Loading...
23-1662ORDINANCE NO. 23-1662 AN ORDNANCE OF TEn CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION. AUTHORIZING THE CITY MANAGER, TO EXECUTE A CONTRACT WITH EACH COMPANY, FOR THE PURCHASE OF FLACH BRAND PRODUCTS, INCLUDING INSTRUMENTATIONS AND CHEMISTRY FOR THE WATER AND WASTEWATER DEPARTMENTS, WHICH IS THE SOLE PROVDER OF THIS SOFTWARE. IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, WHICH PROVDES THAT PROCUREMENT OF COMMODITIES AND SERVICES THAT ARE AVAILABLE FROM ONE SOURCE ARE EXEMPT FROM COMPETITIVE BIDDING, AND IF OVER $50,000, SHALL BE AWARDED BY THE GOVERNING BODY; PROVIDING FOR THE EXPENDITURE OF FUNDS TFnREFOR; AND PROVEDING AN EFFECTIVE DATE (FILE 8263 – AWARDED TO HACH COMPANY, FOR THREE (3) YEARS, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $770,000.00). WHEREAS, Section 252.022 of the Local Govemment 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; need not be submitted to competitive bids; and WHEREAS, this procurement was undertaken as part of the City’s governmental function[Water and sewer service] ; 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 8263 HACH Company $770,000.00 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; need not be submitted to competitive bids. SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager, or their designee, is hereby authorized to execute the contract relating to the items specified in Section 1, attached hereto, and the expenditure of funds pursuant to said contract is hereby authorized. SECTION 5. The City Council of the City of Denton hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. Th, m,ti,„ t, ,pp„,, thi, „di„,„ce w„ m,de by P,vI n,i h , I m seconded by q ffh-\ R&K.. . The ordinance was passed and approved by the following vote U - ILl : Aye J J Ji £ £ L/ Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck, District 2: Paul Meltzer, District 3: Joe Holland, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6:/ PASSED AND APPROVED this the I I t day of , IcH\b, / , 2023 #dAz/'/ GERARD HUDSPETH, MAYOR q 1. Lp + 'qn \i U : ATTEST: JESUS SALAZAR, CITY SECRETARY L\\1111111/ MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella Lunn DN: cn=Marcella Lunn, \IUKE: ityofdenton.com, c=US Date: 2023.08.24 20:3 1 :20 -05'OO' BY: -\N,WcW\ II lir\t \'If, +Iq ? )Ba • II LII JIllttl DocuSign Envelope ID: 0B317F9E4B174BDB-BCE949AA13DE79B6 DENTON Docusign City Council Transmittal Coversheet 8263FILE File Name I HACH w–ww TREATMENT PRODUCTS P„chasi„gCo„tact c 'Y't’1 w''tb'"k City Council Target Date SEPTEMBER 19’ 2023 Piggy Back Option Contract Expiration Ordinance Not Appllcab1 e SEPTEMBER 19, 2028 23-1662 DocuSign Envelope ID: 0B317F9E4B174BDB-BCE949AA13DE79B6 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND lIACH COMPANY (Contract #8263) 09/19/2023 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) (b) (C) (d) (e) (f) Special Terms and Conditions (Exhibit “A”); Supplier’s Sales Framework Agreement (Exhibit “B”); Supplier’s Product Discount List. (Exhibit "C"); Insurance Requirements (Exhibit “D”); Certificate of Interested Parties Electronic Filing (Exhibit “E”); 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 SRAI,L, 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 Contract 8263 DocuSign Envelope ID: 0B317F9E-+B17-+BDB-BCE949AA13DE79B6 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 certiBes 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 ceniftes 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 certiftes 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 $rearm 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, Contract 8263 DocuSign Envelope ID: 0B317F9E4B174BDB-BCE949AA13DE79B6 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. THIS AGREEMENT nAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. AUTHORIZED SIGNATURE Printed Name: Davld Mue11er Stephen D. Gay Title. v1 ce PresIdent, Service SIGNATURE PRINTED NAME 1-800-227-4224 D1 rector , TITLE PHONE NUMBER Water Uti11ties dmue1 1 er@hach . com DEPARTMENT EMN]IA?BFSS TEXAS ETHICS COMMISSION CERTIFICATE NUMBER ATTEST:CITY OF DENTON, TEXAS CITY SECRETARY SMA Huq£qBY: L ._______._ .= SARA HENSLEY CITY MANAGER Contract 8263 DocuSign Envelope ID: 0B317F9EJIB174BDB-BCE9Jj9AA13DE79B6 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Contract 8263 DocuSign Envelope ID: 0B317F9E4B174BDB-BCE9dj9AA13DE79B6 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. Contract 8263 DocuSign Envelope ID: 0B317F9E4B174BDB-BCE9-49AA13DE79B6 Exhibit B 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”) Term per Exhibit A 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, Hach Sales Framework Agreement Template, 2015 -08.docx 1 DocuSign Envelope ID: 0B317F9E4B174BDB-BCE949AAI 3DE79B6 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- Title Date By: Title: 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 Hach Sales Framework Agreement Template, 2015-08.docx 2 DocuSign Envelope ID: 0B317F9E4B17-+BDB-BCE9Jt9AA13DE79B6 ADnendix A TERMS & CONDITIONS OF SALE FOR lIACH COMPAnY PRODUCTS AND SERVICES HACH COMPANY Headquarters P.O. Box 389 5600 Lindbergh Drive Loveland, CO 80539-0389 Phone: 800-227~4224 Fax 970469-2932 E-Mail: orders@hach.com quotes@hach.com techhelp@hach.com Export Phone: 970469-3050 Fax 970~461 -3939 Email: intl@hach.com U. S. A Remittance 2207 Collections Center Drive Chicago, IL 60693 Purchase Orders PO Box 608 Loveland, CO 80539-0608 Wire Transfers Bank of America 231 S. LaSalle St Chicago, IL 60604 Account: 8765602385 Routing (ABA): 071 000039 Be Right- Quotation Aldendum WebSite: ww.hach.com ADVANTAGES OF WORKING WITH HACH Technical Suonort Pick&Ship’M Hach ServicePlus@> Programs Provides post-sale instrumentation and application support Pick&Ship'" Program offers a better way to keep your supplies in stock a Convenience of one purchase order for Instrument Protection and Service a a a a a Savings of more than 20% versus a “pay as you go“ approach Freedom from maintenance WaTy-free compliance with Hach's certification Fixed maintenance budget for the entire year Hach’s highly skilled Technical Support staff is dedicated to helping you resolve technIcal issues before, during and after the sale. Available via phone, email, or live online chat at Hach.com! Toll-free phone: 800-227-4224 E-mail: techhelp@hach.com a Flexibility to change, cancel or create the entire year a a a a 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 a www. Hach.com/pickandship www.hach.com/service-contracts ADVANTAGES OF SIMPLIFIED SHIPPING AND HANDLING Safe & Fast DeIIvery a a Receive tracking numbers on your order acknowledgement Hach will assist with claims if an order is lost or damaged in shipment 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. No additional invoice to process - save on time and administrative costs Only pay shipping once, even if multiple shipments are required Pricing Effective 9/1/2018 Second Day Next Day Delivery Delivery (Alaska & Hawaii) (Alaska & Hawaii) $91.51$48.14 $76.72 $145.86 $208.91$107.34 $282.46$145.87 $151.70 $285.96 $179.91 $348.12 $185.99 $353.77 $363.97$186.85 $206.11 $397.36 $438.15$231.03 6% of Net4% of Net Order Value Order Value Collect 4 Handling Fee 9/1/1 8M $8.79 $9.34 $9.83 $10.18 $11.12 $12.84 $15.81 $18.44 $21.28 1 2 3 4 Shipping & Handling charges show are only applicable to orders billing and shipping to U.S. destinations. Shipping & Handling charges WII 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 sukject to change Wthout notice. Additional Shipping & Handling charges WII be applied to orders containing bulky and/or especially heavy orders. Refrigerated and all vleather 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 freedng, causing sensor failure. Must be shipped over night or 2nd day air during the cold weather months. 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. Hach Company all assess a collect handling fee on orders Wth collect shipping terms. mlb handling fee covers the additional costs that Hach Company DocuSign Envelope ID: 0B317F9E2IB174BDB-BCE949AA13DE79B6 incurs from processing and managing collect shipments. DocuSign Envelope ID: 0B317F9E4B17J+BDB-BCE9d+9AA13DE79B6 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. DocuSign Envelope ID: OB317F9E4B174BDB-BCE949AA13DE79B6 TERMS AND CONDITIONS OF SALE FOR HACH® PRODUCTS HACHCOHPANY 1 5600 Lindbergh Drive 1 PO Box 389 1 Lovetand. Colorado 80539 1 P 970.669 30S0 IF 970.669 2932 1 hach com TEnnis &coNDrrlONS OF SALE FOR HACH COMPANY PRODUcrs AND SERVICES This document sets forth the Terms & Conditions of Sale for ga>ds manufactured and/or supplied, and services provided, by Hach Company of Loveland, Colorado (•’Hach-) and sdd to the origind purchaser thereof ('Buyer’). Unless otherwise specificdly stated herein, the term -Hach' includes only Hach Company and none of its affiliates. Unless otherwise specificdly stated in a previouslyexecuted 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 sde ofHach's goods and/or sdrvices (-Products-) APPLICABLETERMS&CONDITIONS:ThweTerms&ConditionsafSale are contained directly and/or by ref©ence in Hach's offer. order acknowledgment. and irrvoice documents. The first of the fdloUng acts consdtutes an acceptance d Hach's offer and not a oounteraffu and aeates a contact at sale ('Conaact-) in accordance with these Terms & CondItions: a) Buyer's issuance of a purchase order document against Hach's often ai) acknowledgement at Buyer's order by Hach; or On) commencement of any perfumanc8 by Hach pursuant to Buyer's order. Prwisions contained in Buyer's purchase documents (including dectronic commerce interfac8s) that materially alter, add to or subtract from the provisions of these Terms & Conditions of Sale are not a part of the Contract, CANCELLATION: Buyermaycancel goodsorderssubjecttofaircharges for Hach's expenses including handling, inspectIon, rostocking. frdght and invoicIng charges as applicable, provided that Buy8r 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 duradon af the service plan. In3pecUons and reinstatement foes may apply upon aancellation orexpiration 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 cunpliance requirements, DELIVERY: Deltvay all be accundished FOB Destinaion located in Ames, Iwa or Lavdand, Cduado, Urited Stdes (Inootums 2010). Fu orders having a find desbna6on abin Ore U.S.f legal bdo and rigk of loss or danage pass to Buyer uml transfer to the fist emin For uders haing a find destination outgde the U.S., legd title and dYk cf Ion or damage pass to Buyer Wren the F+ajucts enter interndiond waters or drspac8 or cross an irtemalondfron6er, Hach UII use mnmerddly raasonable dtcxts to delve the F+r>ducts ordwed h©dn Wthn the time specifiai on the face d ths Contract or, if no time is specified. dOIn Hach's normd lead+me necessary for Hach to ddhge he Products sold hereunder. Upon Him agreement Uth Buyer and fu an addi6ond ctwge, Hach ali deliver the Prajucts on an expedited bags. Standard service delivery hours are 8 am - 5 pm Monday through Friday, 8xduding holidays. INSPECTION: Buyer WIll promptty inspect and accept any Products delivered pursuant to this Contract afte receipt of such Product& in the event the PKxlucts do not conform to any applicable specincatjons, 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 ddivered 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 pdc% are in U.S. dollars and are based on deliveryasstatedabove. Pricesdo not include any chargesforservicessuch as insurance; txokerage fees; sales. use, inventory or excise taxes; import or export duties; specid financing fees; VAT. incune or royalty taxes imF)sed outside the U.S.; consular fees; special permits or licenses; or other charges imposed upon the producUon. sde. distribution. or delivery of Products. Buyer will either Py any and all such charges or provide Hach with acceptable exemption certificates, which obligation survives petfumance under this Contract. Hach rueNes the right to establish minimum order sizes and will adviseBuyeraccordingly PAYMENTS: AI payments must be made in U.S. dollars. For Internet orders. the purchase price is due at the and manner set forth at www.huh.com. Invoices for all other orders are due and payable NET 30 v. 201849-17 2 Be Right'- DocuSign Envelope ID: OB317F9E4B174BDB-BCE949AA13DE79B6 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, Hac,h 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 law1 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_i/b% per i-£ith Of the maximum rate permitted bY lawl if lowerl 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 (9;comf>in; any of the above rights and remedies as is practicable and permitted by law. Buyer is prohibited from setting off any and all ionies owed under tr:is frii’any SEer–-si-ii, whether liquid?ted 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 requirements1 FIach m& treat such failure as reasonable grounds for repudiation of this Contract, in which case reasonable cancellation charges shall be due Hach. Buyer grants Hat,h ; 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.G.1 as well as the remedies stated above for late payment or non-payment. See ]Wfor further wire transfer requirements. TERMS AND CONDITIONS OF SALE FOR HACH® PRODUCTS 1. LIMITED WARRANTY: Hach warrants that Products sold hereunderwill be free from defects in material and workmanship and will, when used in at,..cordan(..e with the manufacturer’s operating and maintenance instructions, conform tO any express written warranty pertaining to the specific goods purchased1 which for most Ha<..h 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 functionihg equLL lent 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 parti:ula; purposel 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 replacement1 credit or refund ?'. INDEMNIFICATION: Indemnification applies to a partY and to such paFtY’s successors-in4nterest, assignees, afFiliates, directors, officers, and employees f'lndemnined Parties"). Hach is responsible for and will defend, indemnify and hold harmless the Buyer Indemnified Parties against all losses! c,laims1 e;peises OF 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 &efend9 indemnify and hold harmless the Hach Indemnified Parties against all losses, claims, expenses or damages which may result from accident injuryl damagE’-oF death due to negligence, misuse or misapplication of any goods or services1 violations of law1 or the breach of any provision of this Contra bt 8y &;e Buy;rl’ ib affiliates, or those emploYed bYl controlled bY or in privitY with them- BuYer’s workers’ compensation immunity, if any, does not preclude or limit its indemniication obligations. To the extent allowed by law • PATENT PROTECTION: Subject to all limitations of liability provided herein, Hachwilll with respect to any Products of Hatph's design ormanufacture1 indemniQ BuYer from anY and all damages and costs as finalIY 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 sde or normal use of any Products sold to Buyer hereunder and from reasonable expenses incurred by Buyer in defense of such suit if Ha<..i does not undertake the defense thereof, provided that Buyer promptly notifies Hath of such suit and offers Hal..h 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 sdely 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.infringng productsl or modify them so they become non-infringing, or remove the Products and refund the purchase prIce (prorated for depreciation) and th8 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 gocxis 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 Hat,h conditions are subject to additional charges for labor, travel and parts: (a) equipment alterauons not authorIzed in wrltjng byHach; (b) damage resulting from writing before the Products’ delivery date. Services which must be performed as a result of any of the following 3. TRADEMARKS AND OTHER LABELS: Buyer agrees not to remove oralter any indicia of manufacturing origin or patent numbers contained on or within the Products, including without limitation the serial numbers or trademarkion 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 WII be bound by all such license agreements. noe to software remains with the applicaUe licensor(s). In connection with Buyer’s use if 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, nohrevocable license to use1 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 readabie or physical components, mask works or artwork, or otherwise, which Hach considers propdetary1 including but not limited to service and maintenance manuals. Buyer and its customers, employees and agents will keep confidenHal all such ProprIetary Information obtained directly or indirectly from Hach and will not transfer or disclose it without Hat,h’s prIor wrItten consent, or use it for the manufacture, procurement, servicing or calibration of Products or any similar products1 or cause such products to be manufactured, serviced or calibrated by or procured from any other source1 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 Pdic,y, located -athttp://www.hach.com/privacy pciicy. 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 liabiity or obligation to incorporate such changes or improvements to Products ordered by Buyer unless agreed upon in v. 20184)9-1 7 3 Righ DocuSign Envelope ID: 0B317F9E4B174BDB-BCE949AAI 3DE79B6 TERMS AND CONDITIONS OF SALE FOR HACH® PRODUCTS mprr>per use or handling, acadent. neglect. power surge, or operation in an envIronment or manner in #bic:h tIn instrument is not designed to operate or is not in accordance with Hach's operating manuals; (c) .he use of parts or accessories not provided by Hach; (d) damage resulting from acts of war, terrorism 3r nature; (e) services outside standard business hours; (f) site prework not complete per proposal; or :9) any repairs required to ensure equipment meets manufacturer’s specifications upon activation of a 3efvlce agreement. 7. SITE ACCESS / PREPARATION / won(ER SAFrrY / ENViRONMEFfrAL COMPLIANCE; in connection with S8NiCU provided by Hach. Buyer agrees to permit prompt access to equipment. Buyer assumes full ruponsibility to back. up or otherwise protect its data against loss, damage or deskucgon before services are performed. Buyer is the operator and in full contrd of its premIses, including those areas where Hach employees or contractus are performing service. repair and maintenance activities. Buyer will ensure that all nocusary measures are taken tar safety and securIty d working conditions. sites and installations during the performance of seNicu. Buyer is tIn generator of any resulting wastes. induding wittx>ut limitation hazardous wastes. Buyer is solely responsitle to arrange for the disposal of any wastes at its own expense. Buyer will. at its own expense, prwide Hach employees and contractors working on Buyer's premises with all information and training required under appIIcable safety compIIance regulations and Buyer's poIIcies. 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 comlilance 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 rut create orexpand any warranty or obligation of Hach and does not serve to alter, amend. limit or supersede y part cf this Contract 8. UMITATIONS ON USE: Buyer will not use any Products for any purpose other than those identified in Hach's catdogs and lit€ature as intended uses. Unless Hach has a]vised the Buyer in writing. in rn 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) clearanceunlessandonlytotheextenttheProduct has such clearance. Buyer will not sell. transfer. export or re export any Hach Products or technology for use in activities which im(Ive the design. development. production, use or stockpiling of nuclear, chemical or biological weapons or missiles, nor use Hach Products or t6chnology in any facility which engages in activities relating to such weapons. Unless the -shipto" address is in California, U.S.A, the Products are not intended for sale in Californiaand may lack markings nquired by California Proposition 65; aocordingly, unless Buyer has ordered Products specifying a Cdifornia shiFHo 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 UCENSES AND COMPUANCE waH 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 dI necessary export licenses in connection with any subsequent export. reexport. transfer and use of all Products and t8chnology delivered hereunder. Buyer will comply with all locd, national. and other laws cf dI jurisdictions globally relating to anU€onuption. bribery, extation, kickbacks. or similar matters which are applicatle 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 cf value will be offered, promised. paid or transferred, directly or indirectly, by any person or entity, to any government c#Hdd. gwemment employee. or employee of any company owned in part by a government. pditical party, pciitical party afficid, or candidate for any government office or politicd party office to induce such organizations or persons to use thUr 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 britnry. acceptance of or acquiescence in extortion. kickbacks or cXher unlawful or improper means of obtaining business or any v. 201849-17 4 faD; Be Right’- DOCuSign Envelope ID: 0B317F9EJtB174BDB-BCE949AA13DE79B6 TERMS AND CONDITIONS OF SALE FOR HACH® PRODUCTS improper advantage. with respect to anY cf BuYer’s activities related to tHs Contract. Hach asks BuYer to 'SWak and the U.S., (ii)elsewherein the U.S. if Buyer has minimum contacts with the HP£://laiWRE_f#eMRa-g£Mri89ul8j8n&m89AwgffxMt€wfum$? aheM)%fgFg@t988rU.S. but iiot Colorado, or (iii) irl a neutral locabon if Buyer does not have minimum contacts Heldine H>rtal. - - – ' ' with the United States 10. RELATIONSHIP OF PARTIES: Buyer is not an agent orrepresentaUve of Hachandwi11 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 comdlance department constitute the entire agreement between the parties and supersede any prior agreemenb or and received a separate duly-authorizedletterfrom Hachsettingforththe scope and limitations of such authorization. represenbtions, whether oral or written. No change b or modification of +rese Terms & CondiOons shall be binding upon Hach unless in a written instrument specifically referencing hat it is amending 11. FORCE MAJEURE: Hach is excused from prformance d its obllgauons under this Contract to the these Terms & Conditions of Sale and signed by an authorized representative of Hach. Hach rejecb 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 bme. whedler 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 irrespeclve of :i £:LraranTgEE? 'laTQran£HrHcEL311 Egis:mgnPfE:; fiFssJE:gig?vg=ilw3:Lh?££:lli£i%:s;8;a£ycEtr:FiS::rHachls acwphnce of Buyers order for he descHEnd goods and seMcns" terrorists: wac material shortages or delays in deliveries to Hach by third partjes. 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 nd transfer or assign this Contract or any rights orinterests hereunder without Hach's prior written consent. Failure of either party to insist upon strict perforlllance of any provision of this Contract, or to exercise any right or privilege contained herein, or the waiver af any breach of the terms or conditions of this Contract MII not be construed as thereafter waking 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 +1-97{}663.1377 and speaHng 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 prwide a ten (10) day grace period to verify any wire transfer instruction changes before any outstanding payments are due using the new instructions 21. UNITATION OF LIABILITY: None of the Hath Indunnifiul Parti% will be lidile to Buyu under aty drcumstancu for my spedd, treble, inddentd or mn$equultid danagw, including without irrItation, damage to or loss of property other than for the Products punhased herwndv; danage$ incurred in installation, repair or nplawnent, lost pro6ts, rwlue or opportunitH loss of use; lossu ruulting from or nlatul to ck>wltime af the products or inaulmte nw$urunents or reporting; the aost of substitute producis; or claiaB af BUyer’s customers for such danagu, howsowu aused, and whether based on wanuty, contract, and/or tort Onchding negligenoe, strict liablity or otherwise). The taU lidility of the Hat;h IrxIHnnified Partiu arising out of the performanoe or nonlmformanoe hereunder or Hach's obligdions in wnnection with the duign, muufacture, sde, delivery, nd/or in of Pn>ducts will in no drcunstanoe exoeed in the aggregate a sum equal to twin the amount actually paid to Ha:h for Products deliwred hweunder. 22. APPLICABLE LAW AND [IUUTE RESOLUTION: Th calstnx:tion 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<ieleting 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 v. 20 1849-17 5 Be Right'- DocuSign Envelope ID: 0B317F9E4B174BDB-BCE949AA13DE79B6 EXHIBIT C HACH COMPANY City of Denton Discounts Hach Lab Instruments Hach Lab Accessories/Consumables Hach Lab Chemistries (includes test Hach Lab Resale Hach Lab Micro }®mpler Instruments jsampler Accessories/Consumables I Sampler Chemistries Hach ProcessIMr ts Hach Process Accessories/Consuma Hach Process Chemistries WI Instruments GU Accessories/Consumables GU Chemistries ) jorbisphere Accessories/Consumables Orbisphere Chemistries Hach Lab Hach Lab Hach Lab Hach Lab Hach Lab Sigma Samplers Sigma Samplers Sigma Samplers Hach Process Hach Process Hach Process GU Process GU Process GU Process Orbisphere Orbisphere Orbisphere LI LA LC LR LM SMP SMPA SM PC HP HPA HPC 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%M 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 3les Shipping Free Ground Shipping DocuSign Envelope ID: 0B317F9E4B17J+BDB-BCE9219AA13DE79B6 EXHIBIT D 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 mod Oled 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. HACH W-WW Treatment - 8263 DocuSign Envelope ID: 0B317F9E4B174BDB-BCE949AA13DE79B6 •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. 0 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 certifrcate 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 HACH W-WW Treatment - 8263 DocuSign Envelope ID: 0B317F9E-tB174BDB-BCE949AA13DE79B6 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 specifrcations, and shall be maintained in compliance with these additional specifrcations 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. 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 HACH W-WW Treatment - 8263 DocuSign Envelope ID: 0B317F9EJIB17dIBDB-BCE9dj9AA13DE79B6 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: aS 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 HACH W-WW Treatment - 8263 DocuSign Envelope ID: 0B317F9EzIB17dIBDB-BCE9J+9AA13DE79B6 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. HACH W-WW Treatment - 8263 DocuSign Envelope ID: 0B317F9EJIB174BDB-BCE949AA13DE79B6 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. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www .ethics. state.tx.us/filinginfo/ 1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Contract 8263 DocuSign Envelope ID: 0B317F9E4B174BDB-BCE949AA13DE79_Be- ' EXHIBIT F CONFLICT OF INTEREST QUESTIONNAIRE - For vendor or other person doing business with local governmental enti' This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as 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 thI 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. a M HACH COMPANY 2 1 1 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. Ttris 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? E Yes a 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?E Yes a 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? a Yes a No D.Describe each employment or business and family relationship with the local government officer named in this section 4 5 Ld I have no Conflict of Interest to disclose. 8/22/2023 fUsiness with the governmental entitymr Date DocuSign Envelope ID: 0B317F9E4B174BDB-BCE949AA13DE79B6 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 ofthe Local Government Code may be found at http://www.statutes.legis.state,a.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 govemmental 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 q 176.003(a){2){A) and (B): (A) Alocal government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds 52,500 during the 12-month period preceding the date that the officer becomes aware that (i) acontract between the local govemmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vqKk)c (B) has given to the local govemment officer or a family member ofthe officer one or more gifts that have an aggregate value ofmore 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 govemmental 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 ofthe officer, described by Section 176.003(a)(2)(A); (2) has given a local govemment officer of that local govemmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local govemmental entity. (a- 1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local govemmental entity; or (B) submits to the local govemmental 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 oaicer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3d degree of affinity (marriage) or consanguinity rblood 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 rightof-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gift cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year, Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) 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. 'orm provided by Texas Ethics Commission www. ethics . state . tx . us Revised 11/30/2015 Certificate Of Completion Envelope Id: 0B317F9E4B174BDBBC}E949AA13DE79B6 Subject: Please DocuSign: City Council Contract 8263 HACH W-WW Treatment Products Source Envelope: Status: Completed Document Pages: 24 Certificate Pages: 6 AutoNav: Enabled Signatures: 6 Initials: 1 Envelope Originator: Crystal Westbrook 901 B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.10 Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 8/1 6/2023 2:23:30 PM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Crystal Westbrook crystal.westbrook@cityofdento n.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 8/16/2023 2:34:32 PM Viewed: 8/16/2023 2:34:47 PM Signed: 8/16/2023 2:35:51 PM Completed Using IP Address: 198.49.140.10 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 8/16/2023 2:35:54 PM Viewed: 8/17/2023 9:50:39 AM Signed: 8/17/2023 9:51 :06 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication (None) 'DocuSign•d bIC IALArtLLhbAhh '4B070831B4AA438. Sent: 8/17/2023 9:51 :09 AM Viewed: 8/18/2023 1 :42:48 PM Signed: 8/18/2023 4:50:52 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign David Mueller dmueller@hach.com Vice President, Service Security Level: Email, Account Authentication (None) 'DocuSign•d by I OdI A~uLLLw F67F2B6D940549E Sent: 8/18/2023 4:50:55 PM Viewed: 8/21/2023 6:57:28 AM Signed: 8/22/2023 5:13:20 PM Signature Adoption: Pre-selected Style Using IP Address: 75.71.80.9 Electronic Record and Signature Disclosure: Accepted : 8/21/2023 6:57:28 AM ID: f1 39addl-75e8-489e-ba04-8ba893a829aa Signer Events Stephen D. Gay stephen.gay@cityofdenton.com Director, Security Level: Email, Account Authentication (None) Signature 'DoaISW br I y@ 9. „,9EBFF5658E56482 Timestamp Sent: 8/22/2023 5:13:24 PM Viewed: 8/23/2023 8:22:05 AM Signed: 8/23/2023 9:52:54 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted: 8/23/2023 8:22:05 AM ID: Old5aab5-ld4f41 ef-b4fl-5335350bc48f Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Completed Sent: 8/23/2023 9:52:57 AM Viewed: 9/20/2023 10:29:41 AM Signed: 9/20/2023 10:29:59 AM Using IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdentan.com City Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 9/20/2023 10:30:01 AM Viewed: 9/20/2023 1 1 :29:36 AM Signed: 9/20/2023 11 :29:42 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 9/20/2023 11 :29:45 AM Viewed: 9/20/2023 12:22:49 PM Signed: 9/20/2023 12:24:03 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted: 9/20/2023 12:22:49 PM ID: 3calec54-b3eb473d-83a9-3fc32d28e66b In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Status Timestamp Certified Delivery Events Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 8/1 6/2023 2:35:54 PM Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 8/23/2023 9:52:57 AM Viewed: 8/23/2023 3:05:25 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 9/20/2023 12:24:07 PM Viewed: 9/20/2023 1 :37:56 PM Daniel Parish daniel.parish@cityofdenton.com Plant Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/14/2023 2:05:40 PM ID: 01 ddb5e8-511048cb-86e2-09ae 16922575 Sent: 9/20/2023 12:24:08 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 8/16/2023 2:34:32 PM 9/20/2023 12:22:49 PM 9/20/2023 12:24:03 PM 9/20/2023 12:24:08 PM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: David Mueller, Stephen D. Gay, Jesus Salazar, Daniel Parish 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. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms 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 electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such 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 DocuSign account. This will indicate to us that you have withdrawn your consent to receive 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. 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 in your DocuSign account by following the process for changing e-mail in DocuSign. 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 Browsers (for SENDERS): Browsers (for SIGNERS): I I lternet ExF NetSca'7.2 (or above) Kess to a valid email account x Email Screen Resolution Enabled Security Settings • Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via roxy connectlon ## 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 e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and 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: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can 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, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.