buyer may cancel goods orders subject to fair charges for Hach’s expenses including handling, inspection, restocking, freight and invoicing charges as applicable, provided that Buyer returns such goods to Hach at Buyer’s expense within 30 days of delivery and in the same condition as received. Buyer may cancel service orders on ninety (90) day’s prior written notice and refunds will be prorated based on the duration of the service plan. Inspections and re-instatement fees may apply upon cancellation or expiration 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 with export, 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, excluding holidays.
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 will promptly 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 deemed to have accepted any Products delivered hereunder 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 delivery as stated above. Prices do not include any charges for services such as insurance; brokerage fees; sales, use, inventory or excise taxes; import or export duties; special financing fees; VAT, income or royalty taxes imposed outside the U.S.; consular fees; special permits or licenses; or other charges imposed 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 advise Buyer 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
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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 ¶13 for further wire transfer requirements.
1. LIMITED WARRANTY: Hach warrants that Products sold hereunder will be 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 any Products 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’s warranty as to use patents only applies to infringement arising solely out of the inherent operation of the Products according to their applications as envisioned by Hach’s specifications. In case the Products are in such suit held to constitute infringement 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 hold harmless 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 not to remove or alter any indicia of manufacturing origin or patent numbers contained on or within the Products, including without limitation the serial numbers or trademarks on nameplates or cast, molded or machined components.
4. SOFTWARE AND DATA. All licenses to Hach’s separately-provided software products are subject to the separate software license agreement(s) accompanying the software media. In the absence of such express licenses and for all other software, Hach grants Buyer only a personal, non-exclusive license to access and use the software provided 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 is distributed. 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’s use of Products, Hach may obtain, receive, or collect data or information, including data produced by the Products. In such cases, 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 use in an anonymous manner, solely to facilitate 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’s prior written consent, or use it for the manufacture, procurement, servicing or calibration of Products or any similar products, or cause such products to be manufactured, serviced or calibrated by or procured from any other source, or reproduce or otherwise appropriate it. All such Proprietary Information remains Hach’s property. No right or license is granted to Buyer or its customers, employees or agents, expressly or by implication, with respect to the Proprietary Information or any patent 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 or improvements to any products of the same general class as Products being delivered hereunder without liability or obligation to incorporate such changes or improvements to Products ordered by Buyer unless agreed upon in
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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, terrorism or nature; (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 / ENVIRONMENTAL COMPLIANCE: In connection with services provided by Hach, Buyer agrees to permit prompt access to equipment. Buyer assumes full responsibility to back- up or otherwise protect its data against loss, damage or destruction 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, including without limitation hazardous wastes. Buyer is solely responsible to arrange for the disposal of any wastes at its own expense. 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 is in a Confined Space, as that term is 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 attend safety or compliance training programs provided by Buyer, Buyer will pay Hach the standard hourly rate and expense reimbursement for such training attended. The attendance at or completion of such training does not create or expand any warranty or obligation of Hach and does not serve to alter, amend, limit or supersede any part of this Contract.
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) clearance unless and only to the extent the Product has 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., the Products are not intended for sale in California and may 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 covered by such 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 having proper 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, directly or indirectly, 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 in extortion, kickbacks or other unlawful or improper means of obtaining business or any
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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) elsewhere in the U.S. if Buyer has minimum contacts with the
Up!” if aware of any violation of law, regulation or our Standards of Conduct (“SOC”) in relation to this Contract. See U.S. but not Colorado, or (iii) in a neutral location if Buyer does not have minimum contacts http://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’s compliance department constitute the entire agreement between the parties and supersede any prior agreements or
and received a separate duly-authorized letter from Hach setting forth the scope and 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, whether blockages, 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’s order for the described goods and services. of God; quarantines; labor strikes or lockouts; riots; strife; insurrections; civil disobedience or acts of criminals or terrorists; war; material shortages or delays in deliveries to Hach by third parties. In the event of the existence of any force majeure 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 with Hach’s Credit Manager before transferring any monies using the new wire instructions. Both parties agree that they will not institute wire transfer instruction changes and require immediate payment under the new instructions but will instead provide 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’s obligations 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 illegal for any reason, said provision shall be self-deleting without affecting the validity of the remaining provisions. Unless otherwise 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
* * *
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EXHIBIT C
HACH COMPANY
City of Denton Discounts
Hach Lab LI Hach Lab Instruments 5.00%
Hach Lab LA Hach Lab Accessories/Consumables 5.00%
Hach Lab LC Hach Lab Chemistries (includes test kits) 5.00%
Hach Lab LR Hach Lab Resale 5.00%
Hach Lab LM Hach Lab Micro 5.00%
Sigma Samplers SMP Sampler Instruments 5.00%
Sigma Samplers SMPA Sampler Accessories/Consumables 5.00%
Sigma Samplers SMPC Sampler Chemistries 5.00%
Hach Process HP Hach Process Instruments 5.00%
Hach Process HPA Hach Process Accessories/Consumables 5.00%
Hach Process HPC Hach Process Chemistries 5.00%
GLI Process G GLI Instruments 5.00%
GLI Process GA GLI Accessories/Consumables 5.00%
GLI Process GC GLI Chemistries 5.00%
Orbisphere OR Orbisphere Instruments 5.00%
Orbisphere ORA Orbisphere Accessories/Consumables 5.00%
Orbisphere ORC Orbisphere Chemistries 5.00%
Shipping Free Ground Shipping
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HACH W-WW Treatment - 8263
INSURANCE REQUIREMENTS
Respondent’s attention is directed to the insurance requirements below. It is
highly recommended that respondents confer with their respective insurance
carriers or brokers to determine in advance of Proposal/Bid submission the
availability of insurance certificates and endorsements as prescribed and
provided herein. If an apparent low respondent fails to comply strictly with the
insurance requirements, that respondent may be disqualified from award of the
contract. Upon contract award, all insurance requirements shall become
contractual obligations, which the successful contractor shall have a duty to
maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the
Contractor, the Contractor shall provide and maintain until the
contracted work has been completed and accepted by the City of Denton,
Owner, the minimum insurance coverage as indicated hereinafter.
As soon as practicable after notification of contract award, Contractor
shall file with the Purchasing Department satisfactory certificates of
insurance including any applicable addendum or endorsements,
containing the contract number and title of the project. Contractor may,
upon written request to the Purchasing Department, ask for clarification
of any insurance requirements at any time; however, Contractors are
strongly advised to make such requests prior to proposal/bid opening,
since the insurance requirements may not be modified or waived after
proposal/bid opening unless a written exception has been submitted with
the proposal/bid. Contractor shall not commence any work or deliver
any material until he or she receives notification that the contract has
been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these
requirements shall comply with the following general specifications, and
shall be maintained in compliance with these general specifications
throughout the duration of the Contract, or longer, if so noted:
Each policy shall be issued by a company authorized to do business
in the State of Texas with an A.M. Best Company rating of at least A‐ or
better.
EXHIBIT D
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HACH W-WW Treatment - 8263
Any deductibles or self-insured retentions shall be declared in the
proposal. If requested by the City, the insurer shall reduce or eliminate
such deductibles or self-insured retentions with respect to the City, its
officials, agents, employees and volunteers; or, the contractor shall
procure a bond guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
Liability policies shall be endorsed to provide the following:
o Name as Additional Insured the City of Denton, its Officials,
Agents, Employees and volunteers.
o That such insurance is primary to any other insurance available
to the Additional Insured with respect to claims covered under
the policy and that this insurance applies separately to each
insured against whom claim is made or suit is brought. The
inclusion of more than one insured shall not operate to increase
the insurer's limit of liability.
o Provide a Waiver of Subrogation in favor of the City of Denton,
its officials, agents, employees, and volunteers.
Cancellation: City requires 30 day written notice should any of
the policies described on the certificate be cancelled or materially
changed before the expiration date.
Should any of the required insurance be provided under a claims made
form, Contractor shall maintain such coverage continuously throughout
the term of this contract and, without lapse, for a period of three years
beyond the contract expiration, such that occurrences arising during the
contract term which give rise to claims made after expiration of the
contract shall be covered.
Should any of the required insurance be provided under a form of
coverage that includes a general annual aggregate limit providing for
claims investigation or legal defense costs to be included in the general
annual aggregate limit, the Contractor shall either double the
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HACH W-WW Treatment - 8263
occurrence limits or obtain Owners and Contractors Protective Liability
Insurance.
Should any required insurance lapse during the contract term,
requests for payments originating after such lapse shall not be
processed until the City receives satisfactory evidence of reinstated
coverage as required by this contract, effective as of the lapse date. If
insurance is not reinstated, City may, at its sole option, terminate this
agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract
shall additionally comply with the following specifications, and shall be
maintained in compliance with these additional specifications throughout
the duration of the Contract, or longer, if so noted:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial General Liability Insurance including, but not limited to,
Premises/Operations, Personal & Advertising Injury,
Products/Completed Operations, Independent Contractors, and
Contractual Liability with minimum combined bodily injury (including
death) and property damage limits of $1,000,000.00 per occurrence
and $2,000,000.00 general aggregate.
B. WORKERS’ COMPENSATION and EMPLOYERS LIABILITY INSURANCE
Workers’ Compensation within the regulations of the Texas Workers’
Compensation Act. The minimum policy limits for Employers Liability
are:
Bodily Injury by Accident: $100,000.00 Each Accident
Bodily Injury by Disease: $100,000.00 Each Employee
Bodily Injury by Disease: $500,000,000.00 Policy Limit
NOTES:
a. If CONTRACTOR will not be providing services under the contract
at a City facility, has no employees and/or is operating as a sole
owner and single operator, CONTRACTOR shall provide a signed
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HACH W-WW Treatment - 8263
letter, with the current date, on official letterhead stating such to
meet the requirement.
b. If CONTRACTOR is a non-subscriber or is self-insured
CONTRACTOR shall provide a copy of its Certificate of Authority to
Self-Insure from the Texas Department of Insurance, Division of
Workers’ Compensation Self Insurance Regulation Program,
evidence of alternative coverage and internal safety and injury
coverage policies and procedures.
C. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business Automobile Liability Insurance covering owned, hired, and
non-owned vehicles, with a minimum combined single limit for bodily
injury (including death) and property damage limit of $500,000.00 per
occurrence.
NOTE:
a. If CONTRACTOR does not have owned, hired and non-owned
autos or vehicles and/or no autos or vehicles will not be used in
the performance of services under the contract, CONTRACTOR
shall provide a signed letter, with the current date, on official
letterhead stating such to meet the requirement for owned
autos.
D. PROFESSIONAL LIABILITY INSURANCE
If CONTRACTOR is a licensed or certified person who renders
professional services, then Professional Liability Insurance to provide
coverage against any claim which the CONTRACTOR becomes legally
obligated to pay as damages arising out of the performance of
professional services caused by any negligent error, omission or act with
minimum limits of $1,000,000.00 per claim, $2,000,000.00 annual
aggregate.
SUBCONTRACTING LIABILITY
(1) Without limiting any of the other obligations or liabilities of the
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CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing
work under the contract, at the Subcontractor's own expense, to maintain
during the engagement with the CITY, types and limits of insurance that are
appropriate for the services/work being performed, comply with all applicable
laws and are consistent with industry standards. The Subcontractor’s liability
insurance shall name CONTRACTOR as an additional insured.
(2) CONTRACTOR shall obtain and monitor the certificates of insurance from
each Subcontractor. CONTRACTOR must retain the certificates of insurance for
the duration of the contract and shall have the responsibility of enforcing
insurance requirements among its subcontractors. The CITY shall be entitled,
upon request and without expense, to receive copies of these certificates.
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Contract 8263
Exhibit E
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/filinginfo/1295/
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: 0B317F9E-4B17-4BDB-BCE9-49AA13DE79B6
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) and by City of Denton
Ethics 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 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
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?
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: 0B317F9E-4B17-4BDB-BCE9-49AA13DE79B6
HACH COMPANY
EXHIBIT F
X
8/22/2023
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy
reference, 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 regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by 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) A local 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 governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more
than $100 in the 12-month period preceding 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 shall 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 government officer of that local governmental entity, or a family member
of 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 governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after 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 governmental 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 government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3rd 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 right-of-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 gifts
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) Ineligibility
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.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
DocuSign Envelope ID: 0B317F9E-4B17-4BDB-BCE9-49AA13DE79B6
Certificate Of Completion
Envelope Id: 0B317F9E4B174BDBBCE949AA13DE79B6 Status: Completed
Subject: Please DocuSign: City Council Contract 8263 HACH W-WW Treatment Products
Source Envelope:
Document Pages: 24 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Crystal Westbrook
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
crystal.westbrook@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
8/16/2023 2:23:30 PM
Holder: Crystal Westbrook
crystal.westbrook@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Crystal Westbrook
crystal.westbrook@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 8/16/2023 2:34:32 PM
Viewed: 8/16/2023 2:34:47 PM
Signed: 8/16/2023 2:35:51 PM
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: 198.49.140.104
Sent: 8/16/2023 2:35:54 PM
Viewed: 8/17/2023 9:50:39 AM
Signed: 8/17/2023 9:51:06 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Mack Reinwand City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 8/17/2023 9:51:09 AM
Viewed: 8/18/2023 1:42:48 PM
Signed: 8/18/2023 4:50:52 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
David Mueller
dmueller@hach.com
Vice President, Service
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 75.71.80.9
Sent: 8/18/2023 4:50:55 PM
Viewed: 8/21/2023 6:57:28 AM
Signed: 8/22/2023 5:13:20 PM
Electronic Record and Signature Disclosure:
Accepted: 8/21/2023 6:57:28 AM
ID: f139add1-75e8-489e-ba04-8ba893a829aa
Signer Events Signature Timestamp
Stephen D. Gay
stephen.gay@cityofdenton.com
Director,
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 8/22/2023 5:13:24 PM
Viewed: 8/23/2023 8:22:05 AM
Signed: 8/23/2023 9:52:54 AM
Electronic Record and Signature Disclosure:
Accepted: 8/23/2023 8:22:05 AM
ID: 01d5aab5-1d4f-41ef-b4f1-5335350bc48f
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 8/23/2023 9:52:57 AM
Viewed: 9/20/2023 10:29:41 AM
Signed: 9/20/2023 10:29:59 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 9/20/2023 10:30:01 AM
Viewed: 9/20/2023 11:29:36 AM
Signed: 9/20/2023 11:29:42 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jesus Salazar
jesus.salazar@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 9/20/2023 11:29:45 AM
Viewed: 9/20/2023 12:22:49 PM
Signed: 9/20/2023 12:24:03 PM
Electronic Record and Signature Disclosure:
Accepted: 9/20/2023 12:22:49 PM
ID: 3ca1ec54-b3eb-473d-83a9-3fc32d28e66b
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 8/16/2023 2:35:54 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 8/23/2023 9:52:57 AM
Viewed: 8/23/2023 3:05:25 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 9/20/2023 12:24:07 PM
Viewed: 9/20/2023 1:37:56 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Daniel Parish
daniel.parish@cityofdenton.com
Plant Manager
Security Level: Email, Account Authentication
(None)
Sent: 9/20/2023 12:24:08 PM
Electronic Record and Signature Disclosure:
Accepted: 9/14/2023 2:05:40 PM
ID: 01ddb5e8-5110-48cb-86e2-09ae16922575
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 8/16/2023 2:34:32 PM
Certified Delivered Security Checked 9/20/2023 12:22:49 PM
Signing Complete Security Checked 9/20/2023 12:24:03 PM
Completed Security Checked 9/20/2023 12:24:08 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
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and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
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documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
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required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: David Mueller, Stephen D. Gay, Jesus Salazar, Daniel Parish
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
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To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
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disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
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print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
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available to me by City of Denton during the course of my relationship with you.