HomeMy WebLinkAboutContract 54367 CSC No. 54367
FORT WORTH
CITY OF FORT WORTH
SOLE SOURCE PURCHASE AGREEMENT
This Sole Source Purchase Agreement ("Agreement") is entered into by and between Pall
Corporation ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home rule municipal
corporation.
The Sole Source Purchase Agreement includes the following documents which shall be construed
in the order of precedence in which they are listed:
I. This Sole Source Purchase Agreement;
2. Exhibit A: Terms and Conditions;
3. Exhibit B: Conflict of Interest Questionnaire.
4. Exhibit C: Seller Contact Information
5. Exhibit D: Verification of Signature Authority
6. Exhibit E: Seller's Sole Source Justification Letter and
7. Exhibit F: Seller's Proposal
Exhibits A, B, C, D, E, and F, which are attached hereto and incorporated herein, are made a part
of this Agreement for all purposes. The Amount of this contract shall not exceed$300,000.00 for
the first year, and $50,000 for each additional renewal term.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be
executed by their duly authorized representatives to be effective as of the date signed below.
Seller Name: Pall Corporation
Authorized Signature � +
Printed Name: Louis K. Mattera
Title: Aftermarket Sales Manager
Date: August 28, 2020
City of Fort Worth
Authorized Signature
Printed Name:
1 OFFICIAL RECORD
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FT.WORTH,TX
Title:
Date:
Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
subcontractors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors and
subcontractors, or other provider of goods and/or services who act on behalf of the entity
under a contract with the City of Fort Worth.
3.0 TERM
This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on August 28, 2021 ("Expiration Date"), unless
terminated earlier in accordance with this Agreement ("Initial Term"). Buyer shall have
the option, in its sole discretion, to renew this Agreement under the same terms and
conditions, for up to four(4) one-year renewal options, at Buyer's sole discretion.
4.0 PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents held
or maintained by Buyer are subject to disclosure under the Texas Public Information Act.
To the extent permitted by the Texas Public Information Act, Buyer agrees not to disclose
Seller's confidential or proprietary information that is appropriately and clearly marked as
confidential or proprietary by Seller to third parties without Seller's prior written consent.
In the event there is a request for information marked Confidential or Proprietary, Buyer
shall promptly notify Seller. It will be the responsibility of Seller to submit reasons
objecting to disclosure. A determination on whether such reasons are sufficient will not be
decided by Buyer, but by the Office of the Attorney General of the State of Texas or by a
court of competent jurisdiction. The Parties agree that nothing contained within this
Agreement is considered proprietary or trade secret information and this agreement may
be released in the event that it is requested.
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5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any
contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer
of any land, materials, supplies or services, except on behalf of Buyer as an officer or
employee. Any willful violation of this section shall constitute malfeasance in office, and
any officer or employee found guilty thereof shall thereby forfeit his office or position
Any violation of this section with the knowledge, expressed or implied, of the person or
corporation contracting with the City Council shall render the contract invalid by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter).
6.0 ORDERS
6.1 No employees of the Buyer or its officers, agents, servants,vendors or subvendors
who act on behalf of various City departments, bodies or agencies are authorized
to place orders for goods and/or services without providing approved contract
numbers, purchase order numbers, or release numbers issued by the Buyer. The
only exceptions are Purchasing Card orders and emergencies pursuant to Texas
Local Government Code Section 252.022(a)(1), (2), or (3). In the case of
emergencies,the Buyer's Purchasing Division will place such orders.
6.2 Acceptance of an order and delivery on the part of the Seller without an approved
contract number, purchase order number, or release number issued by the Buyer
may result in rejection of delivery, return of goods at the Seller's cost and/or non-
payment.
7.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice. Each shipping
container shall be clearly and permanently marked as follows: (a) Seller's name and
address: (b) Consignee's name, address and purchase order or purchase change order
number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and
(d)Number of the container bearing the packing slip. Seller shall bear the cost of packaging
unless otherwise provided. Goods shall be suitably packed to secure commercially
reasonable transportation costs and to conform to requirements of common carriers and
any applicable specifications. Buyer's count or weight shall be final and conclusive on
shipments not accompanied by packing lists.
8.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation,and no tender of a bill of lading
will operate as a tender of goods.
9.0 TITLE AND RISK OF LOSS
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The risk of loss of the goods shall not pass to Buyer until delivery and title shall pass upon
payment.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Add.
11.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order,
purchase change order, or release order.
12.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller
shall be responsible for all charges for the return to Seller of any goods rightfully rejected
as being nonconforming under the specifications.
13.0 INVOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase
order or purchase change order number. Invoices shall be itemized and
transportation charges, if any, shall be listed separately.A copy of the bill of lading
and the freight waybill, when applicable, should be attached to the invoice. Seller
shall mail or deliver invoices to Buyer's Department and address as set forth in the
block of the purchase order, purchase change order or release order entitled "Ship
to." Payment shall not be made until the above instruments have been submitted
after delivery and acceptance of the goods and/or services.
13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The
Buyer shall furnish a tax exemption certificate upon Seller's request.
12.3 Payment. All payment terms shall be "Net 30 Days"unless otherwise agreed to in
writing. Before the 1st payment is due to Seller, Seller shall register for direct
deposit payments prior to providing goods and/or services using the forms posted
on the City's website".
14.0 PRICE WARRANTY
14.1 Seller warrants that no person or selling agency has been employed or retained to
solicit or secure this contract upon an agreement or understanding for commission,
percentage, brokerage or contingent fee, excepting employees of an established
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bona fide commercial or selling agency that is maintained or contracted by Seller
for the purpose of securing business.For breach or violation of this warranty,Buyer
shall have the right, in addition to any other right or rights arising pursuant to said
purchase(s),to cancel this contract without liability and to deduct from the contract
price such commission percentage, brokerage or contingent fee, or otherwise to
recover the full amount thereof.
15.0 PRODUCT WARRANTY
(a) Product Warranty.
(i) New Equipment Warranty. In the case of the purchase of new equipment the Seller
warrants to Buyer that the new equipment manufactured by it will be delivered free from
defects in material and workmanship. This warranty shall commence upon delivery of the
new equipment to Buyer and shall expire on the earlier to occur of 12 months from initial
operation of the new equipment or 18 months from delivery thereof (the "Warranty
Period").
(ii) Parts and Used or Reconditioned Machinery or Equipment Warranty. In the case of
parts or used or reconditioned machinery or equipment, and unless otherwise indicated,
Seller warrants to Buyer that the parts or the used or reconditioned machinery or equipment
manufactured by it will be delivered free from defects in material and workmanship. This
warranty shall commence upon delivery of the parts or the used or reconditioned machinery
or equipment to the buyer and shall expire 6 months from delivery thereof(the"Warranty
Period").
(iii) If during the Warranty Period Buyer discovers a defect in material or workmanship
of a Product and gives Seller written notice thereof within 10 days of such discovery, Seller
will, at its option, either deliver to Buyer, on the same terms as the original delivery was
made, according to INCOTERMS 2010, a replacement part or repair the defect in place.
Any repair or replacement part furnished pursuant to this warranty are warranted against
defects in material and workmanship for one period of 12 months for 15(a)(i) or 6 months
for 15(a)(ii) from completion of such repair or replacement, with no further extension.
Seller will have no warranty or performance guarantee obligations for the Products under
this Paragraph 15(a): (i) if the Products have not been stored, installed, operated and
maintained in accordance with generally approved industry practice and with Seller's
specific written instructions; (ii)if the Products are used in connection with any mixture or
substance or operating condition other than that for which they were designed; (iii)if Buyer
fails to give Seller such written 10 day notice; (iv) if the Products are repaired by someone
other than Seller or have been intentionally or accidentally damaged; (v) for corrosion,
erosion,ordinary wear and tear or in respect of any parts which by their nature are exposed
to severe wear and tear or are considered expendable;or(vi)for expenses incurred for work
in connection with the removal of the defective articles and reinstallation following repair
or replacement.
b) Services Warranty. Seller warrants to Buyer that the Services performed will be
free from defects in workmanship and will conform to any mutually agreed upon
specifications. If any failure to meet this warranty appears within 12 months from the date
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of completion of the Services, on the condition that Seller be promptly notified in writing
thereof, Seller as its sole obligation for breach of this warranty will correct the failure by
re-performing any defective portion of the Services furnished. Seller does not warrant the
accuracy of, or performance results of,any conclusions or recommendations provided,nor
that any desired objective will result from the Service provided and Seller shall not be liable
for any loss of use or any production losses whatsoever.
(c) THE EXPRESS WARRANTIES SELLER MAKES IN THIS PARAGRAPH 15
ARE THE ONLY WARRANTIES IT WILL MAKE. THERE ARE NO OTHER
WARRANTIES, WHETHER STATUTORY, ORAL, EXPRESS OR IMPLIED. IN
PARTICULAR, THERE ARE NO IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(d) The remedies provided in Paragraphs 15(a)and 15(b)are Buyer's exclusive remedy
for breach of warranty.
16.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated
by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA)
of 1970,as amended. In the event the product does not conform to OSHA standards,Buyer
may return the product for correction or replacement at Seller's expense. In the event Seller
fails to make appropriate correction within a reasonable time, any correction made by
Buyer will be at Seller's expense.Where no correction is or can be made, Seller shall refund
all monies received for such goods within thirty (30) days after request is made by Buyer
in writing and received by Seller. Notice is considered to have been received upon hand
delivery, or otherwise in accordance with Section 29.0 of these terms and conditions.
Failure to make such refund shall constitute breach and cause this contract to terminate
immediately.
17.0 SOFTWARE LICENSE TO SELLER-RESERVED
18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software,
analyses, applications, methods, ways, and processes (in this Section each
individually referred to as a "Deliverable" and collectively as the
"Deliverables,") do not infringe upon or violate any patent, copyrights,
trademarks, service marks, trade secrets, or any intellectual property rights
or other third party proprietary rights, in the performance of services under
this Agreement.
18.2 Unless the Products or any part thereof are designed to Buyer's specifications
or instructions and provided the Product or any part thereof is not used in any
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manner other than as specified or approved by Seller in writing or modified
by Buyer without the written consent of Seller, SELLER shall be liable and
responsible for any and all third party claims made against the Buyer for
infringement of any patent, copyright,trademark, service mark, trade secret,
or other intellectual property rights by the use of or supplying of any
Deliverable(s) in the course of performance or completion of, or in any way
connected with providing the services, or the Buyer's continued use of the
Deliverable(s) hereunder;
18.3 SELLER agrees to defend,settle, or pay,at its own cost and expense,any such
third party claim or action against Buyer for infringement of any patent,
copyright, trade mark, trade secret, or similar property right arising from
Buyer's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay
shall not apply if Buyer modifies or misuses the software and/or
documentation. So long as SELLER bears the cost and expense of payment for
claims or'actions against Buyer pursuant to this section, SELLER shall have
the right to conduct the defense of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim;
however, Buyer shall have the right to fully participate in any and all such
settlement,negotiations, or lawsuit as necessary to protect Buyer's interest, at
its own costs, and Buyer agrees to cooperate with SELLER in doing so.
Buyer agrees to give SELLER timely written notice of any such claim or
action, with copies of all papers Buyer may receive relating thereto. If the
software and/or documentation or any part thereof is held to infringe and the
use thereof is enjoined or restrained or, if as a result of a settlement or
compromise, such use is materially adversely restricted, SELLER shall, at its
own option and expense and as Buyer's sole remedy, either: (a) procure for
Buyer the right to continue to use the software and/or documentation; or (b)
modify the software and/or documentation to make it non-infringing,provided
that such modification does not materially adversely affect Buyer's authorized
use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent
non-infringing software and/or documentation at no additional charge to
Buyer; or (d) if none of the foregoing alternatives is reasonably available to
SELLER terminate this Agreement, and refund all amounts paid to SELLER
by Buyer, subsequent to which termination Buyer may seek any and all
remedies available to Buyer under law; and
18.4 The representations, warranties, and covenants of the parties contained in
section 13 through 17 of this Agreement will survive the termination and/or
expiration of this Agreement.
19.0 OWNERSHIP OF WORK PRODUCT
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All intellectual property embodied in the products, services and software provided to
Buyer is the property of Seller, and any intellectual property developed, at least in part,by
Seller under this Agreement is and remains the sole and exclusive property of Seller. Seller
grants to Buyer a non-exclusive, royalty-free, non-transferrable license to use Seller's
confidential and proprietary information for the purpose of the installation, operation,
maintenance and repair of the Products that are the subject of this Agreement only;
provided, however, that Buyer further agrees not to, and not to permit any third party to,
analyze,measure the properties of, or otherwise reverse engineer the Products or any parts
thereof, fabricate the Products or any parts thereof from Seller's drawings or to use the
drawings other than in connection with this Agreement. All copies of Seller's confidential
and proprietary information shall remain Seller's property and may be reclaimed by Seller
at any time in the event Buyer is in breach of its obligations under this Section or in case
of Buyer's termination for its convenience.
20.0 CANCELLATION
Buyer shall have the right to cancel this contract for default on all or any part of the
undelivered portion of this order if Seller materially breaches any of the terms hereof,
including warranties of Seller and fails to cure such breach within 15 days of Seller's
receipt of Buyer's Notice of Termination as provided in Section 20.0 Termination. Such
right of cancellation is in addition to and not in lieu of any other remedies, which Buyer
may have in law or equity.
21.0 TERMINATION
20.1 Written Notice. The purchase of goods under this order may be terminated in whole
or in part by Buyer,with cause, at any time upon the delivery to Seller of a written
"Notice of Termination" specifying the extent to which the goods to be purchased
under the order is terminated and the date upon which such termination becomes
effective. Such right of termination is in addition to and not in lieu of any other
termination rights of Buyer as set forth herein.
20.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by Buyer in any fiscal period for any payments due hereunder, Buyer
will notify Seller of such occurrence and this Agreement shall terminate on the last
day of the fiscal period for which appropriations were received without penalty or
expense to Buyer of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds have been appropriated.
20.3 Duties and Obligations of the Parties. Upon termination of this Agreement for
Buyer's convenience, Seller shall only be compensated for direct expenses incurred
and commitments already made by Seller, overhead, and an appropriate profit. In
the event Seller has received access to Buyer Information or data as a requirement
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to perform services hereunder, Seller shall return all Buyer provided data to Buyer
in a machine readable format or other format deemed acceptable to Buyer.
22.0 ASSIGNMENT/DELEGATION
No interest, obligation or right of Seller, including the right to receive payment,under this
contract shall be assigned or delegated to another entity without the express written consent
of Buyer.Any attempted assignment or delegation of Seller shall be wholly void and totally
ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer
giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all
documents, as determined by Buyer, that are reasonable and necessary to verify Seller's
legal status and transfer of rights,interests,or obligations to another entity. The documents
that may be requested include,but are not limited to, Articles of Incorporation and related
amendments,Certificate of Merger,IRS Form W-9 to verify tax identification number,etc.
Buyer reserves the right to withhold all payments to any entity other than Seller, if Seller
is not in compliance with this provision. If Seller fails to provide necessary information in
accordance with this section, Buyer shall not be liable for any penalties, fees or interest
resulting therefrom.
23.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in
part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration in writing and is signed by the aggrieved party.
24.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
25.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the
Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions
together with any attachments and exhibits. This Agreement is intended by the parties as a
final expression of their agreement and is intended also as a complete and exclusive
statement of the terms of their agreement. No course of prior dealings between the parties
and no usage of trade shall be relevant to supplement or explain any term used in this
Agreement. Acceptance of or acquiescence in a course of performance under this
Agreement shall not be relevant to determine the meaning of this Agreement even though
the accepting or acquiescing party has knowledge of the performance and opportunity for
objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used in
this Agreement,the definition contained in the UCC shall control. In the event of a conflict
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between the contract documents, the order of precedence shall be these Standard Terms
and Conditions, and the Seller's Quote.
26.0 APPLICABLE LAW
This contract shall be governed, construed and enforced under the laws of the State of
Texas.
27.0 INDEPENDENT CONTRACTOR(S)
Seller shall operate hereunder as an independent contractor and not as an officer, agent,
servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive
right to control, the details of its operations hereunder, and all persons performing same,
and shall be solely responsible for the acts and omissions of its officers,agents,employees,
vendors and subcontractors.The doctrine of respondent superior shall not apply as between
Buyer and Seller, its officers, agents, employees, vendors and subcontractors. Nothing
herein shall be construed as creating a partnership or joint enterprise between Buyer and
Seller, its officers, agents, employees, vendors and subcontractors.
28.0 LIABILITY AND INDEMNIFICATION.
28.1 LIABILITY - SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY
PHYSICAL PROPERTYLOSS,PHYSICAL PROPERTYDAMAGEAND/OR BODILY
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONSTO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
28.2 GENERAL INDEMNIFICATION-SELLER HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND BUYER, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL
THIRD PARTY CLAIMS OR LAWSUITS, FOR EITHER PHYSICAL PROPERTY
DAMAGE OR LOSS AND/OR BODILY INJURY, INCLUDING DEATH, TO ANY
PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF SELLER, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
27.3
28 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason,
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this agreement, which agreement
shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
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29 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal
period for payments due under this contract,then Buyer will immediately notify Seller of
such occurrence and this contract shall be terminated on the last day of the fiscal period for
which funds have been appropriated without penalty or expense to Buyer of any kind
whatsoever, except to the portions of annual payments herein agreed upon for which funds
shall have been appropriated and budgeted or are otherwise available.
30 NOTICES TO PARTIES
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when(1)hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic
confirmation of the transmission,or(3)received by the other party by United States Mail,
registered, return receipt requested, addressed as follows:
TO BUYER: TO SELLER:
City of Fort Worth
Attn: Purchasing Manager PALL Corporation
200 Texas Street 839 State Route 13
Fort Worth, TX 76102-6314 Cortland,NY 13045-5630
Facsimile: (817) 392-8654 Phone: (866)475-0115
Facsimile: (607)758-4526
With copy to Fort Worth City Email: Pall—Technology_csc@pall.com
Attorney's Office at same address
31 NON-DISCRIMINATION
Seller, for itself, its personal representatives, assigns, subVendors and successors in
interest,as part of the consideration herein,agrees that in the performance of Seller's duties
and obligations hereunder, it shall not discriminate in the treatment or employment of any
individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION
COVENANT BY SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS,
SUBVENDORS OR SUCCESSORS IN INTEREST, SELLER AGREES TO
ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND
HOLD BUYER HARMLESS FROM SUCH CLAIM.
32 IMMIGRATION NATIONALITY ACT
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Seller shall verify the identity and employment eligibility of its employees who perform
work under this Agreement,including completing the Employment Eligibility Verification
Form(I-9). Upon request by Buyer, Seller shall provide Buyer with copies of all I-9 forms
and supporting eligibility documentation for each employee who performs work under this
Agreement. Seller shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Seller employee who
is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER
AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER,
SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES.
Buyer, upon written notice to Seller, shall have the right to immediately terminate this
Agreement for violations of this provision by Seller.
33 HEALTH, SAFETY,AND ENVIRONMENTAL REQUIREMENTS
Services,products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In
addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits,
certificates, and inspections necessary to provide the products or to perform the services
hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations
of this provision. Buyer shall have the right to immediately terminate this Agreement for
violations of this provision by Seller.
34 RIGHT TO AUDIT
Seller agrees that Buyer shall,until the expiration of three (3)years after final payment due
date under this contract have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records, electronic records, of Seller
involving transactions relating to this Agreement (excluding cost information) at no
additional cost to Buyer. Seller agrees that Buyer shall have access during normal working
hours to all necessary Seller facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. Buyer
shall give Seller reasonable advance notice of intended audits. The Buyer's right to audit,
as described herein, shall survive the termination and/or expiration of this Agreement.
35 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA),
Seller warrants that it and any and all of its subcontractors will not unlawfully discriminate
on the basis of disability in the provision of services to general public, nor in the
availability, terms and/or conditions of employment for applicants for employment with,
or employees of Seller or any of its subcontractors. Seller warrants it will fully comply
with ADA's provisions and any other applicable federal, state and local laws concerning
disability and will defend, indemnify and hold Buyer harmless against any claims or
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allegations asserted by third parties or subcontractors against Buyer arising out of Seller's
and/or its subcontractor's alleged failure to comply with the above-referenced laws
concerning disability discrimination in the performance of this agreement.
36 DISPUTE RESOLUTION
If either Buyer or Seller has a claim,dispute, or other matter in question for breach of duty,
obligations, services rendered or any warranty that arises under this Agreement,the parties
shall first attempt to resolve the matter through this dispute resolution process. The
disputing party shall notify the other party in writing as soon as practicable after
discovering the claim, dispute, or breach. The notice shall state the nature of the dispute
and list the party's specific reasons for such dispute. Within ten (10) business days of
receipt of the notice,both parties shall make a'good faith effort, either through email,mail,
phone conference, in person meetings, or other reasonable means to resolve any claim,
dispute,breach or other matter in question that may arise out of, or in connection with this
Agreement.
37 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT
ISRAEL
If Seller has fewer than 10 employees or this Agreement is for less than $100,000,this
section does not apply. Seller acknowledges that in accordance with Chapter 2270 of the
Texas Government Code, the Buyer 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 contract, Seller certifies that Seller's signature provides written verification to
the Buyer that Seller: (1)does not boycott Israel; and(2)will not boycott Israel during
the term of the contract.
38 INSURANCE REQUIREMENTS
38.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
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Coverage shall be on any vehicle used by Seller, its employees, agents,
representatives in the course of providing services under this Agreement.
"Any vehicle" shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any
other state workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d)
38.2 General Requirements
(a) The commercial general liability and automobile liability policies
shall include Buyer as an additional insured thereon, as its interests may
appear. The term Buyer shall include its employees, officers, officials,
agents, and volunteers in respect to the contracted services.
(b)
(c) A minimum of Thirty(30) days' notice of cancellation or reduction
in limits of coverage shall be provided to Buyer from Seller. Ten(10) days'
notice shall be acceptable in the event of non-payment of premium.Notice
shall be sent to the Risk Manager, Buyer of Fort Worth, 200 Texas Street,
Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at
the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of
A- VII in the current A.M. Best Key Rating Guide, or have reasonably
equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk
Management is required.
(e) Any failure on the part of Buyer to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
14
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(f) Certificates of Insurance evidencing that Vendor has obtained all
required insurance shall be delivered to the Buyer prior to Vendor
proceeding with any work pursuant to this Agreement.
39 LIMITATION OF LIABILITY
Notwithstanding any other provision in this Agreement,the following limitations of
liability shall apply:
(a) In no event,whether based on contract,tort(including negligence), strict liability or
otherwise, shall Seller, its officers, directors, employees, subcontractors, suppliers or
affiliated companies be liable to Buyer or any third party for loss of profits, revenue or
business opportunity, loss by reason of shutdown of facilities or inability to operate any
facility at full capacity, or cost of obtaining other means for performing the functions
performed by the Products, loss of future contracts, claims of customers, cost of money
or loss of use of capital, in each case whether or not foreseeable, or for any indirect,
special, or consequential damages of any nature resulting from, arising out of or
connected with the Products, Services, or this Agreement or from the performance or
breach hereof.
(b) The aggregate liability of Seller, its officers, directors, employees, subcontractors,
suppliers or affiliated companies, for all claims of any kind for any loss, damage, or
expense resulting from, arising out of or connected with the Products, Services or this
Agreement or from the performance or breach hereof,together with the cost of
performing make good obligations to pass performance tests, if applicable, shall in no
event exceed the contract price.
(c) The limitations and exclusions of liability set forth in this Section 39 shall take
precedence over any other provision of this Agreement and shall apply whether the claim
of liability is based on contract,warranty,tort(including negligence), strict liability,
indemnity, or otherwise. The remedies provided in this Agreement are Buyer's exclusive
remedies.
(d) All liability of Seller, its officers, directors, employees, subcontractors, suppliers or
affiliated companies,resulting from, arising out of or connected with the Products,
Services or this Agreement or from the performance or breach hereof shall terminate on
the third anniversary of the date of this Agreement.
40 SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he/she has the legal authority to
execute this Agreement on behalf of the respective party, and that such binding authority
has been granted by proper order,resolution, ordinance or other authorization of the
entity. This Agreement and many amendment hereto,may be executed by any authorized
representative of Contractor whose name,title and signature is affixed on the Verification
of Signature Authority Form, which is attached hereto as Attachment D. Each party is
fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
15
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ACCORDINGLY,the parties hereto have duly executed this Agreement and
established the Effective Date as being the date subscribed by the City's designated
Assistant City Manager.
CITY OF FORT WORTH: CONTRACTOR:
a2`1R'�IALIR�O
By: Dana Burghdoff(A 28,202 1:27 CDT)
Name: Dana Burghdoff By:
Title: Assistant City Manager Name: Louis K.Mattera
Date: Sep 1,2020 Title: Aftermarket Sales Manager
APPROVAL RECOMMENDED: Date: August 28,2020
By: Christopher Hard (Aug28,202016:38 CDT)
Name: Chris Harder
Title: Water Department Director
ATTEST:
By:
Name: Mary J.Kayser 44�aoan�Il
,dbpF�ORT�dO
Title: City Secretary °�o s=o
I.g
ij
P*o° o°�c�d
I ,
Cb�'EXA5o4
�bRoab�
APPROVED AS TO FORM AND LEGALITY: CONTRACT COMPLIANCE MANAGER:
By: J " By signing I acknowledge that I am the person
responsible for the monitoring and administration
Name: Taylor Paris of this contract,including ensuring all
Title: Assistant City Attorney performance and reporting requirements.
CONTRACT AUTHORIZATION:
M&C: 20-0514, 60WTR Filtration Membranes
Date: 08/04/2020 By:
1295#
NA Na e: Martin Phillips
Title: Engineering Manager
16 OFFICIAL RECORD
CITY SECRETARY Revised 3.11.20tp
FT.WORTH,TX
Exhibit B—CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person
who contracts or seeks to contract for the sale or purchase of property, goods, or services
with a local governmental entity (i.e. The City of Fort Worth) must disclose in the
Questionnaire Form CIQ ("Questionnaire")the person's affiliation or business relationship
that might cause a conflict of interest with the local governmental entity. By law, the
Questionnaire must be filed with the Fort Worth City Secretary no later than seven days
after the date the person begins contract discussions or negotiations with the Buyer, or
submits an application or response to a request for proposals or bids, correspondence, or
another writing related to a potential agreement with the Buyer. Updated Questionnaires
must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form
is also available at http://www.ethics.state.tx.us/forms/CIO.pdf.
If you have any questions about compliance, please consult your own legal counsel.
Compliance is the individual responsibility of each person or agent of a person who is
subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that
you might have with the Buyer, state Seller name in the # 1, use N/A in each of the
areas on the form. However, a signature is required in the#4 box in all cases.
17
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CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by ILB. 23,84th Leg., Regular Session. OFFICEUSEONLY
This questionnaire is being filed in accordance with Chapter 176,Local Govemment Code, bare Received
by a vendorwho has a business relationship as defined by Section 176.001(1-a)with a local
governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filedwith the records administrator of the local governmental
entity riot later than the 7th business day after the date the vendor becomes aware of facts
that require the statement to be filed. See Section 176.006(a-1),Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local
Government Code.An offense under this section is a misdemeanor.
1J Name of vendor who has a business relationship with local governmental entity.
2 Check this box If you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7th business day after the date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate.)
3
Name of local government officer aboutwhom the information In this section Is being disclosed.
Name of Officer
This section(item 3 including subparts A, B, C, & D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176.001(1-a),Local Government Code. Attach additional
pages to this Form CIO as necessary.
A. Is the local government officer named in this section receiving or Nicely to receive taxable income,other than investment
income,from the vendor?
Yes F--] 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?
Fl Yes F-1 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 interest of one percent or more?
Yes [—] No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
Signature of vendor doing business with the governmental entity Date
Adopted 8/7/2015
18
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EXHIBIT C—SELLER CONTACT INFORMATION
Seller's Name: Jay Garcia
Seller's Local Address: 839 NYS Route 13. Pall Water Office. Cortland,NY 13045.
Phone: 516-301-6332 Fax:
Email: jay_garcia@pall.com
Name of persons to contact when placing an order or invoice questions:
Name/Title Alison Finch/Aftermarket Project Manager
Phone: 607-758-1644 Fax:
Email: alison—finch@pall.com
Name/Title
Phone: Fax:
Email:
Name/Title Louis K. Mattera/Aftermarket Sales Manager
Phone: 516-924-6655 Fax:
Email: lou mattera@pall.com
\-` `` Louis K. Mattera August 28, 2020
Signature Printed Name Date
19
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EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
PALL WATER
PALL SYSTEM SERVICES
P.O. BOX 5630
839 STATE ROUTE 13
CORTLAND,NEW YORK 13045-5630
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Seller and to execute any agreement,
amendment or change order on behalf of Seller. Such binding authority has been granted by proper
order, resolution, ordinance or other authorization of Seller. Buyer is fully entitled to rely on the
warranty and representation set forth in this Form in entering into any agreement or amendment
with Seller. Seller will submit an updated Form within ten (10) business days if there are any
changes to the signatory authority. Buyer is entitled to rely on any current executed Form until it
receives a revised Form that has been properly executed by Seller.
1. Name: Louis K. Mattera
Position: Aftermarket Sales Manager_
Signature
2. Name:
Position:
Signature
Signature of President/CEO/Managing Partner
Title: Aftermarket Sales Manager_ Date: August 28, 2020
20
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EXHIBIT E- SELLER'S SOLE SOURCE JUSTIFICATION LETTER
PALL Pall Water
Pau Water
839 NYS flte.13-PO Box 5630
Gordand.W 13045 USA
866475-0115 phone-6U -758.4526 fax
VMw.oaQwatercorn
February 5,2020
Erik 13_Irwin
Assistant Water Systems Superintendent
Westside WTP
City ofFort Worth
RE:Sole Source Provider
Pall Water is the sole source pruvider of specific equipment,ancillary components,and
programrmmg memporated into your Aftaofiltration System. The sole source products/sersnces
include but are not limited to the following:
• UNA-620A Modules and associated fittings as it relates to installation of these filters.
• A$ermarltet Service executions on the Pall MF Maintenance Agreements
including Inspecuon, CIP,24/7 Technical Phone Support and associated
hardware and training packages,i.e."Field Service'
• Proprietary controls and associated hardware for the?AAff and PLC inter-face computer_
• Programming changes for all operations.
The Pall Water proposal dated February 3,2020 for the expansion of the Microfiltration system has
components of programming and field service that are proprietary in nature and protected under
Pall Water intellectual property.
Please feel free to contact me if you have any finther questions.
Jay Garcia
Key Account Manager
Phone-516.301.6332
F,mail_jay garcia
21
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EXHIBIT F - SELLER'S PROPOSAL
PAIL Pall Corporation Pall Water
Pall Technology Services
839 Slate Route 13
Cortland Nix Yark 13045 5630
iTel:866.475_0115 r FAX:607.7511_4526
Ein iL pall teanalog,_ @pa0_com
Pall Proposal No_-OPP1332437rev3
Date:February 3,2020
Erik D.Irwin
Assistant Water Systems:Superintendent
Westside WTP
City of Fort Worth
Re:Pall System Expansion Proposal
As a follow up to our visit and discussions, please see the following scope of services and pricing for the
expansion project(modules.,ancillary parts,and labor)for the Westmde WTP.
Scope of Services
Module Expansion
Pall Water is pleased to propose supervision and material's described below for adding modules to each of
your five module racks to fill the empty spaces. This module expansion well increase the module count from
102 to 128 modules on 4 of your racks and 102 to 132 on your 5th rack(transverse rack). The total module--
supplied by Pall Water will be 136.with the extra module being designated to replace one that will be sent for
autopsy in the future and one to replace one that was removed in the past_ Module expansion will be
performed one rack at a time.
Pall will provide the following materials for module expansion:
1) 136 Pall UNA-620A Microfiltration modules
2) 2 Gal.lubricant for module nuts
3)270 each module nuts
4) 270 each module O-rings
5) 4 each XR gaskets
6)105 each dear couplings,quad rack
7) 30 piston style clear couplings(transverse rack)
8) 165 each grooved end caps
9) 106 each non-grooved end caps
12) 2 each slip coupling
13) 56 Inner XR hoses
14) 52 Outer XR hoses
15) 30 Transverse Rack XR Hoses
16) 106 Air Scrub tubing,quad race
17) 106 Air Scrub tube fitting,quad rack
Installation: Pall will provide a qualified Field Service Engineer(FSE)to supervise and assist with removing
the old modules. The City of Fort Worth will provide a minimum of two plant personnel to assist Overall.Pall
expects this work to take up to 5.5(10 hour)days to complete,including set up and first rack CIP at the
beginning and dean up at the end.
The addition of modules to existing racks requires setpomt adjustments to meet customer goals and maintain
permeability of all modules. As part of this work,Pall will provide a new Operating Protocol,update the
system P&Id,and make the setpoint adjustment on-site-
The Operating Protocol is a document created by Pal I's Proces—Engiineers based on a review of your MF
system together with incoming water quality*.and includes recommended settings and protocols for Flux
22
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PALL. Pal Corporation
Poi[Water
Pall Technology Services
Pall Proposal No__OPP7332437rev3
Date_February 3,2020
Maintenance(FM),Enhanced Flux Maintenance(EFM)and Glean-in-place(CIP)operations_ The OP is
designed to give operator:;the information and guidance to achieve optimal system performance results.
Potential benefits from following Palls Operating Protocol include improved cleanings,increased up time and
extended service fife.
Copies of both the P&ID and the Operating Protocol will be provided shortly after completion of the installation
work-
*Incoming water quality data is provided by the customer_ Pall can provide the comprehensive water quality
analysis needed for the Operating Protocol an additional cost_
Plan and Schedule
The Pall Feld Service Engineer will arrive at the site a half day before the start of the module installation
process to meet with site personnel,review the site where the work will be performed,initiate and complete a
CIP on the first rack to be changed and make preparations for the module installation- Far safety and to
preserve the integrity of the new modules,a dean-in-place(CIP)procedure will be performed on each rack
prior to module expansion_
While the modules on the current rack are being installed.the CIP process will be performed on the next rack
to prepare it for the following day. This means that as many as two racks a day will be unavailable for
production during the module change-out process_
Once the full set of modules it installed on each rack,the rack will then be filled and rinsed in place to ensure
all preservative has been removed from the new modules. The FSE will then modify the operating set points.
oversee the start-up of the rack and verify proper procedure_
Freight charges are not included.
Disclaimer This proposal is based on information and conditions known at the time of quotation.Pail Water
reserves the right to revise this proposal through change order(s)should conditions vary significantly from
those known at the time of quotation and require additional work or materials.
PROPOSAL SUMMARY
Modules: (136)UNA-620A Microfilt ation $ 217.600.00
Ancillary Parts as shown in scope $ 21.538.79
Installation Supervision Support,Updated P&ID,new Operating Protocol,and setpoint adjustments
$ 26,600.00
Total amount for purchase order: $265,738.79
Service Reports_If service reports are required by your site to comply with your company or state regulations,
please indicate on your order that service report documents are required_Service reports detailing the visit
and recommendations will then be provided.
Materials:This proposal covers parts and services_
23
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PpLt,. Pall Corporation
Pala Water
Pall Technology Services
Pall Proposal No.:OPP1332437rev3
Date:February 3,2020
Validity-_ This proposal is valid for 60 days.
Warranty.Pall will provide a new 10yrear warranty(1-year absolute19-years pro-rated)as long as customer
opts for installation supervision and development of new Operating Protocol which is included in this proposal_
Terms of Safe. Standard Terms-and Conditions of Sale Non-Systems-The,Arnericas
Terms of Service:
■ Regular minimum service charge is for a 10-hour day- Maximum workday is 12
hours including travel time.
Service Order acceptance and payment terms: Pall Advanced Separations Systems requires all accounts
outstanding beyond 30 days to be paid in full prior to order acceptance_Your account status will be verified at
the time of order placement,and you will be notified if you have a balance due_To avoid order processing,
goods shipment or service scheduling delays,please insure your account is up to date in advance of placing
your order. Charges per the proposal will be billed automatically upon completion of the service,and sign-off
of the service report,and become payable within 30 business days of receipt of the invoice_
Changes:Pall shall not implement any changes in the scope of services described in Pall's proposal unless
the Customer and Pall agree to the details of the change_Any resulting price,schedule or other contractual
modifications,will require a verbal change called into Palls Customer Service Department with a follow up
written confirmation_This includes any changes necessitated by a change in applicable law_
A Purchase Order or written authorization to accept the contract of work as described,along with a signed
copy of the attached Customer authorization for service is required in advance of PASS providing the service
defined in this proposal_
Please direct your purchase order to:
Pall Water
Pall System Services
P_O.Box 5630
839 State Route 13
Cortland.New York 13045-5630
Tel: 866475-01151 Fax: 607.758-4526
Email.Pall Technology_psc@pall.com
Attn:Customer Service
Pall Systems Support
To obtain support for your Pall systems installation, our Customers can contact Pall via our tall free
number at 866475-0115 or by email to Pall technology csc6)pall.com_ Through this channel,you gain
access to warranty assistance,technical support as well as our service and spares team.
Pall Customers have access to this 2417 Service Hotline_Pall System Engineers are on full-time rotation
to provide around-the-clock availability of live technical support. This service is charged at$250 for
support time for the first 30 minutes,during normal workday hours between 9:00-AM and 4:00-PM EST,
excluding weekends and holidays.
If your system is out of warranty or does not have a 2417 service support aontracL there will be a charge
when technical support is to be provided for intervals longer than 30 minutes or after-hours technical
support to resolve the issue.Extensive off-site support will require a purchase order or credit card.Billing
is based on a minimum 1-hour charge at Pall's off-site hourly service rate.You will be asked to provide
your credit card number or service contract purchase order number that will be billed at Pairs Off-Site
Service Rates,with a minimum 1-hour charge_If the problem cannot be resolved averthe telephone,the
24
Revised 3.11.20tp
Pall Corporation Pall Water
Pall Technology Services
Pall Proposal No..®PP1332437rev3
Date.February 3.202Q
Customer can request a Pall System Service Representative to visit the site location_You will be quoted
an Emergency Service Rate and billed for last-minute travel expenses-
Please feel free to call me at your convenience with any questions or comments-We took forward to providing
you with the best possible solution for your plant..
Sincerely.
Jay Garcia
Key Account Manager
Phone.516-301.6332
E-maik"ay aarcia0pall.com
Customer Authorization for Service
I am an authorized representative of the customer.and I accept the Terms and Conditions of this Service
Agreement on behalf of the customer_ I authorize Pall Corporation to perform the work defined in this
agreement,and acceptthe costs and charges defined in this agreement
Company.
Print Name TitlelPosition
Signature Date
Purchase Order No.or Reference for Billing:
Circle Service Visit Frequency. Annual Semi-annual (quarterly Single Emergency
Requested Date(s)to Schedule Service Visit(s)-
(unhess deemed emergenvf service.please allow a 4-week wkdow to accommodate s&edu5ng by Pall.)
Pall Proposal No
Effective Date and Duration.This Agreement will be effective as of the date signed below.and will remain in
effect.
• until on site service work has been completed by Pall.
• or until 30 days after receipt of notice of termination by either party.
Customer Billing Address.
25
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I
PALJ. Pall Corporation PaU Water
Pall Technology Services
Standard Terms and Conditions of Safe
Non-Sysiterns—The Americas
I
1_ Appracabifity.FnrfireAgreernent
IA_These terms and conditions of sale(these Terms")are the only terms which govem the sale of the goads idenhfced on Buyers
purchase order tithe"Goods)by Seller to Buyer. By placing a purchase coder.Buyer makes an ofer to purchase the Goode
pursuant to these Terns.including(a)a fist of the Goods to be purchased:(b)the quantity of each of the Goods ordered:(c)the
requested delivery date;(d)the unit Price for each of the Goads to be purchased.(e)the billing address:and M the delivery fooation
(the'Basin Purchase OrderTermsa'),and an no othertemrs.
1.2.The accompanying quotation,proposal.confirmation of sale,frrvoim orderacknowhedgment or similar document delivered by Seller
to Buyer(the"Sales Confirmation"),the Basic Purchase Order Tema and these Temrs(collectively.this"Agreement)comprise
the Mire agreement between the parties.and supersede all prior or contemporaneous understandings,agreements.negotiafoeers,
representations and warranties,and communications.both written and oral_ These Terris prevail ova any of Buyer's general terms
and oondrtions of purchase regardless whether or when Buyer has submitted its purchase order or such terns.Fulfillment of Buyers
order does not constilute aomptanoe,of any of Buyers terms and conditions and does not serve to mocGly or amend these Temr-
1.3.Notwithstanding anything herein to the contrary.if a voiiten contract signed by bath parties is in existence cowering the sale of the
Goods covered hereby,the terms and conditions of said oontraot shall prevail to the extent they are inconsistent with these Terms-
2- Nondelivery_
Z7 The quantity of any installment of Goods as recorded by Seller an drspatdr from Sellers Shipment Point(as defined in Section 4)is
conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the
contrary_
Z2 Seller shall not be liable for any nondelivery,of Goods(even if Caused by Sellers negligence)unless Buyer gives written notice to
Seller of the ron-delivery within 111 days of the date when the Goods would in the ordinary course of events have been received_
Z3 Any liability of Seller for nondelivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the
invoice respecting such Goods to reflect the actual quantity delivered.
3. UeliverT.
3.1 The Goods will be delivered within a reasonable time after the receipt of Buyer's purchase order.subject to availability of finished
Goods. The delivery ardlor slipping schedule is the best estimate possible based on conditions existing at the time of Sd e's
Sales t onfirmation or Setie es quotaton and receipt of all specifications.as applicable,and in the case of non-standard items,any
such date is subject to Sellers receipt of complete information necessary for design and manufacture_ Seller shall not be Gable for
any delays,less or damage in transit or for any other direct indirect,or consequential damages due to delays.including without
limitation.loss of use.
3.2 Seller may,in its sole discretion,without liability or penalty,deliver partial shipments of Goods to Buyer and ship the Goods as they
become available,in advance of the quoted delivery date. if the Goods are delivered in installments,then insofar as each shipment
is subject to the same Agreement,the Agreement will be treated as a single contract and not severable.
3.3 Seller shall make the Gods available to Buyer at Settees factory or designated shipment point(each."Sellers Shipment Point')
using Settee's standard methods for packaging and shipping such Goods.Buyer shall take delivery of the Goods within 5 days of
Settees written notice that the Goods have been delivered to the Sellers Shipment Point
3.4 if for any reason Buyer fails to aooept delivery of arty of the Goods on the date fixed pursuant to Seller's notice that the Goods have
been delivered at the Sellef s Shipment Prim,or if Seller is unable to deliver the Goods at the Sellers Shipment Paint on such date
because Buyer has not provided appropriate instructions,docuanents,licenses or authorizations_(i)title and risk of loss to the
Gods shall pass to Buyer(i)the Goods shall be deemed to have been delivered.and(iiii)Seller.at its option,may store the Gods
until Buyer pla ks them up,whereupon Buyer shall be liable for all related costs and wtpenses(Irwcuding,without limitation,storage
and insurance).
4. Shipping Terms. Unless otherwise mutually agreed to in whiting by the parties, delivery shall be FCA(Sellers Shipment Paid)
INGOTERMS 2070_ At Buyers request Seller will,at Buyers risk and expense.arrange for the delivery of the Goods to Buyers
skallacilily and Buyer will pay.or reimburse Seller,for all freight charges,taxes.duties,entry fees,brokers'fees,special.miscellaneous
and all other ancillary charges and special packaging charges incurred-
5- Title and Risk of Loss Title and risk of loss passes to Buyer upon the earlier of o delivery of the Goods at the Seller's Shipment Pant
or n)deemed delivery pursuant to cause SA above_ As collateral security for the payment of the purchase price of the hoods,Buyer
hereby grants to Seller a lien on and security interest in and to all of the right,title and interest of Buyer in,to and under the Goods.
26
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PAL, , Pall Corporation Pell Water
Pall Technology Services
wherever located.and whether nowt existing or hereafter arising or acqufred from time to time.and in aid accessions Thereto and
replacements or mceeiccions thered.as well as all proceeds(including kisurance proceeds)of the foregoing_The security interest
granted under this provision constiLrtes a purchase money security interest under the New York LMnifrrm Commercial Code.
C. Inspection and Rejection of Mane onforminig Goods:
6.1 Buyer shall inspect the Goods within 10 days of receipt(the'Inspection Period').Buyer will be deemed to have accepted the
Goods unless it notifies Seller in writing of any nonc*nfcrming Goods during thhe Inspection Period and furnishes such written
evidence or other documentation as required by Seller.Such notification shall identify each and every alleged nonconformity of the
Goads and describe that portion of the shipment being rejected_ Seger shah then respond with instructions as to the disposition of
the Goods.
6.2 If Buyer timely notifies Seller of any nonoonfarminrg Goods.Seller shall,in its sole discretion,¢)replace such nonconforming Goods
with rmnfomhing Goods,or(ii)credit or refund the Price for such no noonforming Goods.together with arty reasonable shnppinng and
handfnng expenses incurred by Buyer in connection therewith.Buyer shad]ship.at its expense and risk of kiss,the noncardonmfing
Goods to Selers Shipment Point.9 Seller exercises its option to replace nonconforming Goods.Self shall.after receiving Buyers
shipment of nonconforming Goods.ship to Buyer.at Buyer's expense and risk of loss.the replaced Goods w the Seller's Shipment
PcinL
113 Buyer acknov&dges and agrees that the remedies set forth in Section 62 are Buyers exclusive remedies for the delivery of
Noneeonfonrring Goods.Except as provided under Section 62,all sales of Goods to Buyer are made on a one-way basis and Buyer
has no right to retum Goods purchased under this Agreement to Sell
6.4 If Seller deraws to Buyer a quantity of Goods of up to 5%more or less than the quantity set forth in The Sales Confirmation,Buyer
shall not be entitled to object to or reject the Goods or any portion ofthem by reason of the surplus or slwrtfall and shall pay for such
Goods the price set forth in the Sales Confirmation adfusted pro ratad
7_ Services:Seller will provide such services as are expressly descnbed In the Sales Confirmation(collectively.the'Serviree).during
normal business hours.unless otherwise speryfied in the Sales GwOrmaliorr_ Services requested orrequired by Buyer outside of these
hours or in addition to the quoted or agreed upon services will be charged at Seller's Mien current scheduled rates.including overtime
charges,if applicable,and whit be in addition to the charges outfaned in the Sales Confirmation.
IL Purchase Price:The price for the Goods andlor Services thereof shall be Sellers quoted price_ Seller may also at any time assess a
fuel or energy surcharge(in addition to the price of the Goods)(the'Purchase Price"). The Purchase Price is based an the pruied
schedule defined in this Agreement.Sales Confirmation or applicable contract documents- Nahvithsiandng anything to the contrary set
out hereitb in the event of any delay to Sellers delivery schedule caused by Buyer or rls representatives(other than for Faroe Majeure or
delays caused by Seller).including Wthout limitation,a suspension at wady orthe picjec,a postponement of the dermiery date or failure
to timely issue of a notice of commencement or similar dominant then the Purchase Price shall increase by 1%for every month or
partial month of such delay and this Agreement shall be oonsbued as if the increased Purchase Price were originally inserted herein,and
Buyer shall be billed by Seller on the basis of such increased Purchase Pdce_
9. Taxes:The Purchase Price is exclusive of any applicable federal,state or local sales,use.excise or ether similar taxes,including,
without limitation,value added tax,goods and services tax or other similar tax imposed by any gawrnnental authority on any amounts
payable by Buyer. All such taxes well be for Buyer`s account and will be paid by Buyer to Seller upon submission of Sellers invoices_
Buyer agrees to make tax accruals and payments to the tax authorities as appropriate. It Buyer is exempt from arry applicable sales tax
or equivafenL but fails to notify Seller of such exemption or fails to furnish its,sales Tax Exemption Number to Seller in a timely manner
and Seller�.-required to pay such tax.Thee amount of any such payment made by Seller will be reimbursed by Buyer to Seger upon
submission of Sellers invoices,
10. Payment
10.1 Buyer shall pay all invoiced accounts due to.Seller within 30 days from the date of Selker's invoice. Buyer shall make all payments
hereunder by EFT,wire transfer,or check and in US dollars.Payment for foreign billing shall be in accordance with Sellers written
instructions_
102 Buyer shall pay interest on all late payments at the lesser of the rate of 1.5%per month or the highest rate permissible under
applicable law,calculated daily and compounded monthly_Buyer shall reimburse Seller for all costs incurred in collecting any late
payments,including.without limitation.reasonable attorneys'fees.In addition to all other remedies available under these Terms or
at law(which Seller does not waive by the exerdtise of any rights hhereunderk Seller shall be entitled to Suspend performance of any
Purchase Order,or suspend the delivery of any Goods,if Buyer fails to pay any amounts when due hereunder and such failure
continues for 5 days folkaYrng written notice thereof.Adddiona®y,Suter my require payment in cash.security or other adequate
assurance satisfa lwy to Seger when.in Sellers opinion,the tinanciial condition of Buyer or other grounds for insecurity warrant
such action.
10.3 All sales are subject to the approval of Sellers credit department
10.4 Buyer may not withhold or setoff any amounts that may be claimed by Buyer against any amounts that are due and payable to
Seller by reason of any set-off of any,claim or dispute with Seller,whether relating to Selers breach,bankruptcy or otherwise.
27
Revised 3.11.20tp
PALL Pall Corporation Pall Water
Pall Technology Senriae
11. Lkniled Warranty.
11_1 Limited Warranty for Goods.Seller warrants to Buyer that for a period of twelve months ircm the data of delivery of the Goads.
including deemed derrtery pursuant to clause 3.4 above(the'Warranty Period'),that the Goods manufactured by Seller.when
pcopedy,installed and maintained.and operated at railings,spec fmations and design conditions specarred by Seller,will materially
conform to Seller's specifications for such Goods set forth in Sellers proposal or.in the absence of such a proposal.such
spedfmalfcns for such Goods appearing in Sellers product catalogues and literature er in the Safes Confirmatory,at the time of thre
order and will be free from material defects in material and workmanship(thus'Limited WanranW). Buyer shalt notify Seller
promptly in writing of any claims within the Warranty Period and provide Seller with an opportunity to inspect and test the Goods or
service claimed to fail to meet this Limited Warranty. Buyer shall provide Seiler Wth a copy of the erional invoke for the product or
service,and prepay all freight charges to return any Goods to Sellers factory.or other facility designated by Seller All claims must
be accompanied by1WI parliculars,including system operating conditions.if applcable. If the defects are of such type and nature as
to be coined by this Lirnnted Warranty.Seller shall,at its option and in its sole discretion,either(a)accept return of the defective
Goods and fumish replacement Goods:(b)furnish replacement parts for the defective Goods;(a)repair the defective Goods:or(d)
accept return of the detective Goods and return payments made.or issue credits for.such defective Goods. If Seller determines
that any warranty claim is not.in fact covered by this Limited Warranty,Buyer shall pay Seller its then customary charges for any
additionally required service or products.
11.2 Limited Warranty for Services.Seller further warrants that all Services performed hereunder, if arty, will be performed in a
worknro3nlike manner in accordance with applicable lase and industry standards by qualmTed personnel(this'Limited Wananrty for
Services");this Lirrnrted Warranty for Sermes;shall survive for 30,days follaWng Sellers compliebon of the Services Me`Service
WaminlyPeriod') In the event of a warranty claim under this Limited Warranty for Services.Buyer shall inform Seller promptly in
writing of the details of the rdafm within the Service Warranty PeffkKk Seflerrs liability under any service warranty is finned(in
Seller's sole d'sscrrfiom)to repeating the service that during the Service Warranty Period does not meet this Limited Warranty for
Serviices or issuing credit for the nnrucnfomung portion of the seTVice: If Seiler delermines that any warranty claim is not.in fact,
covered by the foregoing limited Warranty for SenAces,Buyer shall pay Self its then customary charges for all services performed
by Seller
11_3 No Wamamty as to Third Party Products_Products manufactured by a third party(Word Party Product')may constitule,contain,be
contained in,incorporated into.attached to or packaged together with.the Goods.Third Party Pnoduets are not covered by the
warranty in Section 11.1.Far the avoidance of doubt. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH
RESPECT TO ANY THIRD PARTY PRODUCT,INCLUDING ANY(a)WARRANTY OF MERCHANTABILITY;(b)WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE;(c)WARRANTY OF TITLE;OR(d)WAFU AfiIfY AGAINST INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY;WHETHER EXPRESS OR IMPLIED BY LAIN, COURSE OF
DEALING,COURSE OF PERFORMANCE,USAGE OF TRADE OR OTHERWISE With respect to any Third Party Product the
warranty,if any,is provided solely through the manufacturer of such Thins Party Product,the terms of which vary from manufacturer
to manufacturer and Seller assumes no responsibility on their behalf For Third Panty Products,specific warranty terms may be
obtained from the manufacturers warranty statement
11A Other Limits_EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 11.1 and 11.2,SELLER MAKES NO WARRANTY
WHATSDEVER WITH RESPECT TO THE GOODS AND SERVICES,INCLUDING WITHOUT[IMITATION ANY(a)WARRANTY
OF MERCHANTABILITY;(b)WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;(c)WARRANTY OF TITLE-OR(d)
WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY;WHETHER EMPRESS
OR IMPLIED BY LAW,COURSE OF DEALING,COURSE OF PERFORMANCE,USAGE OF TRADE OR OTHERWISE. Seller
does not warrant against and in no event shall Seiler be liable for,damages or defects arising out of improper or abnormal use.
misuse,abuse.improper installation(other than by Seller),appfrcabon,operation.maintenance or repair,allmfion,accident or for
negligence in use.storage.transportation or handling or other negligence of Buyer.In no event shall Seger be liable for any Goods
repaired or altered by someone other than Seller other than pursuant to written aulhorikad n by Steer.
11.5 THIS WARRANTY IS EXCLUSIVE_THE LIMITED WARRANTY AND THE LIMITED WARRANTY FOR
SERVICES ARE THE SOLE AND EXCLUSIVE OBLIGATIONS OF SELLER WITH RESPECT TO THE DEFECTIVE GOODS AND
SERVICES. SELLER SHALL NOT HAVE ANY OTHER OBLIGATION WITH RESPECT TO THE GOODS,SERVICES,OR ANY
PART THEREOF,WHETHER BASED ON CONTRACT,TORT,STRICT LIABILITY,OR OTHERWISE THE REMEDIES SET
FORTH IN SECTIONS 11.1 AND 11.2 SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE
LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11_7 AND 11.2.
IIIA Bever Breach.In no event shall Buyer be entitled to claim under the above Limited Warranties itBuyer is in breach of its obligations,
including but not limited to paymert,hereunder
12 Limitation of LiabW.
12-1 IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL,INDIRECT,INCIDENTAL,SPECIAL,EXEMPLARY,
OR PUNITIVE DAMAGES,LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE,INCLUDING WITHOUT LIMITATION,
REMANUFACTURING COSTS AND REWORK COSTS,DE4NSTALLATION OR RHNSTALLATION COST,WHETHER OR
NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN
REASONABLY FORESEEN BY BUYER,REGARDLESS OF THE LEGAL OR EQUITABLE THEORY(TORT CONTRACT,OR
OTHERWISE)UPON WHICH THE CLAIM IS BASED,AND WHATEVER THE FORUM,WHETHER ARISING OUT OF OR IN
CONNECTION WITH THE MANUFACTURE,PACKAGING,DELIVERY,STORAGE,USE,MISUSE OR NON-USE OF ANY OF
ITS GOODS OR SERVICES ORANY OTHER CAUSE WHATSOEVER
28
Revised 3.11.20tp
Ralf Corpora#iron Pell Water
Pall Technology Services
122IN No EVENT SHALL SELLERS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMNT
WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHEI MSE,EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FORTHE GOODS SOLD HEREUNDER
123 The f mitat"ucn of liabiliity set forth in Secfon 172 above shall not apply to{j Rabi)'dy mesuD ng fumm Sellers gross negligence cr willfcd
misconduct and C[i)death or bodily injury resulting frent Sellers acts or omissions.
13. Cancellation:Buyer may not cancel this.Agreement alter Salles Con6mnation unless all the details are approved in wriling by the parties,
indudng Buyer's agreement to pay a stated arnourrt of termination charges.
14. Termination:In addition to any remedies that may be prawded under these Terms,Seller may laudnate this Agreement with immediate
effect upon written nice to Buyer.if Buyer.(i)fags to pay any amount when due under this Agreement and such fafiurre continues for 10
days after Buyers receipt of waitfen notice of nonpayment,(n)has not agrerwise performed or complied with any afthese Termm in whole
at in part.or(Ma)becomes insolvent titles a petition for banluptcy or commences or has commenced against it proceed"ergs relating to
bankruptcy.re c eivershiR reorganization or assignment forthe benefit of creditors_
15. Changes_Seger shall not be obligated to implement any changes or vada fans in the scope of work described in Sealer's Documentation
unless Buyer and Seller agree in writing to the details cFthe change and any resullirV price,schedule or other contractual madificalions-
This includes:any changes or variations necessitated by a change in app6oahte law occurring after the effecd-ire dlabe of this Agreement
including these Terms_
16_ Mbellectual Property Infringement Buyer has no aulhorf adian to nnake any representatim statement or warranty an behalf of Seller
relating to,any Goods sold hereunder. Buyer shall indemnify and defend,at its awn expense.Seger against claims or liability for U.S.or
applicable foreign patent,copydghk trademark or other intellectual property infringement and for product fire tli ty arising from the
preparation or manufacture of the Goods according to Buyers specifications or instructions,or h an Buyer's unauthorized or improper
use of the Goods or part thereof.or from any changes or aderadons to the Goods or part thereof made by persons other Ilan Seller or
from the use of the Goods In combinaban with products not fumished by Seller or from the manufacture or safe or use of Buyer products
which incorporate erintegrate the Goods.
17. Ownership of Materials-AM ideas,concepts.whether patentable or not devices,inventions.copyrights.improvements or discoveries.
designs(includirig drawings.plans and specrTications),estimates,prices notes,electronic data and otherdoruments or information that
are:a)created prepared,reduced to practice or disclosed by Seller andrar b)based upon,derived from.or utilize the Confidential
Information of Sitter.and all rellated intellectual property rights.shall at all tienes remain Sellers properly_ No right,titre or interest in any
patents,trademarks,trade names or trade secrets.or in any paldem.drawing or design flu any of the Goods or In airy other Seller
intellectual property right shall pass or transfer to the Buyer and Seller gall at all times retain ownership rights therein. Notwithstanding
the foregoing,Seller grants Buyer a nor-exciusrre.non-transferable license to use any such rnaterral to the extent necessary and solely
for Buyer's use of the Goods purchased by Buyer from Seller hereunder_ Buyer shall not disclose any such material to third parties
without Sellers prior written consent As a condition to Sellers defivery to Buyer of the Goods.Buyer shall net.directly or indirectly.and
shall cause its employees,agent and representatives not Ia.(i)alter or mod-cry the{roods.(ii)disassemble,decompile or otherwise
reverse engineer or anatyne the Goods.(R)remove any product identification or proprietary rights notices,@v)modify or create derivative
works,(v)otherwise take any action contrary to Sellers rights in the technology and intellectual property relating to the Goods.(vi)assist
or ask others to do any of the foregoing.
19_ Export As a condition to Seller's delivery to Buyer of the Goods.Buyer agrees,with respect to the exportation or resale of the Goods by
Buyer,to comply with all requirements of the International Traffic in Arne Regulations(TFAW)and the Export A[bninistration Regulations
("EAR'),regulations issued thereunder and any subsequent amendments thereto.and all other national,including.but not limited to,
European.government laws and regulations on export controls.including taws and regulations per"ring to export licenses,restrictions
on export to embargoed countries and restrictions on sales to certain persons andror entities_ Buyer further agrees that the shipment
- anftr delivery cif the Goods by Seger is contingent upon Self obtaining all required export aulfxxizations fxsenses,and permits
(collectively."Authoraaflone)and Buyer agrees that Seller shall not be liable to Buyer for any failure or delay in the shipment or
delivery of the Goads if such Autharizations are delayed,casdidoned,denied ar not issued by the regulatory or governmental agencies
having jurisdiction over such Authorizations_
19_ Confidentialftyr If Seller discloses or gram Buyer access to any research, development,technical.eonomio,or other business
information or'know•how"cf a confidential nature.whether reduced to waiting or not Buyer will not use or disclose any such information
to any other person or company at any time.without Sellers prior written consent In the event that Buyer and Seller bane entered into a
separate confidentiality agreement(the'Confidentiality Agreemenr).the terns and conditions of the Confidentiality Agreement shall
take precedence over the teems of this paragraph.
29. No Waiver_No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by
Self.Sellers failure to exercise.or to delay in exercising,any right remedy,power or privilege arising from this Agreemenk or to insist
on Buyers strict performance of these Terns shag not operate as or be construed as a waiver by Steer_
21. Force Majeurw.Whenever performance by Seller of any of its obligations hereunder is substantially prevented by reason of any act of
God.strike,lode out,or other industrial or transportation disturbance.fire.Iacic of materiels.law,regulation or ordinance,tear or war
conditions.or by reason of any other matter beyond its reasonable control.then such performance shall be excused.and deemed
suspended during the continuation of such event and for a reasonable tine thereafter,delayed,or adjusted ac codngly.
29
Revised 3.11.20tp
Pf4l�lla Pall Corpvratlon Pall Water
Pall Techrinlogy Services
22 No Thinf-Party Beneliiciaries:This Agreement is for the sole bent of the parties hereto and their respective successors and perndled
assigns and nothing herein.express or impFed,is intended to or shall corder upon any other person or entity any legal or equitahfe ri^
benefit or remedy of any nature wthatsoever under or by reason of these Terms.
23. Relationship of the Parses:The relationship beheeen ire parties is that of independent contractors.Nothing contained in this
Agreement shall he constnred as treating any agency.partnership,joint venture or other form of joird enterprise,emptoymneat orliduciary
relationship belwmen the parties,and neither party shall have authority to contract for or bind the rather party in any manner whatsoever.
24. Validly:if any provision of this Agreement.the Sales Cordurma6on or these Terms is held by any competent authority to be invalid or
unenkn eable in whale or in any part.such provision shall be ineffective.but a*to the extent of such invalidity or unenilorceatiffly.
wrtiaout inaelidatinig the remainder-of such provision nor the other provisions,whoa:shall not be affected.
25_ Governing law:This Agreement.and all the rights and duties of the parches arising from or relating in any ways to the subject matter of
this Agreement or if--transacfban(sp contemplated by it shall be gouemed by the laws of the Stale of New York.without giving effect to
any choice or canilict of law provision or mule(whether of the Stale of New York or any other judsdiction)that would cause the application
of the laws of arry jurisdiction other than those of the State of New Yak
The parties expressly exclude the application of the United Nations Cornrentions on Contracts for the International.Sale of Goods.and
further exclude the applications of the Intanafoonal Sale of Goods Contracts Convention Act S.C,1990-199 T.CA3,and the International
Sale of Goods Act.R.S.O.1990.C.L 10.as amended
26. Submission to Jurisdiction:Buyer and Seller hereby unconditionally and irrevocably submit to(and waive any objection on the grounds
of inwrivenient forum or otheniiise)the jurisdiction of the Supreme Court of the State of New York.County of Nassau or the United
States Dbjfd Court for the Southern Di stid of Nov York,which courts shall have excursive jurisdiction to adjudicate and determine any
suit,action or proceeding regarding or relafng to this Agreement and the purchase and supply of the Goods A judgment,order or
decision of those courts in respect of arty such claim or dispute shall be conclusive and may be recognized and enforced by any courts of
any state.country or otiner j urisdic liar.
2T_ No Jury Triat BUYER AND SELLER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDM OR COUNTERCLAdM ARISING,OUT OF OR RELATING TO THIS AGREEMENT
29. Survival:All payment,ccnlideniality and indemnity obligations,warranties,Imitations of liability.product return,and ownership of
matedars pmwlsfons together with these sections the survival of which is necessary for the interpretation or enforcement of these Terms,
shall continue in full fence and~for the duration stated in such provisions ordhe applicable statute of limitations.
29_ Amendment and Nbdficatiac This Agreement may only be amended or mod fled in a uniting which specifically states that BI
amends this Agreement and is signed by an authorized representative of each party_
30
Revised 3.11.20tp
M&C Review
Official site of the City of Fort Worth,Texas
RTH
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DATE: 8/4/2020 REFERENCE **M&C 20- LOG NAME: 60WTR FILTRATION
NO.: 0514 MEMBRANES
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Contract with Pall Corporation in an Amount Not to Exceed
$300,000.00 to Procure 136 Water Filtration Membranes for the Westside Water
Treatment Plant Capacity Expansion from 15 Million Gallons Per Day to 18 Million
Gallons Per Day and Authorize Four One-Year Renewals in the Amount of$50,000.00
Per Year to Procure Water Filtration Membrane Parts and Adopt Appropriation
Ordinances (ETJ adjacent to COUNCIL DISTRICT 3.)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of a contract with Pall Corporation in an amount not to exceed
$300,000.00 for the purchase of 136 water filtration membranes for the Westside Water
Treatment Plant capacity expansion project from 15 million gallons per day to 18 million
gallons per day and authorize four one-year renewals in the amount of $50,000.00 each for
water filtration membrane parts;
2. Adopt the attached Appropriation Ordinance increasing receipts and appropriations in the
Water Impact Fee Fund in the amount of $300,000.00 from available funds for the purpose of
transferring funds from the Water/WasteWater Wholesale Impact Fees and Water/WasteWater
Retail Impact Fee projects (City Project Nos. B20004 and 620005) to the Westside Water
Treatment Plant Plate Settler Expansion Project (City Project No. 102052); and
3. Adopt the attached Appropriation Ordinance adjusting receipts and appropriations in the Water
Impact Fee Fund in the amount of $300,000.00 by decreasing receipts and appropriations in
the Water/Wastewater Wholesale Impact Fees and the Water/Wastewater Retail Impact Fees
projects by the same amount, and by increasing receipts and appropriations in the Westside
Water Treatment Plant Plate Settler Expansion Project (City Project No. 102052) by the total
amount of $300,000.00.
DISCUSSION:
The Westside Water Treatment Plant began serving the community in April, 2012 with an initial
capacity of 12 million gallons per day (MGD). In 2015 the plant was expanded to a capacity of 15
MGD. Now with continued growth and development in west Fort Worth, the Water Department
desires to bring the plant's capacity up to 18 MGD with the procurement and in-house installation
of filtration membranes in support of other improvements associated with the Westside Water
Treatment Plant Expansion project (City Project No. 102052) previously approved by City Council
(Mayor& Council Communication C-29181 and 20-0322).
The Westside Plant was designed and permitted using Pall Corporation membrane equipment,
sizing, operating protocols, programming, and TCEQ approval. Under this proposed agreement,
Pall Corporation, the originally sourced filtration membrane provider, will provide membranes to
facilitate the 3 MGD increase, perform startup testing, commissioning, and Staff training as a part
of the purchase. The membrane equipment and associated piping will be installed by Water
Department staff. The annual agreement will be used to maintain the existing membranes.
Sole Source Statement: Pall Corporation is the only Texas Commission on Environmental Quality
(TCEQ) certified company which can provide the filtration membrane related to this upgrade.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=28083&councildate=8/4/2020[8/28/2020 10:31:28 AM]
M&C Review
Funding for the Westside Water Treatment Plant Plate Settle Expansion Project is depicted in the
table below:
Existing Additional
Fund Appropriations Appropriations Project Total
Water Impact Fee - $350,088.00 $300,000.00 $650,088.00
Fund 56003
Project Total $350,088.00 $300,000.00 $650,088.00
MWWBE OFFICE: A waiver for the goal for MBE/SBE subcontracting requirements was requested
by the Water Department and approved by the OBD, in accordance with the BDE Ordinance,
because the MWBE Waiver is based on the sole source information provided to the OBD by the
managing department's project manager.
The project is located in Tarrant County, adjacent to COUNCIL DISTRICT 3.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the Water Impact Fee Fund W/WW
Wholesale Impact Fees and W/WW Retail Impact Fees projects, as appropriated, and upon
approval of the above recommendations and adoption of the attached appropriation ordinances,
funds will be available in the Water Impact Fee Fund Westside WTP Plate Settlers project as
appropriated. Prior to an expenditure being incurred, the Water Department has the
responsibility to verify the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by: Dana Burghdoff(8018)
Originating Department Head: Chris Harder (5020)
Additional Information Contact: Martin Phillips (8293)
ATTACHMENTS
60WTR FILTRATION MEMBRANES MAP pdf
60WTR FILTRATION MEMBRANES 56003 A020(R2).docx
60WTR FILTRATION MEMBRANES 56003 A020(R3)docx
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=28083&councildate=8/4/2020[8/28/2020 10:31:28 AM]
Request for Taxpayer Give Form to the
Form 9
(Rev.October2018) Identification Number and Certification requester.Do not
Department of the Treasury send to the IRS.
Internal Revenue Service ►Go to www.irs.gov/FormW9 for Instructions and the latest Information.
1 Name(as shown on your income tax return).Name Is required on this line;do not leave this line blank.
Pall Corporation
2 Business name/disregarded entity name,if different from above
Pall Water
3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to
following seven boxes. certain entitles,not Individuals;see
a instructions on page 3):
a ❑ Indlviduallsole proprietor or C Corporation ❑S Corporation ❑ Partnership ❑Trustlestate
6 single-member LLC Exempt payee code(if any)
[] Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)►
`o Note:Check the appropriate box in the line above for the tax classification of the aingle-member owner. Do not check Exemption from FATCA reporting
LLC If the LLC Is classified as a sin le-member LLC that Is disregarded from the owner unless the owner of the LLC Is ( y)
another LLC that Is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a aingle-member LLC that code IF an
o Is disregarded from the owner should check the appropriate box for the tax classification of Its owner.
N ❑ Other(see lnstructlons))► (4pp#w to eccounfs metnt4wd outside the US.)
to S Address(number,street,and apt.or suite no.)See Instructions. Requester's name and address(optional)
839 State Route 13
6 City,state,and ZIP code
Cortland, NY 13045
7 List account numbers)here(optional)
Taxpayer Identification Number(TIN)
Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number
backup withholding.For Individuals,this is generally your social security number(SSN.However,for a
resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other
entitles,It Is your employer Identification number(EIN).If you do not have a number,see How to get a FM
TiN,later. or
Note:If the account is In more than one name,see the Instructions for line 1.Also see What Name and I Employer Identification number
Number To Give the Requester for guidelines on whose number to enter.
M11 — 1 5 4 1 3 3 0
Certification
Under penaltles of perjury,I certify that:
1.The number shown on this form Is my correct taxpayer Identification number(or I am waiting for a number to be Issued to me);and
2.1 am not subject to backup withholding because;(a)i am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue
Service(IRS)that I am subject to backup withholding as a result of a failure to report all Interest or dividends,or(c)the IRS has notified me that I am
no longer subject to backup withholding;and
3.1 am a U.S.citizen or other U.S.person(defined below);and
4.The FATCA code(s)entered on this form(if any)Indicating that I am exempt from FATCA reporting Is correct.
Certification instructions.You must crass out Item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because
you have falled to report all Interest and dividends on your tax return,For real estate transactions,item 2 does not apply.For mortgage Interest paid,
acquisition or abandonment of secured property,cancellation of debt,contributions to an Individual retirement arrangement(IRA),and generally,payments
other than Interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the Instructions for Part It,later.
Sign Signature o1 IgIZ02-6
Here U,S.person► ►Date '
General Instructions •Form i099-DIV(dividends,including those from stacks or mutual
funds)
Section references are to the Internal Revenue Code unless otherwise .Form 1099-MISO(various types of Income,prizes,awards,or gross
noted. proceeds)
Future developments.For the latest information about developments a Form 1099-8(stock or mutual fund sales and certain other
related to Form W-9 and Its Instructions,such as legislation enacted transactions by brokers)
after they were published,go to wwwdrs,gov/FormW9.
•Form 1099-8(proceeds from real estate transactions)
Purpose of Form •Form 1099-K(merchant card and third party network transactions)
An Individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest),1098-E(student loan Interest),
Information return with the IRS must obtain your correct taxpayer 1098-T(tuition)
Identification number( IN)which may be your social security number •Form 1099-0(canceled debt)
(SSN),individual taxpayer Identification number(ITIN),adoption .Form 1099-A(acquisition or abandonment of secured property)
taxpayer Identification number(ATIN),or employer identification number
(EIN),to report on an Information return the amount paid to you,or other Use Form W-9 only If you are a U.S,person(Including a rosldont
amount reportable on an information return.Examples of information alien),to provide your correct TIN.
returns Include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might
•Form 1099-INT(interest earned or paid) be subject to backup withholding.See What Is backup withholding,
fater.
Cat.No.102SIX Form W-9(Rev.10-2018)