2015-255ORDINANCE NO. 2015 -255
AN ORDINANCE APPROVING THE EXPENDITURE OF FUNDS FOR THE PURCHASE
OF A PHOSPHAX PHOSPHOROUS CONTROL SYSTEM FOR REAL TIME METERING
OF PHOSPHOROUS AT THE PECAN CREEK WATER RECLAMATION PLANT
INCLUDING ONE (1) YEAR MAINTENANCE AND A THREE (3) YEAR AGREEMENT
FOR THE PURCHASE OF PARTS, WHICH ARE AVAILABLE FROM ONLY ONE
SOURCE AND IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022,
SUCH PURCHASES ARE EXEMPT FROM REQUIREMENTS OF COMPETITIVE BIDS;
PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE (FILE 5891- AWARDED TO HACH COMPANY IN THE THREE (3)
YEAR NOT -TO- EXCEED AMOUNT OF $335,947).
WHEREAS, Section 252.022 of the Local Government Code provides that procurement
of items that are only available from one source, including; items that are only available from
one source because of patents, copyrights, secret processes or natural monopolies; films,
manuscripts or books; electricity, gas, water and other utility purchases; captive replacement
parts or components for equipment; and library materials for a public library that are available
only from the persons holding exclusive distribution rights to the materials; and need not be
submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned in
the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as described
in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license
terms attached are hereby approved:
FILE
NUMBER VENDOR AMOUNT
5891 Hach Company $335,947
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including, items that
are only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids.
SECTION ww3. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts relating to
the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby
authorized.
SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates
the authority to take any actions that may be required or permitted to be performed by the City of
Denton under File 5891 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval
PASSED AND APPROVED this the 1 ., day o1 "�,�� „ ",, 2015.
Chl:1�IS A'T "I'S, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
Im
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, 9018 Texas Street, Denton, TX 76209 ( "Customer ")
Productsr. Items Listed _ to A endix A and as set forth In Hach's Product C:aN.al�� e m or 1 ehslt
�_..
( "Products ")
Effective Date: September 1, 2015 ( "Effective Date ")
Expiration Date: August 31, 2016 ( "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 B; further
updated versions will be available at http_-Z www.hach.co /terms #general.) 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 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
(a) The prices for Products are the prices established by Hach from time to time in its product
catalogue. As special consideration for Customer, during the term of this Agreement, Hach will extend
Customer a 5% discount on any Hach product purchased. As additional special consideration, Hach will
extend a 10% discount off of the one RTC project under discussion as of the Effective Date. Hach's
extension of incentives with respect to any transaction shall not in any way obligate Hach to extend the
same to any subsequent transaction.
(b) For shipping, no ground freight charges apply. Freight charges will apply for expedited
shipments.
(c) 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.
(d) This agreement shall not exceed a total dollar amount of $335,947.
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
Hach Sales Framework Agreement Template, 2015- 08.docx
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, 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. The agreement may be renewed
up to two, twelve month periods. Renewals will take place automatically.
(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 Sir' i N o i a
Title: ace President, of Sales
Date:'. .... __m.
Address and /or telecopy number to which communication between the parties should be sent:
,Materials Management
City of Dentonm .......
9018 Texas Street
DentonTX 76209
A F`RR "i'7 "ED AS TO FORK
CIFY'AT"TORNEY
('A_f.Y 0 (:hr. - 6N1 N . A
BY:, ,
w
e4
Hach Company
Attention: VP & General Counsel
5600 Lindbergh Drive
Loveland, CO 80538
Hach Sales Framework Agreement Template, 2015- 08.docx 2
Hach Sa➢es Framework Agreement. Template, 2015 .08,docx
.................
. . . . . ........._...111
1-- 1111-1- . . ..... .......
PART NUMBER
ITEM DESCRIPTION . . . .......... . . .... . . .... . ......
2015 PRICING
5% DISCOUNTED PRICE
LXV404.99.00552
................
SC200
- ------- ...........
$1,842.00
$1,749.90
. . ............... . . . . ...................................... . . . . . ...... . . . . . . . . . . . . .
.... -
2976800
-
1720e Turb w/sc200
--I'll, ----- ------------- - - - -
$2,892.00
. ..... . . ............
$2,747.40
.- ...-. .......... . .. ................ . . ......... . ..... . . . . . . ........ ....... . . ...
. ........................ . ....
6010101
.. . . . . ................................... ... ......
. .
TU RB sen.....s...o......r
$1,579.00 .. . . . ...... .
.....
5
. . $1 . . ,....5......0.. ...0....... 0. ... ...
. . . ....... . . ........... . . . I I - --'
DPC1R1A -- -
p H s--
. .
.. .
$ 436.00
$414.20 .
PC1111A
pH sensor
$275.00 .
$261.25
. . .......... - - ... .. . ........ -,", ............. ............. . .
9021100
-------------
LDOII Sensor cap
------ . . . . ..... . . ............... . .
$200.00
$190.00 . . . . ...............
9020000
LDO 2 probe . ..... . .....
$1,850.00 .
$1,757.50
............ -.- .......... -,-" - -------
6010101
. .
1702e TURB ONLY
. ..........
$1,579.00
$1,500.05 . . ...........................................................
- -.- - .... . . . .....................
TNT 843
Phosphorus TNT
. . . . . ............... . . . . . . . . . . . ........... . . . ................. ---- ----
.
$52.75
. ......... . ........ . . . ...... . .
$50.11
....... --- -- ------------- -- ---------------
111-11- . . .........
TNT 844
Phosphorus TNT . ...... ...
$52.79
$50.15 ........ . . . 1111.
------------
TNT 845
-
Phosphorus TNT
-- . ......... . .
- - - ------ . . . . . .................................... . . . .......... . ---- . . . . ..... . . ........................ . . . .....
. ..... ....
$52.79
.- - ---
- " ------ ---
. $50.15
.. . ................ . - -----------------------------------------------------
--- - - ----- --------------
2983500
Solitax
$5,705.00
. . ............ . . . . . .
$5,419.75
2976300
Sonatax
. . . . ...................... ........ . . . .......... ..............
$4,792.00
- -------- . ...........
$4,552.40
. .. .. .... - . . . .................
. . . - - - - -- . . ................ .
LPV441.99.00012
.........
DR6000
. . . . ........ . .... .
$8,612.00
----
$8,181.40 ... ........ ...
. .......... ......
EQP-PAC-PMT
LuminUltra Photonmaster --------------------- .
. .........
$3,970.00
.. . . ...... - .... . ..... . . . ................. .......
$3,771.50 . ..... ........... .....................
DSA-25C
LuminUltra DSA ..........
. $360.00
$342.00
...... . . . .. ...... ... ..................
. . ..... . ......... . . . . . .
QGA-100C
..... . ...............
LumlnUltra QGA . . . . . . ....................... . . .
-1111.
$1,249.00
$1,186.55
. . . ...............
LC-SOFT-I.
LuminUltra Lifetime software
..... . . .....
$3,360.00
$3,192.00
8499000
SL1000
-1--.-------- - - - ----------- . ................. ..... . ........... . . .
$3,620.00
----- - . . .. .....
$3,439.00
. . . . . . . ................ - - - ----------
. . . ........... ---l" -------- - - - - - ----- -----------------------------
9429000 ... ..
- --
. ..... . . .......
Free Chlorine CHEIVIKEY 25 PIECE
$17.50
$16.63
. . ..........
9429100
Total Chlorine CHEIVIKEY 25 PIECE
$17.50 ...... .
$16.63
.............. . . ......
-11-1- . ......
9429000
. . . . ...........
. . ..
.
Nitrite CHEIVIKEY, 25 PIECE
$17.50
$16.63
....... . . ....
KTO CHEIVIKEY, 25 PIECE MONO-CHLOR. 25
9429600
PIECE FREE AMMONIA
. ..........
$96.25
$91.44
- -------
--- 11......... .
9425200
.....
ASSY, PACK, CHEIVIKEY
---------- . . . . . . .................. . . . ............ . ........ . . . ...............
$61.25
. ..........
$58.19
®1 - ----- . ............
. ...........
DPD1P1
pHD sc, Differential pH Digital
.
$981.00
. ......... --l"I".....- . .
$931.95
.....
- --------- . . . ..............
SB-PISV
Salt Bridge for pHD sc & pHD
........ . . . . . . .................. ............... . . . . . ..... -- -------------
$73.35 .... . . . .... . .
$96.68
. ....... ................... . ...
. ..... . . ........... . . . . ...........................
25M1A1025-115
. ..
Standard Cell solution for pHD
.
$67.65
$64.27
..... . . ...... .. ....... ... ........... ---'
LXV404.99.00552
. . .....
sc200 Controller, AC-DC
.... . ........ ...... -1-- ------------------
$1,842.00
. . . ................ . - ------
$1,749.90
. . . . . . . ...... ......
. . . ..................................................... ...
2556900
. .
as Free Chlorine reagent Set
............... . ..... ------ . ......
$51.15
$48.59 ------
--- - . . ..............
2557000
----------
. . -- . ... .. . .....
as Total Chlorine Reagent Set
----- . . . . . . . . . . ........................................................ . .. . . . . . ...........................
$53.75
1 111-1 1 ....... .
$51.06 . ......
. . . . . . ........ - - - -- .........
1895000
Lamp ASSY, 1720 D/E . . .....
$62.00 . . . ..........
$58.90
. .... - . ..... ..1111_.
--- . . . .............................. . . .
2653299
Ammonia Salicylate, pk/100
I,--,' I - . . ................. . ......................... . . .........
$73.75
- - ------------ - 1-11, . . . .
$70.06
. . . . . ................................. --- - ----------
. . . . . . . . .. .. .. ...........................
2653199 . . ............ .
......
Ammonia Cyanurate Reagent
$47.05
$44.69
. ......... . . .......................
2527025
SPADNS2 (ARSENIC FREE)
.......... . . .. . . .
$34.35
$32.63 .. ....... . .... --- ................ . . .
------ . . . . . . ................
4503400
- "I'll ... .
LAMP ASSY, ss6
$84.00
... ... ........ . .....
$79.80 .
... . . . . . ............................... .
1111
5444301
KIT, C E-ASSY MAI NT,
. .
. . . . ................ . . . . . . . . .
............ . . -3 . 30
-- - --- -- -
. . -----
2879200
FA REAGENT SET
.... . . . ........................... . . . . . . . ..... .
$98.89
$93.95 ...... . . . ......................
. ................................ I'll, ... . I --------- ------
5440002
.
.. ..............................
CL17 . . . . . ...... . ...........
$3,323.00
------ . . ..... ...
$3,156.85
"I"I'll-1-- . . . .......................... . ................................. . . .
2981500
. . ..........
CLT10
. . ..... ........ . 11.11 ...... .......... ---- . ........... . .
$4,812.00 . . .................
$4,571.40
. . . ...
Reagent for Phosphax
$101.00
$95.95
2825352
cleaning solution for Phosphax
-- . ........... . . . ........... ............. . . . .
$51.89
. ..... ..........
$49.29 .................. . . .................
. . . ........... ........ . . .
LZX018
. . ..
... . . . . ..........................
Annual Filtrax maintenance kit
- . .... . ..... . . . ..... ....... . . . . . . . . . ........................... - -
------
$1,195.00
. . . ........... . . . . . . '"'I,
$1,135.25
................ ... .. ............... . .... ......
--l", . ... . ........ . .....
LZX667
---------- - -- - --------
Filtrax maintenance kit - tubing only
. . . . . . ........... . . . . . .. . .
$410.00
$389.50
------------
LZX677
. .........
Filter e r 0 Filtrax
ior
. ........
$430.00
$408.50
. .........
Hach Sa➢es Framework Agreement. Template, 2015 .08,docx
AuluwiLn
TERMS & CONDITIONS OF SALE FOR H H COMPANY PRODUCT'S AND SERVICES
This document sets forth the Terms & Conditions of Sale for goods in anufactu red and /of' supp I led, and services provided, by Hach Company of Love land, Colorado
("I lach") air(] sold to the original purckiaser-tliereof("Buyer"), Unless otherwisespecificallystated herein, the term "Hach" includes only Hach Coin parry and none
of its affiliates. Uri less a therwise specifica I lystated in a p reviously-execuredwritten purchase agreementsigned by authorized representatives of I fach aticl Buyer',
ffiLse Terms &Conditions of Sale establish the rights, obligations and reineches off lach and Buyer which apply to this offerand any resu I drigorder or, contract for,
the sale of Hach's goods and/or services ("Products")
1, APPIACABLETERMS & C0NDfTfCNS:
These Terms & Conditions of Sale are contained directly and/or by reference in Hach's offer-, order acknowledgment, and invoice documents. The first
of the followingacts constittaunr an acceptance of Hach's offer and riot a counterofferand creates a contract of sale ("Contract") in accordance with
these Terms &. Conditions: (i) Buyer's issuance ofa purchase order docurnentagainst Hach's offer; (11) acknowledgement of Buyer's order by Hach; or
(fit) commencement of any performance by Hach pursuant to Buyer's order, Provisions contained in Buyer's purchase documents (including
electronic COlurnerce interfaces) that inateriallyalter, add to or subtract from the provisions of these Terms 9, Conditions of Sale are riot a part of the
Contract.
1 CANCELLATfON:
BUyermay 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 flach 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 reinstatement fees may apply upon cancellation or expiration of service prograrns. Seller nray 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 will be accomplished FCA Hach's facility located in Ames, Iowa or Loveland, Colorado, United States (frooterms 201.0). For orders having a
final destination within the U.S„ legal title and risk of loss or damage pass to Buyer upon transfer to are first carrier. For orders having a final
destination outside the U.S., legal title and risk of loss of, damage pass to Buyer where the Products miter international waters orairspace 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 nor trial lead-time necessary for Hach to deliver the Products sold hereunder, Upon prior
agreement with Buyerand for an additional charge, Hach will deliver the Products art an expedited basis. Standard service delivery hours are 8 am --
5 pm Monday through Friday, excluding holidays.
4 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
riot 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 riot received by Hach within thirty (30) days or delivery.
PRICES & CREPE, SIZES:
All prices are in tl,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 dudes; special financing fees; VAT, Income or royalty taxes imposed outside the U.S.;
consular fees; special permits or licenses; or offer 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.
All payments trust 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 NPT 30 DAYS front 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 riot made or, not made !if
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 of, cash -
in- advance basis even after the delinquency is Cured; (d) charge interest air the delfincluencyat a rate of 1 1/2%per month or the maximum rate
permitted 11 tied bylaw, if lower, for each month or part thereof of delinquency in payn rent plus applicable storage charges and/or- inventory carrying
charges; (a) repossess the Products for which payment has not been made; (I) recoverall costs of collection including reasonable attorney's fees; or
(g) combine any of the above rights and r ernedies as is practicable and permitted bylaw, Buyer is prohibited firorn seth ng off any and all monies
owed under this from any other stints, whether liquidated or riot, that are or may be due Buyer, which arise out Ora differ ent transaction with Hach
or any of its affiliates. Should Buyer's financial responsibility becorne unsatisfactory to Hach in its reasonable discretion, Mach 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 I lach, Buyer grants Hach a security interest in the Products to secure payment in
full, which payment releases UIL SeCLullyinterestbutonly il'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 CUSS01 if ban or termination of the existence
of Buyer, constitutes a default under this Contract and affords Hach all the remedies ofa secured party under the IJ,C,C,, as well as the fornectles stated
above for late priyment or non paymentA, See 122 for further wire transfer requirements.
7, LIMITED WARRANTY:
Hach warrants that Products sold hereunder will be free from defects in material and workmanship and will, when used it accordance with the
manufacturer's operatingand maintenance instructions, conform to any express written warrantyperunning to the specific goods pUrchased,which
for most Hach inSU'Llments is for if period of twelve (12) months from delivery. Hach warrants that services furnished hereunder will be free from
defects in workmanship for a period offirriety (90) days from the completion of the .services. Parts provided by Hach in the performance of services
may be new or refurbished parts functioningequivalent to new parts, Any non-functioningirarts that are repaired by Hach shrill become the property
offfach, No warranties are extended to consumahle items such as, without limitation, reagents, batteries, mercury cells, and light bulbs. All other
guarantees, warranties, conditions and representations, either express of- implied, whether arising under any statute, law, commercial usage or
otherwise, including unplied warranties ofmin-chantabilityand fitness for a particular purpose, are hereby excluded The sole remedy for Products not
meeting this Limited Warranty is replacement, credit of refund of the purchase price. This remedy will not be deemed to have failed of its essential
purpose so longas, Hach is Willing to provide such replacement, credit or refund.
Bach Sales Framework Agree nient Te rnpl ate, 2015-08,docx
Ind ennnificitionapplies to of party and to such par ty's successors -fit -in terest,assignees, affi I fa Les, directors, officers, "rid
Parties"), If a ch k responsible for and wi I I defend, indemnify and [told harm less the Buyer I ridemnified Ila rdes- against a I I I asses, claims, expenses or
damages which may result from accident, injury, clarnage, or death d Lie to I lach's breach of the UrriftedWarranty,flus in den) rifficati on is provided on
the condition that if I e Buyer is likewise responsible for and wi I I defend, mdemnhvand hold )farm I ass the I fach I riderrimbed Ila tries againsta I I I cases,
claims, expenses ordarnages which may resol I L from accident, injury, damage., or dearth due to the negligenceor in is Lis e or inciapp I Icarian of any goods
or services by the Buyeror a ny third partyah'i I anted or in privitywith Buyer,
y PATENT PROTECTION:
Subject w all limitations of liam4,mwded herein, Hach will, with respect w any Products ofuacmdesign at, manufacture, indemnify Buyer train
any and all damages and costs as finally determined bx a court of competeritjur isdiction for infringement ofany U.S, patent (or European
patent for Products that Hach sells to Buyer for end use ill a member state of the HAJJ that has issued as of the delivery date, solely by reason of the
sale or, normal use ofany Products sold to Buyer hereunder and from reasonable expenses incurred by Buyer in defense of soich suit if Hach does riot
undertake the defense thereof, provided that Buyer promptly notifies Hach ofsuch suit and offers Hach either (I) fit[[ and exclusive control of the
defense of such stilt when Products of Hach only at e involved, or (it) the r ight to participate in the defense ofsuch suit when products other than
those of ikich are also involved. ifach's warrantyas to use parents only applies, to infiringenientarising solely Out of the inh erent operation of the
Products according to their applications as envisioned by Mach's specfflcatjons� III case the Products are in such suit held to constitute infringement
and the rise of the Products is enjoined, Hach will, at its own expense and at its option, inther procure for Buyer the right to continue using such
Products or replace them with non inff inging products, or modify them so they become non infringing, at, 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 parent
infringement by the Products, Further', to tire sarne extent as set forth !It flach's above obligation to Buyer, Buyer agrees to defend, indemnify and hold
harridess Hoich for parent infringement related to (x) any goods manufactured to the Buyer's design, (y) set vices 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,
zu TRADEMARKS AND OTHER I.xoEI,a
Bayou- agrees not to remove or alter any iridicia of manufacturing origin or patent numbers contained oil or within the Products, including without
incitation the serial numbers or trademarks on nameplates or cast, molded of, machined components.
11. mswARc
nmuad souwx re products, a r a a or blest tome separa m so ftware n ce use agreern en t(4 acco rripanyi if g th e =nmar"
media, In the absence of such terms and for all othersoftware, Hach go an ts 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 benerit of the Products, A portion of the
software may contain or consist ","pen source software, which Buyer may use under the terms and conditions °the specifIc I icentair under °~""="
open source software is d i stri nor ted Buyer agrees that it will be bound by any and all such license agreements, Title to software remains with the
applicable licensor(s).
11 nowoocuOSunoxwonon -Us orpnopmrrxuYrnmmMAzmm
Information" means any information, technical data =know how m whatever form, including, but riot limited to, documented
information, machine readable or interpredid information, information contained in physical components, mask works and artwork, which Hach
considers proprietary or Proprietary, including but not limited to flach's service and maintenance manuals, BuyLr and its customers, employees and
agents will keep confidential all such PropT Lostary information obtained directly or indirectly from flach and will riot transfer or disclose it without
Hach's prior written consent, or ore it for the maraffaCtUre, procur ement, servicing or calibration of Products or any similar products, or cause such
products to be manufficuired, serviced or calibrated by or procured train any other source, or reproduce or other-wise appropriate it without Hach's
prior written consent, All such Proprietary Information remains property of Hach, No r ight or license is granted hereby to Buyer or its customers,
eunployees or agents, expressly or by implication, with respect to the Proprietaryfriformation or, any patent, patentapplication or otherproprietary
right of Hach, except for the limited rise licenses implied by law,
za cxxmoxsxwoxoonoNAuCHARGES:
ffach reserves the r ight to make design changes at, Improvements to any products of the same general class is Products being delivered hereunder
without liability or obligation to incorporate such changes, or improvements to Products ordered by Buyer unless agreed upon in writing before the
y date. Services which must be performed as It result ofany of the following conditions are subject to additionil charges for labor,
travel and parts: (a) equipment alterations not authorized ill writing by Flach; (b) damage resulting from improper use or handling, accident, neglect,
power surge, or operation fit an environment or inanner fit which the hISU'Unlent is not designed to operate of, is riot if) accordance with I fach's
operating manuals; (C) tile Ilse of Parts or accessories riot provided by I lich; (d) damage resulting from acts ofwar, terrorism or nature; (a) services
outside standnr d business hours; or Co site prework riot complete per proposal. (0 site prewar k. not complete per proposal; a I- (g) any repairs
required to ensure equipment ineets manufactut er's specifications upon activation ofa service agreenierilL
1.4, aoomxIrs / PREPARATION / WORKER smFFTx/ommoonmsmrm.coMpoamco.
In connection with services provided uv Tisch, Buyer agrees m permit prompt access to eqUiputent. B fall responsibility to back -up or
otherwise pr otect its data against loss, damage or destruction beffire services are performed, Buyer is the operator and III fit 11 control of its prornises,
including Those areas where Hach employees or contractors are performing service, repair and maintenance activities. Buyer will ensure that all
necessary measures are taken forsaficty and secorrhy or 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 Lot ill a disposal orany
wastes at its own expanse, Buyer will, at its own expense, provide Hach employees and contrictors working on Buyei's promises with all information
and training required under applicable safety compliance regulations and Buyer's policies, If the instrument to be serviced is in ,.I Confined Space, as
that terni is defined under OSTIA regulations, Buyer is solely responsible to make it available to be serviced in in unconfined space. Hach service
technicians will riot work in Confined Spaces. In the event thata Buyer requires Hach employees or contractors to attend safety or, compliance
training programs provided by Buyer, Buyer will pay I lach the standard hourly rate and expense reirribursernent for such training attended, The
attendance at or completion ofsuch training does riot create of, expand any warranity or obligation of flach and does riot serve to after,, amend, limit
orsupersede any part of tho; Contract,
15, LIMITATIONS omUSE:
Buyerwi I I not use any Products porany put pas e other than those identihed in Hach's catalogs and I iterature as intended uses. Un I ass I I Ich lias
advised the Buyinrin writ ing, !if no Live I It Wl I I BUyeruse any Prod tic Is in drugs, food additives, food or cosine tics, ormedica I applications for 1 11 n
or anumals. In no event will Buyer rise in any application any ProducL that requires FDA 510(k.) clearance little,", and only to the extent the Product
Ties such clearance. Any warranty granted by Hach is void ifany goods covered by such warranty are used for any Purpose riot perinitted hereunder,
11ach Balenp,mncwork AAreuoieritTvop\mte,2Ol5-O8.doc
16, EXPORT AND IMPORT LICENSES AND COMPLIANCE WITH LAWS:
Unless otherwise specified or this Contract, Buyer is responsible for obtaining any required export or import licenses, Hach represents that all
Products delivered hereunderwill be produced and supplied in compliance with all applicable laws and regulations. Buyer will comply with all laws
and regulations applicable to the installation or use of all Products, including applicable Import and export control laws arid regulations of the U.S., E.U.
and any other country having proper jurisdiction, and will obtain all necessary export I icenses in Connection with any subsequent export, re- export,
transfer arid use of all Products and technology delivered hereunder. Buyer will not sell, transfer, export or re-exportany Flash Products or technology
for, use in activities which involve the design, deVelOpMent,production, use or stockpilingof nuclear, chemical nr biological weapons or missiles, not,
use Hach Products or technology in any facility which engages in activities relating to such weapons. Buyer wil I comply with all local, national, and
other laws of all jurisdictions globally relating to and corruption,britrery, extortion, kickbacks,orsimilar 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 ,.my 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 Buyeror for Fisch, or which otherwise constitute or have the purpose or
effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or otherunlawful or improper means of obtaining
business or any improper advanarge, with respect to any of Buyer's activities related to this Contract. Hach asks Buyer to "Speak Up[" if aware of any
violation of law, regulation or our Standards of Conduct ("SOC") in relation to this Contract. See http://daiiaher.com/ivitegi-ity andcornphanceand
wwocclanaherintegrilry.com for a copy of the SOC and for access to our Helpline portal, Ifach asks Buyer to "Speak Up!" if aware of any violation of law,
regulation or our Standards of Conduct ("SOC") in relation to this Contract. See hap://danahencom/mbegrhy arid compliance arid
www.danaherivitegritycorn for a copy of the SOC and for access to our Helpline portal.
17. FORCE MAJEURE:
Flush is excused frorn performance of its obligations underthis Contract to the extent caused by acts or emissions that are beyond its control, including
but not limited to Government embargoes, blockages, seizures or freeze of assets, delays or refusals to grant an export or import license or the
suspension or revocation thereof, or any other acts of any Goverrinient; fires, needs, severe weather conditions, or any other acts of God; quarantines;
laborstriker or lockouts; riots; strife; insurrections; civil disobedience oracts ofcrinnnals 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, paymeritterms and payments
underany letters of credit will be extended for a period of time equal to the period ofdelay. Ifthe force majeure circumstances extend for six months,
flach may, at its option, terminate this ContracLWithOrit penalty and without being deemed in default at, In breach thereof.
i& NON ASSIGNMENT AND WAIVER:
Buyer will not transfer or assign this Contractor 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 thereafterwaiving any such terms, conditions, rights, or privileges, arid the same will
continue arid remain in force and effect as if no waiver had occurred.
19. LIMITATION OF LIABILITY:
None of the Hard indemnified Parties will be liable to Buyer under any circumstances for any special, treble, incidental or consequential damages,
including without linittation, 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 rise; 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, arid whether based
on warranty, contract, arid/or tort. (Including negligence, strict liability or, otherwise). The total liability of the Flach Indemnified Parties arising out of
the performance or noriperfor mance hereunder or Hach's obligations in connection with the design, manufacture, sale, delivery, avid/or use of
Products will in no dcCUMvftaoCe exceed in the aggregate a sure equal to twice the amount actually paid to Fisch for Products delivered hereunder.
20 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 specificallyagreed 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 prelorence by a court of competeritjurisdictio n (i) in the State of
Colorado, U.S.A. if Buyer has rnmarrium contacts with Colorado and the U.S., (h) elsewhere in the U.S, if Buyer has minimurn contacts with the U.S. but
not Colorado, or (III) in a neutral location if Buyer does not have minimum contacts with the United States,
21. ENTfREAGREEMFNT& MODIFICATION:
These `Perms & Conditions of'Sale constitute the entire agrLetnent between the parties and supersede any prior agreements or 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 these Terms & Conditions of Sale and signed by an authorized representative of I I ach, Ifach rejects any
additional or inconsistent Terms, & Conditions of Sale offered by Buyer at any time, whether or not such terms or conditions materially alter the
Terms & Conditions herein and irrespective of Hach's acceptance of Buyer's order for the described goods and services,
21 Additional Provisions:
WIRE TRANSFERS: Buyer and flach both recognize that there is a risk of wire fraud when individuals impersonatinga business dernand 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 -66:3 -1377 and speakingwith Hach's Credit Manager before transferringany Marine using the new wire Instructions, Both
par-ties agree that theywill not institute wire transfer instruction changes and require immediate payment under the new instructions but will
'instead provides ten (10) day grace period to verify any wire transfer instruction changes before any outstandingpayinents are due rising the new
instructions.
Hach Sales Framework Agreernent Template, 20 1 5 .08,doex