HomeMy WebLinkAboutContract 57030 CSC No.57030
FORTWORTH.
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and
through its duly authorized Assistant City Manager,and Hach Company("Vendor"),a entity and acting by
and through its duly authorized representative, each individually referred to as a"party"and collectively
referred to as the "parties."
1. Scope of Services. Vendor hereby agrees to provide services and repairs of OEM Hach
instrustruments for the City of Fort Worth Water Department.("Services"), which are set forth in more
detail in Exhibit"A,"attached hereto and incorporated herein for all purposes.
2. Term. This Agreement begins on the date subscribed below by the City's designated
Assistant City Manager ("Effective Date") and expires on one year from that date ("Expiration Date"),
unless terminated earlier in accordance with this Agreement("Initial Term"). City will have the option,in
its sole discretion, to renew this Agreement under the same terms and conditions, for up to 4 one-year
renewal option(s)(each a"Renewal Term").
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed One Hundred Forty-Two Thousand Six Hundred
Seventeen Dollars and Thirty-Three Cents ($142,617.33). Vendor will not perform any
additional services or bill for expenses incurred for City not specified by this Agreement unless City
requests and approves in writing the additional costs for such services. City will not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
OFFICIAL RECORD
Vendor Services Agreement
CITY SECRETARY
FT. WORTH, TX
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access.Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised,in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will,until the expiration of three (3)years after
final payment under this Agreement,or the final conclusion of any audit commenced during the said three
years,have access to and the right to examine at reasonable times any directly pertinent books,documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
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will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City.Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers,agents, servants,employees,contractors,or contractors.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTSAND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,
AGENTS,SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will 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, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole 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,Vendor will fully participate and cooperate
with City in defense of such claim or action.City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
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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,Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City 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 City'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 City; or (d)if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assi ng ment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 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
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle"will be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
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Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are 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) Professional Liability(Errors&Omissions): ❑ Applicable ❑N/A
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees,officers,officials,agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City.Ten (10) days' notice will be
acceptable in the event of non-payment of premium.Notice must be sent to the
Risk Manager, City 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 City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
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11. Compliance with Laws,Ordinances,Rules and Reeulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances,rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors,subcontractors,and successors in interest,as part of the consideration herein,agrees that in the
performance of Vendor's duties and obligations hereunder, it will 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 VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will 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 CITY: To VENDOR:
City of Fort Worth Hach Company
Attn: Assistant City Manager Gail Feikes,
200 Texas Street P.O.Box 389
Fort Worth,TX 76102-6314 Loveland,CO 80539-0389
Facsimile: (817) 392-8654 Facsimile:
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
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17. Governing Law/Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action,whether real or asserted,at law or in equity,is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems;restraints or prohibitions by any court,board,department,commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance,as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or the Exhibits.
22. Amendments/Modifications/Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes,be deemed an original,but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either(a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
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of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City,Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services.VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers,procedures,guides, and documentation that are created,published,displayed,or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City
will be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first).Each copyrightable aspect of the Work Product will be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright
Act of 1976, as amended,Vendor hereby expressly assigns to City all exclusive right,title and interest in
and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim,lien for balance due,or rights of retention thereto on the part of City.
27. Signature Authority. The person signing this Agreement hereby warrants that they have
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 any amendment hereto,may be executed by any authorized representative of Vendor.Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Company Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code,the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1)does
not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and "company"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement,Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of
the Agreement.
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30. Prohibition on Boycotting Energy Companies.Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2,
the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or
more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-
time employees unless the contract contains a written verification from the company that it: (1) does not
boycott energy companies; and(2)will not boycott energy companies during the term of the contract. The
terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not
boycott energy companies;and(2)will not boycott energy companies during the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries.Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added
by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or
services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity"
and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that
Vendor's signature provides written verification to the City that Vendor:(1)does not have a practice,policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor,their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
Vendor Services Agreement Page 9 of 12
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
Dana 24L( hdoAc responsible for the monitoring and administration of
By. Dana Burghdoff(:ran 22,2022 09:03 CST) this contract,including ensuring all performance and
Name: Dana Burghdoff reporting requirements.
Title: Assistant City Manager
s a
Date: 120 By:
Name: Shatabya Bergland
APPROVAL RECOMMENDED: Title: Contract Compliance Specialist
APPROVED AS TO FORM AND LEGALITY:
C ltrl�� tAIII-der
By: Christopher Rarder(Jan 20,202216:43 CST)
Name: Chris Harder 01A
Title: Water Director [��I
By: DBlack(Jan 21,2022 17:34 CST)
Name: Doug Black
ATTEST: Title: Sr.Assistant City Attorney
CONTRACT AUTHORIZATION:
7g��e��e Goo�lgCG M&C: 21-0991
By: Jannette S.Goodall(Ja n 24,2022 07:37 CST) Form 1295•
Name: Jannette Goodall
Title: City Secretary pXy F°FoRr�aad
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VENDOR: a�a���EX ASb�p
Hach Company
By. ..
Name: Kathleen Dyekman
Title: Service Contracts Mgr, NA
Date: 1/12 12022
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Vendor Services Agreement Page 10 of 12
EXHIBIT A
SCOPE OF SERVICES
Vendor Services Agreement Page 11 of 12
FORT WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorney for review.The attorney will review the information you have
provided to determine whether an exemption to Chapter 252's biding requirements is defensible.
If you are printing this form to provide to Legal,please do not provide the Primer portion. Failure
to provide sufficient information may result in follow up questions and cause a delay in the
attorney's determination.
Section 1: General Information
Requesting Department: Water Department
Name of Contract Manager: Shatabya Ber lg and
Department's Attorney: Doug Black
Item or Service sought:
Goods: n
Service: M
Anticipated Amount: $142,617.33
Vendor: Hach Company
Current/Prior Agreement for item/service: Yes ❑ No
CSC or Purchase Order#: N/A
Amount: N/A
Projected M&C Date: N/A
How will this item or service be used? Services will be used to repair, start-up and
maintain Hach Company instruments purchased. Water owns a large number of Hach
instruments of various model numbers and functions. All of the instruments are generally used to
measure water quality either in the field, in the plant, or in a lab setting. Many of these
instruments are used to verify compliance with our water quality_permits. The services for these
instruments include re ug latory (TCEQ)required calibrations and various repairs as needed. Hach
is the only approved vendor to perform these services.
Page 1 of 6
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE - For a claimed sole-source exemption, complete Section 3.
Please indicate the non-sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions:
n A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents;
n A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
n A procurement for personal,professional, or planning services;
n A procurement for work that is performed and paid for by the day as the work
progresses;
n A purchase of land or a right-of-way;
n Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
n A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
n A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
n Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
• under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
n Services performed by blind or severely disabled persons;
n Goods purchased by a municipality for subsequent retail sale by the municipality;
n Electricity; or
Page 2 of 6
❑Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form.
Section 3: Claimed Sole-Source Exemption and Justification
NOTE - For any non-sole-source exemption, complete Section 2.
Please indicate the sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
*A procurement of items that are available from only one source, including:
• items that are available from only one source because of patents,copyrights,
secret processes, or natural monopolies;
• films,manuscripts, or books;
• gas, water, and other utility services;
• captive replacement parts or components for equipment;
• books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
• management services provided by a nonprofit organization to a municipal
museum, park, zoo, or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available from one source?
Speaking to the representatives with Hach Company
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
Sole Source justifiation letter attached and discussions with personnel who deal with the
instruments directly.
Did you attach a sole source justification letter? ® Yes ❑ No
Page 3 of 6
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). Hach
Company personnel are the only authorized people to perform any work on the instruments or it
will void the warranty.
Section 4: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? F1 Yes n No.
Was there anything attached to this form that was relied on in making this determination?
M Yes n No.
If yes,please explain:Sole source letter from Hach, dated 9/21/2021, confirming that any
unauthorized repairs will result in voiding the instrument's warranty]
Was there anything not included on this form or attached hereto that was relied on in making this
determination? n Yes F1 No.
If yes,please explain:
Will the standard terms and conditions apply? F1 Yes n No.
Will the contract require special terms? n Yes F1 No.
Will the contract require review by the department attorney? F1 Yes n No.
Approved By:
W
Date: 11/16/21
Tay or Paris/Jessika Williams
Assistant City Attorney
Page 4 of 6
A
T �Z
CERTIFIED PROGRAMS
Hach Company Instrument Service and Parts
9/21/2021
Dear City of Fort Worth:
The instruments you purchased, part of the following family of brands ---Hach, American Sigma,Anatel,
Astro, Great Lakes Instruments, Hydrolab, Lachat, Marsh-McBirney, Orbisphere, OptiQuat, OTT,
Polymetron and Radiometer-Analytical ---were designed to be reliable, durable and easy to operate.
Our goal is to design and manufacture instruments that give accurate readings with minimum
maintenance requirements.
The Hach Service Representative is a highly trained professional that has a thorough, in-depth
knowledge of the workings of each manufactured instrument. Our factory-trained service personnel are
the only people authorized to perform any repair, start-up service or maintenance on these
instruments. Because of the many different parameters and types of analyzers, we do not recognize or
authorize any other service organization to perform repair or recalibration on these analyzers. As an
ISO 9001 certified company, we maintain the highest standards for quality assurance and NIST traceable
test and calibration equipment. Also, unauthorized repairs will result in voiding the instrument's
warranty.
All parts used in our instruments meet our specifications and conform to our high standards. Many
parts that may be available from a local vendor go through a testing procedure before being available as
a Hach authorized part to ensure that they meet the performance tolerances specified for proper
instrument performance. Additionally, the use of non-Hach supplied parts will result in voiding the
instrument's warranty.
We have service repair centers that can repair and return instruments efficiently and economically. For
on-site services we have an extensive field service organization.
Please contact the Hach Company Service Center at 1-800-227-4224 ext.6180, or web site at
www.hach.com for additional information.
Sincerely
The Hach Company Service Group
Be Right-
EXHIBIT B
PAYMENT SCHEDULE
Vendor Services Agreement Page 12 of 12
Page : 1 of 7
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-EA
Tit bT QUOTATION GLE MOUNTAIN
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
Partnership Number: HACH252718-EAGLE Version : 0.21 Quotation Date 15-DEC-21
MOUNTAIN
Expiration Date 14-JAN-22
Hach Company Service Partnership Service Partnership
Contact Feikes, Gail Phone Email gfeikes@hach.com
Customer Ref Budgetary Quote Customer Contact: JOSEPH, GEORGE
Customer Phone 817-392-2190 Customer Fax: 817-237-7191 Customer Email : george.joseph@fortworthgov.
o rg
Bill-To Account#208256 Ship-To Account#208256
Customer Name CITY OF FORT WORTH Customer CITY OF FORT WORTH Payment Terms: Net 30
Name
Address4 Address4 Billing Method: Annual-Invoices on
START Date
Addressl 200 TEXAS ST Addressl 6801 BOWMAN ROBERTS Currency: USD
RD
Address2 Address2
Address3 Address3
City,State, City,State, FORT
PostalCode FORT WORTH-TX-76102 Postalcode WORTH-TX-76179-3385
Province/ US Province/ US
Country Country
Line Service Name Line Total
Covered Product Start Date End Date Description/Serial Number
1 FSPSC200 14-DEC-21 13-DEC-22 Fld Svc-1V SC200 4,192.00
Controller:14-DEC-2021:13-DEC-2
022
1.1 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 151000125939
1.2 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 151000125943
1.3 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 151000125945
1.4 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 151000125946
Page : 2 of 7
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-EA
Tit bT QUOTATION GLE MOUNTAIN
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
1.5 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 151000125948
1.6 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 151000125949
1.7 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 151000133944
1.8 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 151000133945
1.9 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 151000133946
1.10 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 151000133947
1.11 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 151000133952
1.12 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 151000133953
1.13 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 151000133954
1.14 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1511CO126534
1.15 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1511 C01 51898
1.16 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 151000123939
2 BSPPLUSSL1000 14-DEC-21 13-DEC-22 BenchPlus 697.00
S L 1000:14-DEC-2021:13-DEC-202
2
The Bench Service Plus includes:
Factory repairs only, one
PM/Calibration on site per year,
unlimited technical support calls
and free software upgrades on your
instrument. Travel is included for
one on-site visit.Additional visits
may be billable.
2.1 9430000 ee ASSY, INSTRUMENT, SL1000 ;
160190101341
3 FSPTU53XX- 1 VISIT 14-DEC-21 13-DEC-22 Fld Svc TU53XX 1 14,725.00
VST:14-DEC-2021:13-DEC-2022
Field Service includes:All parts,
Page : 3 of 7
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-EA
TZ QUOTATION GLE MOUNTAIN IMMIMIRM
CE-FIE0E-R-5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
labor, and travel for on-site repairs,
1 on-site calibrations per year,
factory recommended maintenance
(including required parts), unlimited
technical support calls, and free
firmware updates. Please see
service terms and conditions for
additional details on our service
plans, and to ensure you have an
opportunity to review our
environmental and safety
requirements. Coverage does NOT
include Filtrax or Filterprobe.
These units must be covered under
a separate FSP offering.
3.1 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2026269
3.2 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2026270
3.3 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2026477
3.4 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2026478
3.5 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2029009
3.6 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2029076
3.7 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2029081
3.8 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2029085
3.9 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2029450
Page : 4of 7
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-EA
Tit M QUOTATION GLE MOUNTAIN
CERTIFIED FF-A- Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
3.10 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2029622
3.11 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2029628
3.12 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2030503
3.13 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2030705
3.14 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2030708
3.15 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2030713
3.16 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2031044
3.17 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2031056
3.18 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2031116
3.19 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2031169
3.20 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2031173.
3.21 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2031175
3.22 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2031182
Page : 5 of 7
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-EA
Tit bT QUOTATION GLE MOUNTAIN
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
3.23 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2031761
3.24 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2031764
3.25 LXV445.99.13112 db ee TU5300sc
TURB,SYSCHK,RFID,EPA;
2031850
Sub Total: 19,614.00
Tax: 0.00
Total: 19,614.00
Partnership Notes
All purchases of Hach Company products and/or services are expressly and without limitation subject to Hach Company's Terms&Conditions of
Sale("Hach TCS"),incorporated herein by reference and published on Hach Company's website at www.hach.com/terms. Hach TICS are
incorporated by reference into each of Hach's offers or quotations,order acknowledgments,and invoice and shipping documents.The first of the
following acts shall constitute an acceptance of Hach's offer and not a counteroffer and shall create a contract of sale("Contract")in accordance
with the Hach TICS,subject to Hach's final credit approval:(1)Buyer's issuance of a purchase order document against Hach's offer or quotation;
(ii)Hach's acknowledgement of Buyer's order;or(iii)commencement of any performance by Hach in response to Buyer's order.Provisions
contained in Buyer's purchase documents that materially alter,add to or subtract from the provisions of these Terms and Conditions of Sale
shall be null and void and not considered part of the Contract
Customer Name CITY OF FORT WORTH
Customer P.O.Number
Customer Reference Number
TERMS &CONDITIONS OF SALE FOR HACH COMPANY PRODUCTS AND SERVICES
This document sets forth the Terms&Conditions of Sale for goods manufactured and/or supplied,and services provided,by Hach Company of Loveland,Colorado("Hach")and sold to the original purchaser thereof("Buyer").Unless otherwise
specifically stated herein,the term"Hach"includes only Hach Company and none of its affiliates.Unless otherwise specifically stated in a previously-executed written purchase agreement signed by authored representatives of Hach and Buyer,these
Terms&Conditions of Sale establish the rights,obligations and remedies of Hach and Buyer which apply to this offer and any resulting order or contract for the sale of Hach's goods and/or services("Products").
1. APPLICABLE TERMS&CONDITIONS:
These Terms&Conditions of Sale are contained directly and/or by reference in Hach's offer,order acknowledgment,and invoice documents.The first of the following acts constitutes an acceptance of Hach's offer and not a counteroffer and creates a
contract of sale("Contract")in accordance with these Terms&Conditions:(i)Buyer's issuance of a purchase order document against Hach's offer;(ii)acknowledgement of Buyer's order by Hach;or(iii)commencement of any performance by Hach
pursuant to Buyer's order.Provisions contained in Buyer's purchase documents(including electronic commerce interfaces)that materially alter,add to or subtract from the provisions of these Terms&Conditions of Sale are not a part of the Contract.
2. CANCELLATION:
Buyer may cancel goods orders subject to fair charges for Hach's expenses including handling,inspection,restocking,freight and invoicing
charges as applicable,provided that Buyer returns such goods to Hach at Buyer's expense within 30 days of delivery and in the same condition as received.Buyer may cancel service orders on ninety(90)day's prior written notice and refunds will be
prorated based on the duration of the service plan.Inspections and reinstatement fees may apply upon cancellation or expiration of service programs.Seller may cancel all or part of any order prior to delivery without liability if the order includes any
Products that Seller determines may not comply with export,safety,local certification,or other applicable compliance requirements.
3. DELIVERY:
Delivery will be accomplished FICA Hach's facility located in Ames,Iowa or Loveland,Colorado,United States(Incoterms 2010).For orders having a final destination within the U.S.,legal title and risk of loss or damage pass to
Buyer upon transfer to the first carrier.For orders having a final destination outside the U.S.,legal title and risk of loss or damage pass to Buyer when the Products enter intemational waters or airspace or cross an international
frontier.Hach will use commercially reasonable efforts to deliver the Products ordered herein within the time specified on the face of this Contract or,if no time is specified,within Hach's normal lead-time necessary for Hach to
deliver the Products sold hereunder.Upon prior agreement with Buyer and for an additional charge,Hach will deliver the Products on an expedited basis.Standard service delivery hours are 8 am—5 pm Monday through Friday,
excluding holidays.
4. INSPECTION:
Page : 6 of 7
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-EA
TZ QUOTATION GLE MOUNTAIN
CE-FIEG FRGGRA1,I5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
Buyer will promptly inspect and accept any Products delivered pursuant to this Contract after receipt of such Products.In the event the Products do not conform to any applicable specifications,Buyer will promptly notify Hach of such nonconformance
in writing.Hach will have a reasonable opportunity to repair or replace the nonconforming product at its option.Buyerwill be deemed to have accepted any Products delivered hereunder and to have waived any such nonconformance in the event such
a written notification is not received by Hach within thirty(30)days of delivery.
5. PRICES&ORDER SIZES:
All prices are in U.S.dollars and are based on delivery as stated above.Prices do not include any charges for services such as insurance;brokerage fees;sales,use,inventory or excise taxes;import or export duties;special financing fees;VAT,
income or royalty taxes imposed outside the U.S.;consular fees;special permits or licenses;or other charges imposed upon the production,sale,distribution,or delivery of Products.Buyer will either pay any and all such charges or provide Hach with
acceptable exemption certificates,which obligation survives performance under this Contract.Hach reserves the right to establish minimum order sizes and will advise Buyer accordingly.
6. PAYMENTS:
All payments must be made in U.S.dollars.For Internet orders,the purchase price is due at the time and manner set forth at www.hach.com.Invoices for all other orders are due and payable NET 30 DAYS from date of the
invoice without regard to delays for inspection or transportation,with payments to be made by check to Hach at the above address or by wire transfer to the account stated on the front of Hach's invoice,or for customers with no established credit,Hach
may require cash or credit card payment in advance of delivery.In the event payments are not made or not made in a timely manner,Hach may,in addition to all other remedies provided at law,either:(a)declare Buyers performance in breach and
terminate this Contract for default;(b)withhold future shipments until delinquent payments are made;(c)deliver future shipments on a cash-with-order or cash-in-advance basis even after the delinquency is cured;(d)charge interest on the delinquency
at a rate of 1-1/2%per month or the maximum rate permitted by law,iflower,for each month or part thereof of delinquency in payment plus applicable storage charges and/or inventory carrying charges;(e)repossess the Products for which payment
has not been made;(f)recover all costs of collection including reasonable attorney's fees;or(g)combine any of the above rights and remedies as is practicable and permitted by law.Buyer is prohibited from setting off any and all monies owed under
this from any other sums,whether liquidated or not,that are or may be due Buyer,which arise out of a different transaction with Hach or any of its affiliates.Should Buyer's financial responsibility become unsatisfactory to Hach in its reasonable
discretion,Hach may require cash payment or other security.If Buyer fails to meet these requirements,Hach may treat such failure as reasonable grounds for repudiation of this Contract,in which case reasonable cancellation charges shall be due
Hach.Buyer grants Hach a security interest in the Products to secure payment in full,which payment releases the security interest but only if such payments could not be considered an avoidable transfer under the U.S.Bankruptcy Code or other
applicable laws.Buyer's insolvency,bankruptcy,assignment for the benefit of creditors,or issolution or termination of the existence of Buyer,constitutes a default under this Contract and affords Hach all the remedies of a secured party under the
U.C.C.,as well as the remedies stated above for late payment or non-payment.
7. LIMITED WARRANTY:
Hach warrants that Products sold hereunder will be free from defects in material and workmanship and will,when used in accordance with the manufacturer's operating and maintenance instructions,conform to any express written warranty pertaining
to the specific goods purchased,which for most Hach instruments is for a period of twelve(12)months from delivery.Hach warrants that services furnished hereunder will be free from defects in workmanship for a period of ninety(90)days from the
completion of the services.Parts provided by Hach in the performance of services may be new or refurbished parts functioning equivalent to new parts.Any non-functioning parts that are repaired by Hach shall become the property of Hach.No
warranties are extended to consumable items such as,without limitation,reagents,batteries,mercury cells,and light bulbs.All other guarantees,warranties,conditions and representations,either express or implied,whether arising under any
statute,law,commercial usage or otherwise,including implied warranties of merchantability and fitness for a particular purpose,are hereby excluded.The sole remedy for Products not meeting this Limited Warranty is replacement,credit
or refund of the purchase price.This remedy will not be deemed to have failed of its essential purpose so long as Hach is willing to provide such replacement,credit or refund.
8. INDEMNIFICATION:
Indemnification applies to a party and to such party's successors-in-interest,assignees,affiliates,directors,officers,and employees("Indemnified Parties').Hach is responsible for and will defend,indemnify and hold harmless the Buyer Indemnified
Parties against all losses,claims,expenses or damages which may result from accident,injury,damage,or death due to Hach's breach of the Limited Warranty.This indemnification is provided on the condition that the Buyer is likewise responsible for
and will defend,indemnify and hold harmless the Hach Indemnified Parties against all losses,claims,expenses or damages which may result from accident,injury,damage,or death due to the negligence or misuse or misapplication of any goods or
services by the Buyer or any third party affiliated or in privity with Buyer.
9. PATENT PROTECTION:
Subject to all limitations of liability provided herein,Hach will,with respect to any Products of Hach's design or manufacture,indemnify Buyer from any and all damages and costs as finally determined by a court of competentjurisdiction in any suit for
infringement of any U.S.patent(or European patent for Products that Hach sells to Buyer for end use in a member state of the E.U.)that has issued as of the delivery date,solely by reason of the sale or normal use of any Products sold to Buyer
hereunder and from reasonable expenses incurred by Buyer in defense of such suit R Hach does not undertake the defense thereof,provided that Buyer promptly notifies Hach of such suit and offers Hach either(i)full and exclusive control of the
defense of such suit when Products of Hach only are involved,or(ii)the right to participate in the defense of such suit when products other than those of Hach are also involved.Hach's warranty as to use patents only applies to infringement arising
solely out of the inherent operation of the Products according to their applications as envisioned by Hach's specifications.In case the Products are in such suit held to constitute infringement and the use of the Products is enjoined,Hach will,at its own
expense and at its option,either procure for Buyer the right to continue using such Products or replace them with non-infringing products,or modify them so they become non-infringing,or remove the Products and refund the purchase price(prorated
for depreciation)and the transportation costs thereof.The foregoing states the entire liability of Hach for patent infringement by the Products.Further,to the same extent as set forth in Hach's above obligation to Buyer,Buyer agrees to defend,
indemnify and hold harmless Hach for patent infringement related to(x)any goods manufactured to the Buyer's design,(y)services provided in accordance with the Buyer's instructions,or(z)Hach's Products when used in combination with any other
devices,parts or software not provided by Hach hereunder.
10. TRADEMARKS AND OTHER LABELS:
Buyer agrees not to remove or alter any indicia of manufacturing origin or patent numbers contained on or within the Products,including without limitation the serial numbers or trademarks on nameplates or cast,molded or
machined components.
11. SOFTWARE:.
All licenses to Hach's separately-provided software products are subject to the separate software license agreement(s)accompanying the software media.In the absence of such terms and for all other software,Hach grants Buyer only a personal,
non-exclusive license to access and use the software provided by Hach with Products purchased hereunder solely as necessary for Buyer to enjoy the benefit of the Products.A portion of the software may contain or consist of open source software,
which Buyer may use under the terms and conditions of the specific license under which the open source software is distributed.Buyer agrees that it will be bound by any and all such license agreements.Title to software remains with the applicable
licensor(s).
12. PROPRIETARY INFORMATION;PRIVACY:
"Proprietary Information"means any information,technical data or know-how in whatever form,whether documented,contained in machine readable or physical components,mask works or artwork,or otherwise,which Hach considers proprietary,
including but not limited to service and maintenance manuals.Buyer and its customers,employees and agents will keep confidential all such Proprietary Information obtained directly or indirectly from Hach and will not transfer or disclose it without
Hach's prior written consent,or use R for the manufacture,procurement,servicing or calibration of Products many similar products,or cause such products to be manufactured,serviced or calibrated by or procured from any other source,or reproduce
or otherwise appropriate it.All such Proprietary Information remains Hach's property.No right or license is granted to Buyer or its customers,employees or agents,expressly or by implication,with respect to the Proprietary Information many patent
right or other proprietary right of Hach,except for the limited use licenses implied by law.Hach will manage Customer's information and personal data in accordance with its Privacy Policy,located at MID://www.hach.com/Drivacwolicv.
13. CHANGES AND ADDITIONAL CHARGES:
Hach reserves the right to make design changes or improvements to any products of the same general class as Products being delivered hereunder without liability or obligation to incorporate such changes or improvements to Products ordered by
Buyer unless agreed upon in writing before the Products'delivery date.Services which must be performed as a result of any of the following conditions are subject to additional charges for labor,travel and parts:(a)equipment alterations not authorized
in writing by Hach;(b)damage resulting from improper use or handling,accident,neglect,power surge,or operation in an environment or manner in which the instrument is not designed to operate or is not in accordance with Hach's operating
manuals;(c)the use of parts or accessories not provided by Hach;(d)damage resulting from acts of war,terrorism or nature;(e)services outside standard business hours;(f)site prework not complete per proposal;or(g)any repairs required to
ensure equipment meets manufacturer's specifications upon activation cf a service agreement.
14. SITE ACCESS/PREPARATION/WORKER SAFETY/ENVIRONMENTAL COMPLIANCE:
In connection with services provided by Hach,Buyer agrees to permit prompt access to equipment.Buyer assumes full responsibility to back-up or otherwise protect its data against loss,damage or destruction before services are performed.Buyer is
the operator and in full control of its premises,including those areas where Hach employees or contractors are performing service,repair and maintenance activities.Buyer will ensure that all necessary measures are taken for safety and security of
working conditions,sites and installations during the performance of services.Buyer is the generator of any resulting wastes,including without limitation hazardous wastes.Buyer is solely responsible to arrange for the disposal of any wastes at its own
expense.Buyer will,at its own expense,provide Hach employees and contractors working on Buyer's premises with all information and training required under applicable safety compliance regulations and Buyer's policies.If the instrument to be
serviced is in a Confined Space,as that term is defined under OSHA regulations,Buyer is solely responsible to make R available to be serviced in an unconfined space.Hach service technicians will not work in Confined Spaces.In the event that a
Page : 7 of 7
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-EA
TZ QUOTATION GLE MOUNTAIN
C-IFIED F-R-5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
Buyer requires Hach employees or contractors to attend safety or compliance training programs provided by Buyer,Buyer will pay Hach the standard hourly rate and expense reimbursement for such training attended.The attendance at or completion
of such training does not create or expand any warranty or obligation of Hach and does not serve to alter,amend,limit or supersede any part of this Contract.
15. LIMITATIONS ON USE:
Buyer will not use any Products for any purpose other than those identified in Hach's catalogs and literature as intended uses.Unless Hach has advised the Buyer in writing,in no event will Buyer use any Products in drugs,food additives,food or
cosmetics,or medical applications for humans or animals.In no event will Buyer use in any application any Product that requires FDA 510(k)clearance unless and only to the extent the Product has such clearance.Any warranty granted by Hach is
void if any goods covered by such warranty are used for any purpose not permitted hereunder.
16. EXPORT AND IMPORT LICENSES AND COMPLIANCE WITH LAWS:
Unless otherwise specified in this Contract,Buyer is responsible for obtaining any required export or import licenses.Hach represents that all Products delivered hereunder will be produced and supplied in compliance with all applicable laws and
regulations.Buyer will comply with all laws and regulations applicable to the installation or use of all Products,including applicable import and export control laws and regulations of the U.S.,E.U.and any other country having proper jurisdiction,and will
obtain all necessary export licenses in connection with any subsequent export,re-export,transfer and use of all Products and technology delivered hereunder.Buyer will not sell,transfer,export or re-export any Hach Products ortechnology for use in
activities which involve the design,development,production,use or stockpiling of nuclear,chemical or biological weapons or missiles,nor use Hach Products or technology in any facility which engages in activities relating to such weapons.Buyer will
comply with all local,national,and other laws of all jurisdictions globally relating to anti-corruption,bribery,extortion,kickbacks,or similar matters which are applicable to Buyers business activities in connection with this Contract,including but not
limited to the U.S.Foreign Corrupt Practices Act of 1977,as amended(the"FCPA").Buyer agrees that no payment of money or provision of anything of value will be offered,promised,paid or transferred,directly or indirectly,by any person or entity,to
any government official,government employee,or employee of any company owned in part by a government,political party,political party official,or candidate for any government office or political party office to induce such organizations or persons to
use their authority or influence to obtain or retain an improper business advantage for Buyer or for Hach,or which otherwise constitute or have the purpose or effect of public or commercial bribery,acceptance of or acquiescence in extortion,kickbacks
or other unlawful or improper means of obtaining business or any improper advantage,with respect to any of Buyers activities related to this Contract.Hach asks Buyer to"Speak Up!"if aware of any violation of law,regulation or our Standards of
Conduct("SOC")in relation to this Contract.See MID://danaher.comintearity-and-compliance and www.danaherintearitv.com for a copy of the SOC and for access to our Helpline portal.
17. FORCE MAJEURE:
Hach is excused from performance of its obligations under this Contract to the extent caused by acts or omissions that are beyond its control of,including but not limited to Government embargoes,blockages,seizures or freeze of assets,delays or
refusals to grant an export or import license or the suspension or revocation thereof,or any other acts of any Government;fires,floods,severe weather conditions,or any other acts of God;quarantines;labor strikes or lockouts;riots;strife;
insurrections;civil disobedience or acts of criminals or terrorists;war;material shortages or delays in deliveries to Hach by third parties.In the event of the existence of any force majeure circumstances,the period of time for delivery,payment terms
and payments under any letters of credit will be extended for a period of time equal to the period of delay.If the force majeure circumstances extend for six months,Hach may,at its option,terminate this Contract without penalty and without being
deemed in default or in breach thereof.
18.NON ASSIGNMENT AND WAIVER:
Buyer will not transfer or assign this Contract or any rights or interests hereunder without Hach's prior written consent.Failure of either party to insist upon strict performance of any provision of this Contract,or to exercise any right or privilege
contained herein,or the waiver of any breach of the terms or conditions of this Contract will not be construed as thereafter waiving any such terms,conditions,rights,or privileges,and the same will continue and remain in force and effect as if no
waiver had occurred.
19. LIMITATION OF LIABILITY:
None of the Hach Indemnified Parties will be liable to Buyer under any circumstances for any special,treble,incidental or consequential damages,including without limitation,damage to or loss of property other than for the Products purchased
hereunder;damages incurred in installation,repair or replacement;lost profits,revenue or opportunity;loss of use;losses resulting from or related to downtime ofthe products or inaccurate measurements or reporting;the cost of substitute products;or
claims of Buyer's customers for such damages,howsoever caused,and whether based on warranty,contract,and/or tort(including negligence,strict liability or otherwise).The total liability ofthe Hach Indemnified Parties arising out ofthe performance
or nonperformance hereunder or Hach's obligations in connection with the design,manufacture,sale,delivery,and/or use of Products will in no circumstance exceed in the aggregate a sum equal to twice the amount actually paid to Hach for Products
delivered hereunder.
20. APPLICABLE LAW AND DISPUTE RESOLUTION:
The construction,interpretation and performance hereof and all transactions hereunder shall be governed by the laws ofthe State of Colorado,without regard to its principles or laws regarding conflicts of laws.If any provision of this Contract violates
any Federal,State or local statutes or regulations of any countries having jurisdiction of this transaction,or is illegal for any reason,said provision shall be self-deleting without affecting the validity ofthe remaining provisions.Unless otherwise
specifically agreed upon in writing between Hach and Buyer,any dispute relating to this Contract which is not resolved by the parties shall be adjudicated in order of preference by a court of competentjurisdiction(i)in the State of Colorado,U.S.A.if
Buyer has minimum contacts with Colorado and the U.S.,(ii)elsewhere in the U.S.if Buyer has minimum contacts with the U.S.but not Colorado,or(iii)in a neutral location R Buyer does not have minimum contacts with the United States.
21. ENTIRE AGREEMENT&MODIFICATION:
These Terms&Conditions of Sale constitute the entire agreement between the parties and supersede any prior agreements or representations,whether oral or written.No change to or modification of these Terms&Conditions shall be binding upon
Hach unless in a written instrument specifically referencing that it is amending these Terms&Conditions of Sale and signed by an authorized representative of Hach.Hach rejects any additional or inconsistent Terms&Conditions of Sale offered by
Buyer at any time,whether or not such terms or conditions materially alter the Terms&Conditions herein and irrespective of Hach's acceptance of Buyer's order for the described goods and services.
Page : 1 of 5
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-NO
Tit bT QUOTATION RTH HOLLY
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
Partnership Number: HACH252718-NORTH Version : 0.10 Quotation Date 15-DEC-21
HOLLY
Expiration Date 06-JAN-22
Hach Company Service Partnership Service Partnership
Contact Feikes, Gail Phone Email gfeikes@hach.com
Customer Ref BUDGETARY QUOTE Customer Contact: MANN,JOE
Customer Phone 392-5023 Customer Fax: Customer Email : joe.mann@fortworthtexas.go
v
Bill-To Account#208256 Ship-To Account#208256
Customer Name CITY OF FORT WORTH Customer CITY OF FORT WORTH Payment Terms: Net 30
Name
Address4 Address4 Billing Method: Annual-Invoices on
START Date
Addressl 200 TEXAS ST Addressl 1500 11TH AVE Currency: USD
Address2 Address2
Address3 Address3
City,State, City,State, FORT
PostalCode FORT WORTH-TX-76102 Postalcode WORTH-TX-76102-4349
Province/ US Province/ US
Country Country
Line Service Name Line Total
Covered Product Start Date End Date Description/Serial Number
1 WRTUPGCERT1720E 14-DEC-21 13-DEC-22 ff RENEWAL ONLY-NO new 6,435.00
Service Agreement
sales:14-DEC-2021:13-DEC-2022
Warranty upgrade includes:All
parts, labor, and travel for on-site
repairs, 1 on-site calibration and
preventative maintenance
(including required parts)with
certification , unlimited technical
support calls, and free firmware
updates. Customer is responsible
for calibration and basic
maintenance per factory specified
guidelines outside of Hach's annual
visit.
Page : 2 of 5
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-NO
Tit bT QUOTATION RTH HOLLY
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
1.1 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 070300000618
1.2 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 070300000620
1.3 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 070300000623
1.4 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 070300000637
1.5 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 080600075035
1.6 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 080600075122
1.7 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 080600075035
1.8 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 050700011108
1.9 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 070300000634
1.10 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 080600075039
1.11 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 070300000631
1.12 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 070300000639
1.13 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 071100064799
2 BSPPLUSSL1000 14-DEC-21 13-DEC-22 BenchPlus 697.00
S L 1000:14-DEC-2021:13-DEC-202
2
The Bench Service Plus includes:
Factory repairs only, one
PM/Calibration on site per year,
unlimited technical support calls
and free software upgrades on your
instrument. Travel is included for
one on-site visit.Additional visits
may be billable.
2.1 9430000 ee ASSY, INSTRUMENT, SL1000 ;
160270101369
Page : 3 of 5
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-NO
Tit M QUOTATION RTH HOLLY
CERTIFIED FF-A- Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
3 FSPSC200 14-DEC-21 13-DEC-22 Fld Svc-1V SC200 2,358.00
Controller:14-DEC-2021:13-DEC-2
022
3.1 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611 C01 64380
3.2 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611 C01 39643
3.3 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611 C01 64385
3.4 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611 C01 64376
3.5 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611 C01 64383
3.6 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611 C01 64384
3.7 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611CO148030
3.8 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611CO148007
3.9 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611CO148015
Sub Total: 9,490.00
Tax: 0.00
Total: 9,490.00
Partnership Notes
All purchases of Hach Company products and/or services are expressly and without limitation subject to Hach Company's Terms&Conditions of
Sale("Hach TCS"),incorporated herein by reference and published on Hach Company's website at www.hach.com/terms. Hach TICS are
incorporated by reference into each of Hach's offers or quotations,order acknowledgments,and invoice and shipping documents.The first of the
following acts shall constitute an acceptance of Hach's offer and not a counteroffer and shall create a contract of sale("Contract")in accordance
with the Hach TICS,subject to Hach's final credit approval:(1)Buyer's issuance of a purchase order document against Hach's offer or quotation;
(ii)Hach's acknowledgement of Buyer's order;or(iii)commencement of any performance by Hach in response to Buyer's order.Provisions
contained in Buyer's purchase documents that materially alter,add to or subtract from the provisions of these Terms and Conditions of Sale
shall be null and void and not considered part of the Contract
Customer Name CITY OF FORT WORTH
Customer P.O.Number
Customer Reference Number
Page : 4 of 5
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-NO
TZ QUOTATION RTH HOLLY
CE-FIEG FRGGRA1,I5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
TERMS &CONDITIONS OF SALE FOR HACH COMPANY PRODUCTS AND SERVICES
This document sets forth the Terms&Conditions of Sale for goods manufactured and/or supplied,and services provided,by Hach Company of Loveland,Colorado("Hach")and sold to the original purchaser thereof("Buyer').Unless otherwise
specifically stated herein,the term"Hach"includes only Hach Company and none of its affiliates.Unless otherwise specifically stated in a previously-executed written purchase agreement signed by authorized representatives of Hach and Buyer,these
Terms&Conditions of Sale establish the rights,obligations and remedies of Hach and Buyer which apply to this offer and any resulting order or contract for the sale of Hach's goods and/or services("Products").
1. APPLICABLE TERMS&CONDITIONS:
These Terms&Conditions of Sale are contained directly and/or by reference in Hach's offer,order acknowledgment,and invoice documents.The first of the following acts constitutes an acceptance of Hach's offer and not a counteroffer and creates a
contract of sale("Contract")in accordance with these Terms&Conditions:(i)Buyer's issuance of a purchase order document against Hach's offer;(ii)acknowledgement of Buyer's order by Hach;or(iii)commencement of any performance by Hach
pursuant to Buyer's order.Provisions contained in Buyer's purchase documents(including electronic commerce interfaces)that materially alter,add to or subtract from the provisions of these Terms&Conditions of Sale are not a part of the Contract.
2. CANCELLATION:
Buyer may cancel goods orders subject to fair charges for Hach's expenses including handling,inspection,restocking,freight and invoicing
charges as applicable,provided that Buyer returns such goods to Hach at Buyer's expense within 30 days of delivery and in the same condition as received.Buyer may cancel service orders on ninety(90)day's prior written notice and refunds will be
prorated based on the duration of the service plan.Inspections and reinstatement fees may apply upon cancellation or expiration of service programs.Seller may cancel all or part of any order prior to delivery without liability R the order includes any
Products that Seller determines may not comply with export,safety,local certification,or other applicable compliance requirements.
3. DELIVERY:
Delivery will be accomplished FCA Hach's facility located in Ames,Iowa or Loveland,Colorado,United States(Incoterms 2010).For orders having a final destination within the U.S.,legal title and risk of loss or damage pass to
Buyer upon transfer to the first carrier.For orders having a final destination outside the U.S.,legal title and risk of loss or damage pass to Buyerwhen the Products enter intemational waters or airspace or cross an international
frontier.Hach will use commercially reasonable efforts to deliver the Products ordered herein within the time specified on the face of this Contractor,if no time is specified,within Hach's normal Iead4ime necessary for Hach to
deliver the Products sold hereunder.Upon prior agreement with Buyer and for an additional charge,Hach will deliverthe Products on an expedited basis.Standard service delivery hours are 8 am—5 pm Monday through Friday,
excluding holidays.
4. INSPECTION:
Buyer will promptly inspect and accept any Products delivered pursuant to this Contract after receipt of such Products.In the event the Products do not conform to any applicable specifications,Buyer will promptly notify Hach of such nonconformance
in writing.Hach will have a reasonable opportunity to repair or replace the nonconforming product at its option.Buyerwill be deemed to have accepted any Products delivered hereunder and to have waived any such nonconformance in the event such
a written notification is not received by Hach within thirty(30)days of delivery.
5. PRICES&ORDER SIZES:
All prices are in U.S.dollars and are based on delivery as stated above.Prices do not include any charges for services such as insurance;brokerage fees;sales,use,inventory or excise taxes;import or export duties;special financing fees;VAT,
income or royalty taxes imposed outside the U.S.;consular fees;special permits or licenses;or other charges imposed upon the production,sale,distribution,or delivery of Products.Buyer will either pay any and all such charges or provide Hach with
acceptable exemption certificates,which obligation survives performance under this Contract.Hach reserves the right to establish minimum order sizes and will advise Buyer accordingly.
6. PAYMENTS:
All payments must be made in U.S.dollars.For Internet orders,the purchase price is due at the time and manner set forth at www.hach.com.Invoices for all other orders are due and payable NET 30 DAYS from date of the
invoice without regard to delays for inspection or transportation,with payments to be made by check to Hach at the above address or by wire transfer to the account stated on the front of Hach's invoice,or for customers with no established credit,Hach
may require cash or credit card payment in advance of delivery.In the event payments are not made or not made in a timely manner,Hach may,in addition to all other remedies provided at law,either:(a)declare Buyers performance in breach and
terminate this Contract for default;(b)withhold future shipments until delinquent payments are made;(c)deliver future shipments on a cash-with-order or cash-in-advance basis even after the delinquency is cured;(d)charge interest on the delinquency
at a rate of 1-1/2%per month m the maximum rate permitted by law,iflower,for each month or part thereof of delinquency in payment plus applicable storage charges and/or inventory carrying charges;(e)repossess the Products for which payment
has not been made;(f)recover all costs of collection including reasonable attorney's fees;or(g)combine any of the above rights and remedies as is practicable and permitted by law.Buyer is prohibited from setting off any and all monies owed under
this from any other sums,whether liquidated or not,that are or may be due Buyer,which arise out of a different transaction with Hach or any of its affiliates.Should Buyer's financial responsibility become unsatisfactory to Hach in its reasonable
discretion,Hach may require cash payment or other security.If Buyer fails to meet these requirements,Hach may treat such failure as reasonable grounds for repudiation of this Contract,in which case reasonable cancellation charges shall be due
Hach.Buyer grants Hach a security interest in the Products to secure payment in full,which payment releases the security interest but only if such payments could not be considered an avoidable transfer under the U.S.Bankruptcy Code or other
applicable laws.Buyer's insolvency,bankruptcy,assignment for the benefit of creditors,or issolution or termination of the existence of Buyer,constitutes a default under this Contract and affords Hach all the remedies of a secured party under the
U.C.C.,as well as the remedies stated above for late payment or non-payment.
7. LIMITED WARRANTY:
Hach warrants that Products sold hereunder will be free from defects in material and workmanship and will,when used in accordance with the manufacturer's operating and maintenance instructions,conform to any express written warranty pertaining
to the specific goods purchased,which for most Hach instruments is for a period of twelve(12)months from delivery.Hach warrants that services furnished hereunder will be free from defects in workmanship for a period of ninety(90)days from the
completion of the services.Parts provided by Hach in the performance of services may be new or refurbished parts functioning equivalent to new parts.Any non-functioning parts that are repaired by Hach shall become the property of Hach.No
warranties are extended to consumable items such as,without limitation,reagents,batteries,mercury cells,and light bulbs.All other guarantees,warranties,conditions and representations,either express or implied,whether arising under any
statute,law,commercial usage or otherwise,including implied warranties of merchantability and fitness for a particular purpose,are hereby excluded.The sole remedy for Products not meeting this Limited Warranty is replacement,credit
or refund of the purchase price.This remedy will not be deemed to have failed of its essential purpose so long as Hach is willing to provide such replacement,credit or refund.
8. INDEMNIFICATION:
Indemnification applies to a party and to such party's successors-in-interest,assignees,affiliates,directors,officers,and employees("Indemnified Parties').Hach is responsible for and will defend,indemnify and hold harmless the Buyer Indemnified
Parties against all losses,claims,expenses or damages which may result from accident,injury,damage,or death due to Hach's breach of the Limited Warranty.This indemnification is provided on the condition that the Buyer is likewise responsible for
and will defend,indemnify and hold harmless the Hach Indemnified Parties against all losses,claims,expenses or damages which may result from accident,injury,damage,or death due to the negligence or misuse or misapplication of any goods or
services by the Buyer or any third party affiliated or in privity with Buyer.
9. PATENT PROTECTION:
Subject to all limitations of liability provided herein,Hach will,with respect to any Products of Hach's design or manufacture,indemnify Buyer from any and all damages and costs as finally determined by a court of corn petent jurisdiction in any suit for
infringement of any U.S.patent(or European patent for Products that Hach sells to Buyer for end use in a member state of the E.U.)that has issued as of the delivery date,solely by reason of the sale or normal use of any Products sold to Buyer
hereunder and from reasonable expenses incurred by Buyer in defense of such suit R Hach does not undertake the defense thereof,provided that Buyer promptly notifies Hach of such suit and offers Hach either(i)full and exclusive control of the
defense of such suit when Products of Hach only are involved,or(ii)the right to participate in the defense of such suit when products other than those of Hach are also involved.Hach's warranty as to use patents only applies to infringement arising
solely out of the inherent operation of the Products according to their applications as envisioned by Hach's specifications.In case the Products are in such suit held to constitute infringement and the use of the Products is enjoined,Hach will,at its own
expense and at its option,either procure for Buyer the right to continue using such Products or replace them with non-infringing products,or modify them so they become non-infringing,or remove the Products and refund the purchase price(prorated
for depreciation)and the transportation costs thereof.The foregoing states the entire liability of Hach for patent infringement by the Products.Further,to the same extent as set forth in Hach's above obligation to Buyer,Buyer agrees to defend,
indemnify and hold harmless Hach for patent infringement related to(x)any goods manufactured to the Buyer's design,(y)services provided in accordance with the Buyer's instructions,or(z)Hach's Products when used in combination with any other
devices,parts or software not provided by Hach hereunder.
10. TRADEMARKS AND OTHER LABELS:
Buyer agrees not to remove or alter any indicia of manufacturing origin or patent numbers contained on or within the Products,including without limitation the serial numbers or trademarks on nameplates or cast,molded or
machined components.
Page : 5 of 5
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-NO
TZ QUOTATION RTH HOLLY
C-IFIED F-R-5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
11. SOFTWARE:.
All licenses to Hach's separately-provided software products are subject to the separate software license agreement(s)accompanying the software media.In the absence of such terms and for all other software,Hach grants Buyer only a personal,
non-exclusive license to access and use the software provided by Hach with Products purchased hereunder solely as necessary for Buyer to enjoy the benefit of the Products.A portion of the software may contain or consist of open source software,
which Buyer may use under the terms and conditions of the specific license under which the open source software is distributed.Buyer agrees that it will be bound by any and all such license agreements.Title to software remains with the applicable
Iicensor(s).
12. PROPRIETARY INFORMATION;PRIVACY:
"Proprietary Information"means any information,technical data or know-how in whatever form,whether documented,contained in machine readable or physical components,mask works or artwork,or otherwise,which Hach considers proprietary,
including but not limited to service and maintenance manuals.Buyer and its customers,employees and agents will keep confidential all such Proprietary Information obtained directly or indirectly from Hach and will not transfer or disclose it without
Hach's prior written consent,or use it for the manufacture,procurement,servicing or calibration of Products or any similar products,or cause such products to be manufactured,serviced or calibrated by or procured from any other source,or reproduce
or otherwise appropriate it.All such Proprietary Information remains Hach's property.No right or license is granted to Buyer or its customers,employees or agents,expressly or by implication,with respect to the Proprietary Information or any patent
right or other proprietary right of Hach,except for the limited use licenses implied by law.Hach will manage Customer's information and personal data in accordance with its Privacy Policy,located at htt0://www.hach.com/Drivacvoolicv.
13. CHANGES AND ADDITIONAL CHARGES:
Hach reserves the right to make design changes or improvements to any products of the same general class as Products being delivered hereunder without liability or obligation to incorporate such changes or improvements to Products ordered by
Buyer unless agreed upon in writing before the Products'delivery date.Services which must be performed as a result of any of the following conditions are subject to additional charges for labor,travel and parts:(a)equipment alterations not authorized
in writing by Hach;(b)damage resulting from improper use or handling,accident,neglect,power surge,or operation in an environment or manner in which the instrument is not designed to operate or is not in accordance with Hach's operating
manuals;(c)the use of parts or accessories not provided by Hach;(d)damage resulting from acts of war,terrorism or nature;(e)services outside standard business hours;(f)site prework not complete per proposal;or(g)any repairs required to
ensure equipment meets manufacturer's specifications upon activation of a service agreement.
14. SITE ACCESS/PREPARATION/WORKER SAFETY/ENVIRONMENTAL COMPLIANCE:
In connection with services provided by Hach,Buyer agrees to permit prompt access to equipment.Buyer assumes full responsibility to back-up or otherwise protect its data against loss,damage or destruction before services are performed.Buyer is
the operator and in full control of its premises,including those areas where Hach employees or contractors are performing service,repair and maintenance activities.Buyer will ensure that all necessary measures are taken for safety and security of
working conditions,sites and installations during the performance of services.Buyer is the generator of any resulting wastes,including without limitation hazardous wastes.Buyer is solely responsible to arrange for the disposal of any wastes at its own
expense.Buyer will,at its own expense,provide Hach employees and contractors working on Buyer's premises with all information and training required under applicable safety compliance regulations and Buyer's policies.If the instrument to be
serviced is in a Confined Space,as that term is defined under OSHA regulations,Buyer is solely responsible to make it available to be serviced in an unconfined space.Hach service technicians will not work in Confined Spaces.In the event that a
Buyer requires Hach employees or contractors to attend safety or compliance training programs provided by Buyer,Buyer will pay Hach the standard hourly rate and expense reimbursement for such training attended.The attendance at or completion
of such training does not create or expand any warranty or obligation of Hach and does not serve to alter,amend,limit or supersede any part of this Contract.
15. LIMITATIONS ON USE:
Buyer will not use any Products for any purpose other than those identified in Hach's catalogs and literature as intended uses.Unless Hach has advised the Buyer in writing,in no event will Buyer use any Products in drugs,food additives,food or
cosmetics,or medical applications for humans or animals.In no event will Buyer use in any application any Product that requires FDA 510(k)clearance unless and only to the extent the Product has such clearance.Any warranty granted by Hach is
void if any goods covered by such warranty are used for any purpose not permitted hereunder.
16. EXPORT AND IMPORT LICENSES AND COMPLIANCE WITH LAWS:
Unless otherwise specified in this Contract,Buyer is responsible for obtaining any required export or import licenses.Hach represents that all Products delivered hereunder will be produced and supplied in compliance with all applicable laws and
regulations.Buyer will comply with all laws and regulations applicable to the installation or use of all Products,including applicable import and export control laws and regulations of the U.S.,E.U.and any other country having proper jurisdiction,and will
obtain all necessary export licenses in connection with any subsequent export,re-export,transfer and use of all Products and technology delivered hereunder.Buyer will not sell,transfer,export or re-export any Hach Products or technology for use in
activities which involve the design,development,production,use or stockpiling of nuclear,chemical or biological weapons or missiles,nor use Hach Products or technology in any facility which engages in activities relating to such weapons.Buyer will
comply with all local,national,and other laws of all jurisdictions globally relating to anti-corruption,bribery,extortion,kickbacks,or similar matters which are applicable to Buyers business activities in connection with this Contract,including but not
limited to the U.S.Foreign Corrupt Practices Act of 1977,as amended(the"FCPA").Buyer agrees that no payment of money or provision of anything of value will be offered,promised,paid or transferred,directly or indirectly,by any person or entity,to
any government official,government employee,or employee of any company owned in part by a government,political party,political party official,or candidate for any government office or political party office to induce such organizations or persons to
use their authority or influence to obtain or retain an improper business advantage for Buyer or for Hach,or which otherwise constitute or have the purpose or effect of public or commercial bribery,acceptance of or acquiescence in extortion,kickbacks
or other unlawful or improper means of obtaining business or any improper advantage,with respect to any of Buyers activities related to this Contract.Hach asks Buyer to"Speak Up!"if aware of any violation of law,regulation or our Standards of
Conduct("SOC")in relation to this Contract.See htt0://danaher.comintearity-and-compliance and www.danaherintearitv.com for a copy of the SOC and for access to our Helpline portal.
17. FORCE MAJEURE:
Hach is excused from performance of its obligations under this Contract to the extent caused by acts or omissions that are beyond its control of,including but not limited to Government embargoes,blockages,seizures or freeze of assets,delays or
refusals to grant an export or import license or the suspension or revocation thereof,or any other acts of any Government;fires,floods,severe weather conditions,or any other acts of God;quarantines;labor strikes or lockouts;riots;strife;
insurrections;civil disobedience or acts of criminals or terrorists;war;material shortages or delays in deliveries to Hach by third parties.In the event of the existence of any force majeure circumstances,the period of time for delivery,payment terms
and payments under any letters of credit will be extended for a period of time equal to the period of delay.If the force majeure circumstances extend for six months,Hach may,at its option,terminate this Contract without penalty and without being
deemed in default or in breach thereof.
18.NON ASSIGNMENT AND WAIVER:
Buyer will not transfer or assign this Contract or any rights or interests hereunder without Hach's prior written consent.Failure of either party to insist upon strict performance of any provision of this Contract,or to exercise any right or privilege
contained herein,or the waiver of any breach of the terms or conditions of this Contract will not be construed as thereafter waiving any such terms,conditions,rights,or privileges,and the same will continue and remain in force and effect as if no
waiver had occurred.
19. LIMITATION OF LIABILITY:
None of the Hach Indemnified Parties will be liable to Buyer under any circumstances for any special,treble,incidental or consequential damages,including without limitation,damage to or loss of property other than for the Products purchased
hereunder;damages incurred in installation,repair or replacement;lost profits,revenue or opportunity;loss of use;losses resulting from or related to downtime of the products or inaccurate measurements or reporting;the cost of substitute products;or
claims of Buyer's customers for such damages,howsoever caused,and whether based on warranty,contract,and/or tort(including negligence,strict liability or otherwise).The total liability of the Hach Indemnified Parties arising out of the performance
or nonperformance hereunder or Hach's obligations in connection with the design,manufacture,sale,delivery,and/or use of Products will in no circumstance exceed in the aggregate a sum equal to twice the amount actually paid to Hach for Products
delivered hereunder.
20. APPLICABLE LAW AND DISPUTE RESOLUTION:
The construction,interpretation and performance hereof and all transactions hereunder shall be governed by the laws of the State of Colorado,without regard to its principles or laws regarding conflicts of laws.If any provision of this Contract violates
any Federal,State or local statutes or regulations of any countries having jurisdiction of this transaction,or is illegal for any reason,said provision shall be self-deleting without affecting the validity of the remaining provisions.Unless otherwise
specifically agreed upon in writing between Hach and Buyer,any dispute relating to this Contract which is not resolved by the parties shall be adjudicated in order of preference by a court of competentjurisdiction(i)in the State of Colorado,U.S.A.if
Buyer has minimum contacts with Colorado and the U.S.,(ii)elsewhere in the U.S.if Buyer has minimum contacts with the U.S.but not Colorado,or(iii)in a neutral location R Buyer does not have minimum contacts with the United States.
21. ENTIRE AGREEMENT&MODIFICATION:
These Terms&Conditions of Sale constitute the entire agreement between the parties and supersede any prior agreements or representations,whether oral or written.No change to or modification of these Terms&Conditions shall be binding upon
Hach unless in a written instrument specifically referencing that it is amending these Terms&Conditions of Sale and signed by an authorized representative of Hach.Hach rejects any additional or inconsistent Terms&Conditions of Sale offered by
Buyer at any time,whether or not such terms or conditions materially alter the Terms&Conditions herein and irrespective of Hach's acceptance of Buyer's order for the described goods and services.
Page : 1 of 8
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-
T�t 'T QUOTATION ROLLING HILLS
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
Partnership Number: HACH252718- Version : 0.45 Quotation Date 15-DEC-21
ROLLING HILLS
Expiration Date 25-DEC-21
Hach Company Service Partnership Service Partnership
Contact Feikes, Gail Phone Email gfeikes@hach.com
Customer Ref BUDGETARY QUOTE Customer Contact: XAVIER, CYRIAC
Customer Phone 817-392-2742 Customer Fax: Customer Email : Cyriac.Xavier@fortworthgov.
o rg
Bill-To Account#208256 Ship-To Account#208256
Customer Name CITY OF FORT WORTH Customer CITY OF FORT WORTH Payment Terms: Net 30
Name
Address4 Address4 Billing Method: Annual-Invoices on
START Date
Addressl 200 TEXAS ST Addressl 2500 SE LOOP 820 Currency: USD
Address2 Address2 ROLLING HILLS WATER
TREATMENT PLANT
Address3 Address3
City,State, City,State, FORT
PostalCode FORT WORTH-TX-76102 Postalcode WORTH-TX-76140-1009
Province/ US Province/ US
Country Country
Line Service Name Line Total
Covered Product Start Date End Date Description/Serial Number
1 BSPPLUSSL1000 14-DEC-21 13-DEC-22 BenchPlus 735.00
S L 1000:14-DEC-2021:13-DEC-202
2
The Bench Service Plus includes:
Factory repairs only, one
PM/Calibration on site per year,
unlimited technical support calls
and free software upgrades on your
instrument. Travel is included for
one on-site visit.Additional visits
may be billable.
1.1 9430000 ee ASSY, INSTRUMENT, SL1000 ;
160280101375
2 FSPSC200 14-DEC-21 13-DEC-22 Fld Svc-1V SC200 5,670.00
Page : 2 of 8
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-
T�t M QUOTATION ROLLING HILLS
CERTIFIED FF—A- Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
Controller:14-DEC-2021:13-DEC-2
022
2.1 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1602CO137856
2.2 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1602CO129795
2.3 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1602CO129808
2.4 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1602CO129808
2.5 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1602CO155269
2.6 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1602CO155270
2.7 LXV404.99.05552 sc200 CONTR, 100-240V, 2 DIG
CONN, HART, HACH ;
1302CO074821
2.8 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1207CO045010
2.9 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1207CO054930
2.10 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1602CO155273
2.11 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1602CO155291
2.12 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1602CO155292
2.13 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 161000138314
2.14 LXV404.99.00502 sc200 CONTROLLER,AC-DC,
DIG,HACH ; 1405CO095606
2.15 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1602CO129796
2.16 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1602CO155272
Page : 3 of 8
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-
T�t M QUOTATION ROLLING HILLS
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
2.17 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1602CO129799
2.18 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1602CO129794
2.19 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1602CO137867
2.20 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1602CO129792
2.21 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1602CO155274
3 BSPPLUSDR3900 14-DEC-21 13-DEC-22 Bench PIus-DR3900:14-DEC-2021: 943.00
13-DEC-2022
The Bench Service Plus includes:
Factory repairs only, one Start-up
or one PM/Calibration on site per
year, unlimited technical support
calls and free software upgrades
on your instrument. Travel is
included for one on-site visit.
Additional visits may be billable.
3.1 LPV440.99.00012 db as DR3900
SPECTROPHOTOMETER WITH
RFID ; 1614614
4 FSPTU53XX- 1 VISIT 14-DEC-21 13-DEC-22 Fld Svc TU53XX 1 7,649.86
VST:14-DEC-2021:13-DEC-2022
Field Service includes:All parts,
labor, and travel for on-site repairs,
1 on-site calibrations per year,
factory recommended maintenance
(including required parts), unlimited
technical support calls, and free
firmware updates. Please see
service terms and conditions for
additional details on our service
plans, and to ensure you have an
opportunity to review our
environmental and safety
requirements. Coverage does NOT
include Filtrax or Filterprobe.
These units must be covered under
a separate FSP offering.
4.1 LXV445.99.11112 db ee TU5300sc
TURB,SYSCHK,EPA ; 1952806
Page : 4of 8
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-
T�t M QUOTATION ROLLING HILLS
CERTIFIED FF—A- Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
4.2 LXV445.99.11112 db ee TU5300sc
TURB,SYSCHK,EPA ; 1952425
4.3 LXV445.99.11112 db ee TU5300sc
TURB,SYSCHK,EPA ; 1952382
4.4 LXV445.99.11112 db ee TU5300sc
TURB,SYSCHK,EPA ; 1952394
4.5 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2024777
4.6 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2026201
4.7 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2044895
4.8 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2044900
4.9 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2044976
4.10 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2045014
4.11 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2046048
4.12 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2046347
4.13 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2047339
4.14 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2047632
4.15 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2047827
Page : 5 of 8
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-
T�t M QUOTATION ROLLING HILLS
CERTIFIED FR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
4.16 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2048798
4.17 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2048888
4.18 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2049003
4.19 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2049032
4.20 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2049065
4.21 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2049141
4.22 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2049142
4.23 LXV445.99.21112 db ee TU5300sc
TURB,FLOW,SYSCHK,EPA;
2049621
5 FSPTU52XX 14-DEC-21 13-DEC-22 Fld Svc TU52XX 1 594.00
VST:14-DEC-2021:13-DEC-2022
Field Service includes:All parts,
labor, and travel for on-site repairs,
1 comprehensive PM/calibrations
per year,factory recommended
maintenance (including required
parts), unlimited technical support
calls, and free firmware updates.
Please see service terms and
conditions for additional details on
our service plans, and to ensure
you have an opportunity to review
our environmental and safety
requirements.
5.1 LPV4425303012 nn KIT, TU5200, Lab Turb with
RFID, EPA ; 1935745
Sub Total: 15,591.86
Page : 6 of 8
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-
TZ QUOTATION ROLLING HILLS
CE-FIEO F-R-5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
Tax: 0.00
Total: 15,591.86
Partnership Notes
All purchases of Hach Company products and/or services are expressly and without limitation subject to Hach Company's Terms&Conditions of
Sale("Hach TCS"),incorporated herein by reference and published on Hach Company's website at www.hach.com/terms.Hach TCS are
incorporated by reference into each of Hach's offers or quotations,order acknowledgments,and invoice and shipping documents.The first of the
following acts shall constitute an acceptance of Hach's offer and not a counteroffer and shall create a contract of sale("Contract")in accordance
with the Hach TCS,subject to Hach's final credit approval:(1)Buyer's issuance of a purchase order document against Hach's offer or quotation;
(ii)Hach's acknowledgement of Buyer's order;or(iii)commencement of any performance by Hach in response to Buyer's order.Provisions
contained in Buyer's purchase documents that materially alter,add to or subtract from the provisions of these Terms and Conditions of Sale
shall be null and void and not considered part of the Contract
Customer Name : CITY OF FORT WORTH
Customer P.O.Number
Customer Reference Number
TERMS &CONDITIONS OF SALE FOR HACH COMPANY PRODUCTS AND SERVICES
This document sets forth the Terms&Conditions of Sale for goods manufactured and/or supplied,and services provided,by Hach Company of Loveland,Colorado("Hach")and sold to the original purchaser thereof("Buyer").Unless otherwise
specifically stated herein,the term"Hach"includes only Hach Company and none of its affiliates.Unless otherwise specifically stated in a previously-executed written purchase agreement signed by authorized representatives of Hach and Buyer,these
Terms&Conditions of Sale establish the rights,obligations and remedies of Hach and Buyer which apply to this offer and any resulting order or contract for the sale of Hach's goods and/or services("Products").
1. APPLICABLE TERMS&CONDITIONS:
These Terms&Conditions of Sale are contained directly and/or by reference in Hach's offer,order acknowledgment,and invoice documents.The first of the following acts constitutes an acceptance of Hach's offer and not a counteroffer and creates a
contract of sale("Contract")in accordance with these Terms&Conditions:(i)Buyer's issuance of a purchase order document against Hach's offer;(ii)acknowledgement of Buyer's order by Hach;or(iii)commencement of any performance by Hach
pursuant to Buyer's order.Provisions contained in Buyer's purchase documents(including electronic commerce interfaces)that materially alter,add to or subtract from the provisions of these Terms&Conditions of Sale are not a part of the Contract.
2. CANCELLATION:
Buyer may cancel goods orders subject to fair charges for Hach's expenses including handling,inspection,restocking,freight and invoicing
charges as applicable,provided that Buyer returns such goods to Hach at Buyer's expense within 30 days of delivery and in the same condition as received.Buyer may cancel service orders on ninety(90)day's prior written notice and refunds will be
prorated based on the duration of the service plan.Inspections and reinstatement fees may apply upon cancellation or expiration of service programs.Seller may cancel all or part of any order prior to delivery without liability R the order includes any
Products that Seller determines may not comply with export,safety,local certification,or other applicable compliance requirements.
3. DELIVERY:
Delivery will be accomplished FCA Hach's facility located in Ames,Iowa or Loveland,Colorado,United States(Incoterms 2010).For orders having a final destination within the U.S.,legal title and risk of loss or damage pass to
Buyer upon transfer to the first carrier.For orders having a final destination outside the U.S.,legal title and risk of loss or damage pass to Buyerwhen the Products enter international waters or airspace or cross an international
frontier.Hach will use commercially reasonable efforts to deliver the Products ordered herein within the time specified on the face of this Contractor,if no time is specified,within Hach's normal Iead4ime necessary for Hach to
deliverthe Products sold hereunder.Upon prior agreement with Buyer and for an additional charge,Hach will deliverthe Products on an expedited basis.Standard service delivery hours are 8 am—5 pm Monday through Friday,
excluding holidays.
4. INSPECTION:
Buyer will promptly inspect and accept any Products delivered pursuant to this Contract after receipt of such Products.In the event the Products do not conform to any applicable specifications,Buyer will promptly notify Hach of such nonconformance
in writing.Hach will have a reasonable opportunity to repair or replace the nonconforming product at its option.Buyerwill be deemed to have accepted any Products delivered hereunder and to have waived any such nonconformance in the event such
a written notification is not received by Hach within thirty(30)days of delivery.
5. PRICES&ORDER SIZES:
All prices are in U.S.dollars and are based on delivery as stated above.Prices do not include any charges for services such as insurance;brokerage fees;sales,use,inventory or excise taxes;import or export duties;special financing fees;VAT,
income or royalty taxes imposed outside the U.S.;consular fees;special permits or licenses;or other charges imposed upon the production,sale,distribution,or delivery of Products.Buyer will either pay any and all such charges or provide Hach with
acceptable exemption certificates,which obligation survives performance under this Contract.Hach reserves the right to establish minimum order sizes and will advise Buyer accordingly.
6. PAYMENTS:
All payments must be made in U.S.dollars.For Internet orders,the purchase price is due at the time and manner set forth at www.hach.com.Invoices for all other orders are due and payable NET 30 DAYS from date of the
invoice without regard to delays for inspection or transportation,with payments to be made by check to Hach at the above address or by wire transfer to the account stated on the front of Hach's invoice,or for customers with no established credit,Hach
may require cash or credit card payment in advance of delivery.In the event payments are not made or not made in a timely manner,Hach may,in addition to all other remedies provided at law,either:(a)declare Buyers performance in breach and
terminate this Contract fordefault;(b)withhold future shipments until delinquent payments are made;(c)deliver future shipments on a cash-with-order or cash-in-advance basis even after the delinquency is cured;(d)charge interest on the delinquency
at a rate of 1-1/2%per month or the maximum rate permitted by law,R lower,for each month or part thereof of delinquency in payment plus applicable storage charges and/or inventory carrying charges;(e)repossess the Products for which payment
has not been made;(f)recover all costs of collection including reasonable attorney's fees;or(g)combine any of the above rights and remedies as is practicable and permitted by law.Buyer is prohibited from setting off any and all monies owed under
this from any other sums,whether liquidated or not,that are or may be due Buyer,which arise out of a different transaction with Hach or any of its affiliates.Should Buyer's financial responsibility become unsatisfactory to Hach in its reasonable
discretion,Hach may require cash payment or other security.If Buyer fails to meet these requirements,Hach may treat such failure as reasonable grounds for repudiation of this Contract,in which case reasonable cancellation charges shall be due
Hach.Buyergrants Hach a security interest in the Products to secure payment in full,which payment releases the security interest but only if such payments could not be considered an avoidable transfer under the U.S.Bankruptcy Code or other
applicable laws.Buyer's insolvency,bankruptcy,assignment for the benefit of creditors,or issolution or termination of the existence of Buyer,constitutes a default under this Contract and affords Hach all the remedies of a secured party under the
U.C.C.,as well as the remedies stated above for late payment or non-payment.
Page : 7 of 8
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-
TZ QUOTATION ROLLING HILLS
CERTIFIED FRGGRA1,I5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
7. LIMITED WARRANTY:
Hach warrants that Products sold hereunder will be free from defects in material and workmanship and will,when used in accordance with the manufacturer's operating and maintenance instructions,conform to any express written warranty pertaining
to the specific goods purchased,which for most Hach instruments is for a period of twelve(12)months from delivery.Hach warrants that services furnished hereunder will be free from defects in workmanship for a period of ninety(90)days from the
completion of the services.Parts provided by Hach in the performance of services may be new or refurbished parts functioning equivalent to new parts.Any non-functioning parts that are repaired by Hach shall become the property of Hach.No
warranties are extended to consumable items such as,without limitation,reagents,batteries,mercury cells,and light bulbs.All other guarantees,warranties,conditions and representations,either express or implied,whether arising under any
statute,law,commercial usage or otherwise,including implied warranties of merchantability and fitness for a particular purpose,are hereby excluded.The sole remedy for Products not meeting this Limited Warranty is replacement,credit
or refund of the purchase price.This remedy will not be deemed to have failed of its essential purpose so long as Hach is willing to provide such replacement,credit or refund.
8. INDEMNIFICATION:
Indemnification applies to a party and to such party's successors-in-interest,assignees,affiliates,directors,officers,and employees("Indemnified Parties').Hach is responsible for and will defend,indemnify and hold harmless the Buyer Indemnified
Parties against all losses,claims,expenses or damages which may result from accident,injury,damage,or death due to Hach's breach of the Limited Warranty.This indemnification is provided on the condition that the Buyer is likewise responsible for
and will defend,indemnify and hold harmless the Hach Indemnified Parties against all losses,claims,expenses or damages which may result from accident,injury,damage,or death due to the negligence or misuse or misapplication of any goods or
services by the Buyer or any third party affiliated or in privity with Buyer.
9. PATENT PROTECTION:
Subject to all limitations of liability provided herein,Hach will,with respect to any Products of Hach's design or manufacture,indemnify Buyer from any and all damages and costs as finally determined by a court of corn petent jurisdiction in any suit for
infringement of any U.S.patent(or European patent for Products that Hach sells to Buyer for end use in a member state of the E.U.)that has issued as of the delivery date,solely by reason of the sale or normal use of any Products sold to Buyer
hereunder and from reasonable expenses incurred by Buyer in defense of such suit R Hach does not undertake the defense thereof,provided that Buyer promptly notifies Hach of such suit and offers Hach either(i)full and exclusive control of the
defense of such suit when Products of Hach only are involved,or(ii)the right to participate in the defense of such suit when products other than those of Hach are also involved.Hach's warranty as to use patents only applies to infringement arising
solely out of the inherent operation of the Products according to their applications as envisioned by Hach's specifications.In case the Products are in such suit held to constitute infringement and the use of the Products is enjoined,Hach will,at its own
expense and at its option,either procure for Buyer the right to continue using such Products or replace them with non-infringing products,or modify them so they become non-infringing,or remove the Products and refund the purchase price(prorated
for depreciation)and the transportation costs thereof.The foregoing states the entire liability of Hach for patent infringement by the Products.Further,to the same extent as set forth in Hach's above obligation to Buyer,Buyer agrees to defend,
indemnify and hold harmless Hach for patent infringement related to(x)any goods manufactured to the Buyer's design,(y)services provided in accordance with the Buyer's instructions,or(z)Hach's Products when used in combination with any other
devices,parts or software not provided by Hach hereunder.
10. TRADEMARKS AND OTHER LABELS:
Buyer agrees not to remove or alter any indicia of manufacturing origin or patent numbers contained on or within the Products,including without limitation the serial numbers or trademarks on nameplates or cast,molded or
machined components.
11. SOFTWARE:.
All licenses to Hach's separately-provided software products are subject to the separate software license agreement(s)accompanying the software media.In the absence of such terms and for all other software,Hach grants Buyer only a personal,
non-exclusive license to access and use the software provided by Hach with Products purchased hereunder solely as necessary for Buyer to enjoy the benefit of the Products.A portion of the software may contain or consist of open source software,
which Buyer may use under the terms and conditions of the specific license under which the open source software is distributed.Buyer agrees that it will be bound by any and all such license agreements.Title to software remains with the applicable
licensor(s).
12. PROPRIETARY INFORMATION;PRIVACY:
"Proprietary Information"means any information,technical data or know-how in whatever form,whether documented,contained in machine readable or physical components,mask works or artwork,or otherwise,which Hach considers proprietary,
including but not limited to service and maintenance manuals.Buyer and its customers,employees and agents will keep confidential all such Proprietary Information obtained directly or indirectly from Hach and will not transfer or disclose it without
Hach's prior written consent,or use it for the manufacture,procurement,servicing or calibration of Products many similar products,or cause such products to be manufactured,serviced or calibrated by or procured from any other source,or reproduce
or otherwise appropriate it.All such Proprietary Information remains Hach's property.No right or license is granted to Buyer or its customers,employees or agents,expressly or by implication,with respect to the Proprietary Information many patent
right or other proprietary right of Hach,except for the limited use licenses implied by law.Hach will manage Customer's information and personal data in accordance with its Privacy Policy,located at httD://www.hach.com/Drivacwolicv.
13. CHANGES AND ADDITIONAL CHARGES:
Hach reserves the right to make design changes or improvements to any products of the same general class as Products being delivered hereunder without liability or obligation to incorporate such changes or improvements to Products ordered by
Buyer unless agreed upon in writing before the Products'delivery date.Services which must be performed as a result of any of the following conditions are subject to additional charges for labor,travel and parts:(a)equipment alterations not authorized
in writing by Hach;(b)damage resulting from improper use or handling,accident,neglect,power surge,or operation in an environment or manner in which the instrument is not designed to operate or is not in accordance with Hach's operating
manuals;(c)the use of parts or accessories not provided by Hach;(d)damage resulting from acts of war,terrorism or nature;(e)services outside standard business hours;(f)site prework not complete per proposal;or(g)any repairs required to
ensure equipment meets manufacturer's specifications upon activation cf a service agreement.
14. SITE ACCESS/PREPARATION/WORKER SAFETY/ENVIRONMENTAL COMPLIANCE:
In connection with services provided by Hach,Buyer agrees to permit prompt access to equipment.Buyer assumes full responsibility to back-up or otherwise protect its data against loss,damage or destruction before services are performed.Buyer is
the operator and in full control of its premises,including those areas where Hach employees or contractors are performing service,repair and maintenance activities.Buyer will ensure that all necessary measures are taken for safety and security of
working conditions,sites and installations during the performance of services.Buyer is the generator of any resulting wastes,including without limitation hazardous wastes.Buyer is solely responsible to arrange for the disposal of any wastes at its own
expense.Buyer will,at its own expense,provide Hach employees and contractors working on Buyer's premises with all information and training required under applicable safety compliance regulations and Buyer's policies.If the instrument to be
serviced is in a Confined Space,as that term is defined under OSHA regulations,Buyer is solely responsible to make it available to be serviced in an unconfined space.Hach service technicians will not work in Confined Spaces.In the event that a
Buyer requires Hach employees or contractors to attend safety or compliance training programs provided by Buyer,Buyer will pay Hach the standard hourly rate and expense reimbursement for such training attended.The attendance at or completion
of such training does not create or expand any warranty or obligation of Hach and does not serve to alter,amend,limit or supersede any part of this Contract.
15. LIMITATIONS ON USE:
Buyer will not use any Products for any purpose other than those identified in Hach's catalogs and literature as intended uses.Unless Hach has advised the Buyer in writing,in no event will Buyer use any Products in drugs,food additives,food or
cosmetics,or medical applications for humans or animals.In no event will Buyer use in any application any Product that requires FDA 510(k)clearance unless and only to the extent the Product has such clearance.Any warranty granted by Hach is
void if any goods covered by such warranty are used for any purpose not permitted hereunder.
16. EXPORT AND IMPORT LICENSES AND COMPLIANCE WITH LAWS:
Unless otherwise specified in this Contract,Buyer is responsible for obtaining any required export or import licenses.Hach represents that all Products delivered hereunder will be produced and supplied in compliance with all applicable laws and
regulations.Buyer will comply with all laws and regulations applicable to the installation or use of all Products,including applicable import and export control laws and regulations of the U.S.,E.U.and any other country having proper jurisdiction,and will
obtain all necessary export licenses in connection with any subsequent export,re-export,transfer and use of all Products and technology delivered hereunder.Buyer will not sell,transfer,export or re-export any Hach Products or technology for use in
activities which involve the design,development,production,use or stockpiling of nuclear,chemical or biological weapons or missiles,nor use Hach Products or technology in any facility which engages in activities relating to such weapons.Buyer will
comply with all local,national,and other laws of all jurisdictions globally relating to anti-corruption,bribery,extortion,kickbacks,or similar matters which are applicable to Buyers business activities in connection with this Contract,including but not
limited to the U.S.Foreign Corrupt Practices Act of 1977,as amended(the"FCPA").Buyer agrees that no payment of money or provision of anything of value will be offered,promised,paid or transferred,directly or indirectly,by any person or entity,to
any government official,government employee,or employee of any company owned in part by a government,political party,political party official,or candidate for any government office or political party office to induce such organizations or persons to
use their authority or influence to obtain or retain an improper business advantage for Buyer or for Hach,or which otherwise constitute or have the purpose or effect of public or commercial bribery,acceptance of or acquiescence in extortion,kickbacks
or other unlawful or improper means of obtaining business or any improper advantage,with respect to any of Buyers activities related to this Contract.Hach asks Buyer to"Speak Up!"if aware of any violation of law,regulation or our Standards of
Conduct("SOC")in relation to this Contract.See hth,fldanaher.comintearity-and-comDliance and www.danaherintemitv.com for a copy of the SOC and for access to our Helpline portal.
17. FORCE MAJEURE:
Page : 8 of 8
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-
TZ QUOTATION ROLLING HILLS
C-IFIEO F-R-5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
Hach is excused from performance of its obligations under this Contract to the extent caused by acts or omissions that are beyond its control of,including but not limited to Government embargoes,blockages,seizures or freeze of assets,delays or
refusals to grant an export or import license or the suspension or revocation thereof,or any other acts of any Government;fires,floods,severe weather conditions,or any other acts of God;quarantines;labor strikes or lockouts;riots;strife;
insurrections;civil disobedience or acts of criminals or terrorists;war;material shortages or delays in deliveries to Hach by third parties.In the event of the existence of any force majeure circumstances,the period of time for delivery,payment terms
and payments under any letters of credit will be extended for a period of time equal to the period of delay.If the force majeure circumstances extend for six months,Hach may,at its option,terminate this Contract without penalty and without being
deemed in default or in breach thereof.
18.NON ASSIGNMENT AND WAIVER:
Buyer will not transfer or assign this Contract or any rights or interests hereunder without Hach's prior written consent.Failure of either party to insist upon strict performance of any provision of this Contract,or to exercise any right or privilege
contained herein,or the waiver of any breach of the terms or conditions of this Contract will not be construed as thereafter waiving any such terms,conditions,rights,or privileges,and the same will continue and remain in force and effect as if no
waiver had occurred.
19. LIMITATION OF LIABILITY:
None of the Hach Indemnified Parties will be liable to Buyer under any circumstances for any special,treble,incidental or consequential damages,including without limitation,damage to or loss of property other than for the Products purchased
hereunder;damages incurred in installation,repair or replacement;lost profits,revenue or opportunity;loss of use;losses resulting from or related to downtime ofthe products or inaccurate measurements or reporting;the cost of substitute products;or
claims of Buyer's customers for such damages,howsoever caused,and whether based on warranty,contract,and/or tort(including negligence,strict liability or otherwise).The total liability ofthe Hach Indemnified Parties arising out ofthe performance
or nonperformance hereunder or Hach's obligations in connection with the design,manufacture,sale,delivery,and/or use of Products will in no circumstance exceed in the aggregate a sum equal to twice the amount actually paid to Hach for Products
delivered hereunder.
20. APPLICABLE LAW AND DISPUTE RESOLUTION:
The construction,interpretation and performance hereof and all transactions hereunder shall be governed by the laws of the State of Colorado,without regard to its principles or laws regarding conflicts of laws.If any provision of this Contract violates
any Federal,State or local statutes or regulations of any countries having jurisdiction of this transaction,or is illegal for any reason,said provision shall be self-deleting without affecting the validity ofthe remaining provisions.Unless otherwise
specifically agreed upon in writing between Hach and Buyer,any dispute relating to this Contract which is not resolved by the parties shall be adjudicated in order of preference by a court of competentjurisdiction(i)in the State of Colorado,U.S.A.if
Buyer has minimum contacts with Colorado and the U.S.,(ii)elsewhere in the U.S.if Buyer has minimum contacts with the U.S.but not Colorado,or(iii)in a neutral location if Buyer does not have minimum contacts with the United States.
21. ENTIRE AGREEMENT&MODIFICATION:
These Terms&Conditions of Sale constitute the entire agreement between the parties and supersede any prior agreements or representations,whether oral or written.No change to or modification of these Terms&Conditions shall be binding upon
Hach unless in a written instrument specifically referencing that it is amending these Terms&Conditions of Sale and signed by an authorized representative of Hach.Hach rejects any additional or inconsistent Terms&Conditions of Sale offered by
Buyer at any time,whether or not such terms or conditions materially alter the Terms&Conditions herein and irrespective of Hach's acceptance of Buyer's order for the described goods and services.
Page : 1 of 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-SO
Tit bT QUOTATION UTH HOLLY
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
Partnership Number: HACH252718-SOUTH Version : 0.14 Quotation Date 15-DEC-21
HOLLY
Expiration Date 14-JAN-22
Hach Company Service Partnership Service Partnership
Contact Feikes, Gail Phone Email gfeikes@hach.com
Customer Ref BUDGETARY QUOTE Customer Contact: MANN,JOE
Customer Phone 392-5023 Customer Fax: Customer Email : joe.mann@fortworthtexas.go
v
Bill-To Account#208256 Ship-To Account#208256
Customer Name CITY OF FORT WORTH Customer CITY OF FORT WORTH Payment Terms: Net 30
Name
Address4 Address4 SOUTH HOLLY Billing Method: Annual-Invoices on
START Date
Addressl 200 TEXAS ST Addressl 1511 11TH AVE Currency: USD
Address2 Address2
Address3 Address3
City,State, City,State, FORT
PostalCode FORT WORTH-TX-76102 Postalcode WORTH-TX-76102-4350
Province/ US Province/ US
Country Country
Line Service Name Line Total
Covered Product Start Date End Date Description/Serial Number
1 WRTUPGCERT1720E 14-DEC-21 13-DEC-22 ff RENEWAL ONLY-NO new 8,415.00
Service Agreement
sales:14-DEC-2021:13-DEC-2022
Warranty upgrade includes:All
parts, labor, and travel for on-site
repairs, 1 on-site calibration and
preventative maintenance
(including required parts)with
certification , unlimited technical
support calls, and free firmware
updates. Customer is responsible
for calibration and basic
maintenance per factory specified
guidelines outside of Hach's annual
visit.
Page : 2 of 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-SO
Tit M QUOTATION UTH HOLLY
CERTIFIED FF-A- Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
1.1 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 070300000626
1.2 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 070300000627
1.3 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 070300000628
1.4 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 070300000629
1.5 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 070300000630
1.6 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 070300000632
1.7 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 070300000633
1.8 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 070300000638
1.9 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 070300000640
1.10 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 111208204733
1.11 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 111208204740
1.12 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 111208204745
1.13 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 060300054102
1.14 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 060300015853
1.15 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 140600497652
1.16 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 070300000637
1.17 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 080600075040
2 BSPPLUSSL1000 14-DEC-21 13-DEC-22 BenchPlus 1,394.00
S L 1000:14-DEC-2021:13-DEC-202
Page : 3 of 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-SO
Tit bT QUOTATION UTH HOLLY
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
2
The Bench Service Plus includes:
Factory repairs only, one
PM/Calibration on site per year,
unlimited technical support calls
and free software upgrades on your
instrument. Travel is included for
one on-site visit.Additional visits
may be billable.
2.1 9430000 ee ASSY, INSTRUMENT, SL1000 ;
170860102501
2.2 9430000 ee ASSY, INSTRUMENT, SL1000 ;
180160103421
3 FSPSC200 14-DEC-21 13-DEC-22 Fld Svc-1V SC200 2,358.00
Controller:14-DEC-2021:13-DEC-2
022
3.1 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611CO148010
3.2 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611 C01 39645
3.3 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611 C01 39656
3.4 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611 C01 64374
3.5 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611CO148034
3.6 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611 C01 39632
3.7 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611 C01 64404
3.8 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611 C01 39634
3.9 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1611CO148005
4 BSPPLUSDR3900 14-DEC-21 13-DEC-22 Bench PIus-DR3900:14-DEC-2021: 916.00
13-DEC-2022
The Bench Service Plus includes:
Factory repairs only, one Start-up
or one PM/Calibration on site per
year, unlimited technical support
calls and free software upgrades
Page : 4of 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-SO
Tit R QUOTATION UTH HOLLY
CERTIFIED FIR- 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
on your instrument. Travel is
included for one on-site visit.
Additional visits may be billable.
4.1 LPV440.99.00012 db as DR3900
SPECTROPHOTOMETER WITH
RFID ; 1784252
Sub Total: 13,083.00
Tax: 0.00
Total: 13,083.00
Partnership Notes
All purchases of Hach Company products and/or services are expressly and without limitation subject to Hach Company's Terms&Conditions of
Sale("Hach TCS"),incorporated herein by reference and published on Hach Company's website at www.hach.com/terms. Hach TICS are
incorporated by reference into each of Hach's offers or quotations,order acknowledgments,and invoice and shipping documents.The first of the
following acts shall constitute an acceptance of Hach's offer and not a counteroffer and shall create a contract of sale("Contract")in accordance
with the Hach TICS,subject to Hach's final credit approval:(1)Buyer's issuance of a purchase order document against Hach's offer or quotation;
(ii)Hach's acknowledgement of Buyer's order;or(iii)commencement of any performance by Hach in response to Buyer's order.Provisions
contained in Buyer's purchase documents that materially alter,add to or subtract from the provisions of these Terms and Conditions of Sale
shall be null and void and not considered part of the Contract
Customer Name CITY OF FORT WORTH
Customer P.O.Number
Customer Reference Number
TERMS&CONDITIONS OF SALE FOR HACH COMPANY PRODUCTS AND SERVICES
This document sets forth the Terms&Conditions of Sale for goods manufactured and/or supplied,and services provided,by Hach Company of Loveland,Colorado("Hach")and sold to the original purchaser thereof("Buyer").Unless otherwise
specifically stated herein,the term"Hach"includes only Hach Company and none of its affiliates.Unless otherwise specifically stated in a previously-executed written purchase agreement signed by authored representatives of Hach and Buyer,these
Terms&Conditions of Sale establish the rights,obligations and remedies of Hach and Buyer which apply to this offer and any resulting order or contract for the sale of Hach's goods and/or services("Products").
1. APPLICABLE TERMS&CONDITIONS:
These Terms&Conditions of Sale are contained directly and/or by reference in Hach's offer,order acknowledgment,and invoice documents.The first of the following acts constitutes an acceptance of Hach's offer and not a counteroffer and creates a
contract of sale("Contract")in accordance with these Terms&Conditions:(i)Buyer's issuance of a purchase order document against Hach's offer;(ii)acknowledgement of Buyer's order by Hach;or(iii)commencement of any performance by Hach
pursuant to Buyer's order.Provisions contained in Buyer's purchase documents(including electronic commerce interfaces)that materially alter,add to or subtract from the provisions of these Terms&Conditions of Sale are not a part of the Contract.
2. CANCELLATION:
Buyer may cancel goods orders subject to fair charges for Hach's expenses including handling,inspection,restocking,freight and invoicing
charges as applicable,provided that Buyer returns such goods to Hach at Buyer's expense within 30 days of delivery and in the same condition as received.Buyer may cancel service orders on ninety(90)day's prior written notice and refunds will be
prorated based on the duration of the service plan.Inspections and reinstatement fees may apply upon cancellation or expiration of service programs.Seller may cancel all or part of any order prior to delivery without liability if the order includes any
Products that Seller determines may not comply with export,safety,local certification,or other applicable compliance requirements.
3. DELIVERY:
Delivery will be accomplished FICA Hach's facility located in Ames,Iowa or Loveland,Colorado,United States(Incoterms 2010).For orders having a final destination within the U.S.,legal title and risk of loss or damage pass to
Buyer upon transfer to the first carrier.For orders having a final destination outside the U.S.,legal title and risk of loss or damage pass to Buyer when the Products enter international waters or airspace or cross an international
frontier.Hach will use commercially reasonable efforts to deliver the Products ordered herein within the time specified on the face of this Contract or,if no time is specified,within Hach's normal lead-time necessary for Hach to
deliver the Products sold hereunder.Upon prior agreement with Buyer and for an additional charge,Hach will deliver the Products on an expedited basis.Standard service delivery hours are 8 am—5 pm Monday through Friday,
excluding holidays.
4. INSPECTION:
Buyer will promptly inspect and accept any Products delivered pursuant to this Contract after receipt of such Products.In the event the Products do not conform to any applicable specifications,Buyer will promptly notify Hach of such nonconformance
in writing.Hach will have a reasonable opportunity to repair or replace the nonconforming product at its option.Buyer will be deemed to have accepted any Products delivered hereunder and to have waived any such nonconformance in the event such
a written notification is not received by Hach within thirty(30)days of delivery.
5. PRICES&ORDER SIZES:
All prices are in U.S.dollars and are based on delivery as stated above.Prices do not include any charges for services such as insurance;brokerage fees;sales,use,inventory or excise taxes;import or export duties;special financing fees;VAT,
Page : 5 of 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-SO
TZ QUOTATION UTH HOLLY
CERTIFIED FRGGRA1,I5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
income or royalty taxes imposed outside the U.S.;consular fees;special permits or licenses;or other charges imposed upon the production,sale,distribution,or delivery of Products.Buyer will either pay any and all such charges or provide Hach with
acceptable exemption certificates,which obligation survives performance under this Contract.Hach reserves the right to establish minimum order sizes and will advise Buyer accordingly.
6. PAYMENTS:
All payments must be made in U.S.dollars.For Internet orders,the purchase price is due at the time and manner set forth at www.hach.com.Invoices for all other orders are due and payable NET 30 DAYS from date of the
invoice without regard to delays for inspection or transportation,with payments to be made by check to Hach at the above address or by wire transfer to the account stated on the front of Hach's invoice,or for customers with no established credit,Hach
may require cash or credit card payment in advance of delivery.In the event payments are not made or not made in a timely manner,Hach may,in addition to all other remedies provided at law,either:(a)declare Buyers performance in breach and
terminate this Contract for default;(b)withhold future shipments until delinquent payments are made;(c)deliver future shipments on a cash-with-order or cash-in-advance basis even after the delinquency is cured;(d)charge interest on the delinquency
at a rate of 1-1/2%per month or the maximum rate permitted by law,it lower,for each month or part thereof of delinquency in payment plus applicable storage charges and/or inventory carrying charges;(e)repossess the Products for which payment
has not been made;(f)recover all costs of collection including reasonable attorney's fees;or(g)combine any of the above rights and remedies as is practicable and permitted by law.Buyer is prohibited from setting off any and all monies owed under
this from any other sums,whether liquidated or not,that are or may be due Buyer,which arise out of a different transaction with Hach or any of its affiliates.Should Buyers financial responsibility become unsatisfactory to Hach in its reasonable
discretion,Hach may require cash payment or other security.If Buyer fails to meet these requirements,Hach may treat such failure as reasonable grounds for repudiation of this Contract,in which case reasonable cancellation charges shall be due
Hach.Buyer grants Hach a security interest in the Products to secure payment in full,which payment releases the security interest but only if such payments could not be considered an avoidable transfer under the U.S.Bankruptcy Code or other
applicable laws.Buyer's insolvency,bankruptcy,assignment for the benefit of creditors,or issolution or termination of the existence of Buyer,constitutes a default under this Contract and affords Hach all the remedies of a secured party under the
U.C.C.,as well as the remedies stated above for late payment or non-payment.
7. LIMITED WARRANTY:
Hach warrants that Products sold hereunder will be free from defects in material and workmanship and will,when used in accordance with the manufacturer's operating and maintenance instructions,conform to any express written warranty pertaining
to the specific goods purchased,which for most Hach instruments is for a period of twelve(12)months from delivery.Hach warrants that services furnished hereunder will be free from defects in workmanship for a period of ninety(90)days from the
completion of the services.Parts provided by Hach in the performance of services may be new or refurbished parts functioning equivalent to new parts.Any non-functioning parts that are repaired by Hach shall become the property of Hach.No
warranties are extended to consumable items such as,without limitation,reagents,batteries,mercury cells,and light bulbs.All other guarantees,warranties,conditions and representations,either express or implied,whether arising under any
statute,law,commercial usage or otherwise,including implied warranties of merchantability and fitness for a particular purpose,are hereby excluded.The sole remedy for Products not meeting this Limited Warranty is replacement,credit
or refund of the purchase price.This remedy will not be deemed to have failed of its essential purpose so long as Hach is willing to provide such replacement,credit or refund.
8. INDEMNIFICATION:
Indemnification applies to a party and to such party's successors-in-interest,assignees,affiliates,directors,officers,and employees("Indemnified Parties').Hach is responsible for and will defend,indemnify and hold harmless the Buyer Indemnified
Parties against all losses,claims,expenses or damages which may result from accident,injury,damage,or death due to Hach's breach of the Limited Warranty.This indemnification is provided on the condition that the Buyer is likewise responsible for
and will defend,indemnity and hold harmless the Hach Indemnified Parties against all losses,claims,expenses or damages which may result from accident,injury,damage,or death due to the negligence or misuse or misapplication of any goods or
services by the Buyer or any third party affiliated or in privity with Buyer.
9. PATENT PROTECTION:
Subject to all Iim Rations of liability provided herein,Hach will,with respect to any Products of Hach's design or manufacture,indemnify Buyer from any and all damages and costs as finally determined by a court of corn petent jurisdiction in any suit for
infringement of any U.S.patent(or European patent for Products that Hach sells to Buyer for end use in a member state of the E.U.)that has issued as of the delivery date,solely by reason of the sale or normal use of any Products sold to Buyer
hereunder and from reasonable expenses incurred by Buyer in defense of such suit it Hach does not undertake the defense thereof,provided that Buyer promptly notifies Hach of such suit and offers Hach either(i)full and exclusive control of the
defense of such suit when Products of Hach only are involved,or(ii)the right to participate in the defense of such suit when products other than those of Hach are also involved.Hach's warranty as to use patents only applies to infringement arising
solely out of the inherent operation of the Products according to their applications as envisioned by Hach's specifications.In case the Products are in such suit held to constitute infringement and the use of the Products is enjoined,Hach will,at its own
expense and at its option,either procure for Buyer the right to continue using such Products or replace them with non-infringing products,or modify them so they become non-infringing,or remove the Products and refund the purchase price(prorated
for depreciation)and the transportation costs thereof.The foregoing states the entire liability of Hach for patent infringement by the Products.Further,to the same extent as set forth in Hach's above obligation to Buyer,Buyer agrees to defend,
indemnify and hold harmless Hach for patent infringement related to(x)any goods manufactured to the Buyer's design,(y)services provided in accordance with the Buyer's instructions,or(z)Hach's Products when used in combination with any other
devices,parts or software not provided by Hach hereunder.
10. TRADEMARKS AND OTHER LABELS:
Buyer agrees not to remove or alter any indicia of manufacturing origin or patent numbers contained on or within the Products,including without limitation the serial numbers or trademarks on nameplates or cast,molded or
machined components.
11. SOFTWARE:.
All licenses to Hach's separately-provided software products are subject to the separate software license agreement(s)accompanying the software media.In the absence of such terms and for all other software,Hach grants Buyer only a personal,
non-exclusive license to access and use the software provided by Hach with Products purchased hereunder solely as necessary for Buyer to enjoy the benefit of the Products.A portion of the software may contain or consist of open source software,
which Buyer may use under the terms and conditions of the specific license under which the open source software is distributed.Buyer agrees that it will be bound by any and all such license agreements.Title to software remains with the applicable
licensor(s).
12. PROPRIETARY INFORMATION;PRIVACY:
"Proprietary Information"means any information,technical data or know-how in whateverform,whether documented,contained in machine readable or physical components,mask works or artwork,or otherwise,which Hach considers proprietary,
including but not limited to service and maintenance manuals.Buyer and its customers,employees and agents will keep confidential all such Proprietary Information obtained directly or indirectly from Hach and will not transfer or disclose it without
Hach's prior written consent,or use R for the manufacture,procurement,servicing or calibration of Products many similar products,or cause such products to be manufactured,serviced or calibrated by or procured from any other source,or reproduce
or otherwise appropriate it.All such Proprietary Information remains Hach's property.No right or license is granted to Buyer or its customers,employees or agents,expressly or by implication,with respect to the Proprietary Information many patent
right or other proprietary right of Hach,except for the Iim Red use licenses implied by law.Hach will manage Customer's information and personal data in accordance with its Privacy Policy,located at httD://www.hach.com/Drivacvoolicv.
13. CHANGES AND ADDITIONAL CHARGES:
Hach reserves the right to make design changes or improvements to any products of the same general class as Products being delivered hereunder without liability or obligation to incorporate such changes or improvements to Products ordered by
Buyer unless agreed upon in writing before the Products'delivery date.Services which must be performed as a result of any of the following conditions are subject to additional charges for labor,travel and parts:(a)equipment alterations not authorized
in writing by Hach;(b)damage resulting from improper use or handling,accident,neglect,power surge,or operation in an environment or manner in which the instrument is not designed to operate or is not in accordance with Hach's operating
manuals;(c)the use of parts or accessories not provided by Hach;(d)damage resulting from acts of war,terrorism or nature;(e)services outside standard business hours;(f)site prework not complete per proposal;or(g)any repairs required to
ensure equipment meets manufacturer's specifications upon activation cf a service agreement.
14. SITE ACCESS/PREPARATION/WORKER SAFETY/ENVIRONMENTAL COMPLIANCE:
In connection with services provided by Hach,Buyer agrees to permit prompt access to equipment.Buyer assumes full responsibility to back-up or otherwise protect its data against loss,damage or destruction before services are performed.Buyer is
the operator and in full control of its premises,including those areas where Hach employees or contractors are performing service,repair and maintenance activities.Buyer will ensure that all necessary measures are taken for safety and security of
working conditions,sites and installations during the performance of services.Buyer is the generator of any resulting wastes,including without limitation hazardous wastes.Buyer is solely responsible to arrange for the disposal of any wastes at its own
expense.Buyer will,at its own expense,provide Hach employees and contractors working on Buyer's premises with all information and training required under applicable safety compliance regulations and Buyer's policies.If the instrument to be
serviced is in a Confined Space,as that term is defined under OSHA regulations,Buyer is solely responsible to make R available to be serviced in an unconfined space.Hach service technicians will not work in Confined Spaces.In the event that a
Buyer requires Hach employees or contractors to attend safety or compliance training programs provided by Buyer,Buyer will pay Hach the standard hourly rate and expense reimbursement for such training attended.The attendance at or completion
of such training does not create or expand any warranty or obligation of Hach and does not serve to alter,amend,limit or supersede any part of this Contract.
15. LIMITATIONS ON USE:
Buyer will not use any Products for any purpose other than those identified in Hach's catalogs and literature as intended uses.Unless Hach has advised the Buyer in writing,in no event will Buyer use any Products in drugs,food additives,food or
cosmetics,or medical applications for humans or animals.In no event will Buyer use in any application any Product that requires FDA 510(k)clearance unless and only to the extent the Product has such clearance.Any warranty granted by Hach is
void if any goods covered by such warranty are used for any purpose not permitted hereunder.
Page : 6 of 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-SO
TZ QUOTATION UTH HOLLY
C-IFIED F-R-5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
16. EXPORT AND IMPORT LICENSES AND COMPLIANCE WITH LAWS:
Unless otherwise specified in this Contract,Buyer is responsible for obtaining any required export or import licenses.Hach represents that all Products delivered hereunder will be produced and supplied in compliance with all applicable laws and
regulations.Buyer will comply with all laws and regulations applicable to the installation or use of all Products,including applicable import and export control laws and regulations of the U.S.,E.U.and any other country having proper jurisdiction,and will
obtain all necessary export licenses in connection with any subsequent export,re-export,transfer and use of all Products and technology delivered hereunder.Buyer will not sell,transfer,export or re-export any Hach Products or technology for use in
activities which involve the design,development,production,use or stockpiling of nuclear,chemical or biological weapons or missiles,nor use Hach Products or technology in any facility which engages in activities relating to such weapons.Buyer will
comply with all local,national,and other laws of all jurisdictions globally relating to anti-corruption,bribery,extortion,kickbacks,or similar matters which are applicable to Buyers business activities in connection with this Contract,including but not
limited to the U.S.Foreign Corrupt Practices Act of 1977,as amended(the"FCPA").Buyer agrees that no payment of money or provision of anything of value will be offered,promised,paid or transferred,directly or indirectly,by any person or entity,to
any government official,government employee,or employee of any company owned in part by a government,political party,political party official,or candidate for any government office or political party office to induce such organizations or persons to
use their authority or influence to obtain or retain an improper business advantage for Buyer or for Hach,or which otherwise constitute or have the purpose or effect of public or commercial bribery,acceptance of or acquiescence in extortion,kickbacks
or other unlawful or improper means of obtaining business or any improper advantage,with respect to any of Buyers activities related to this Contract.Hach asks Buyer to"Speak Up!"if aware of any violation of law,regulation or our Standards of
Conduct("SOC")in relation to this Contract.See MID://danaher.comintearity-and-compliance and www.danaherintearitv.com for a copy of the SOC and for access to our Helpline portal.
17. FORCE MAJEURE:
Hach is excused from performance of its obligations under this Contract to the extent caused by acts or omissions that are beyond its control of,including but not limited to Government embargoes,blockages,seizures or freeze of assets,delays or
refusals to grant an export or import license or the suspension or revocation thereof,or any other acts of any Government;fires,floods,severe weather conditions,or any other acts of God;quarantines;labor strikes or lockouts;riots;strife;
insurrections;civil disobedience or acts of criminals or terrorists;war;material shortages or delays in deliveries to Hach by third parties.In the event of the existence of any force majeure circumstances,the period of time for delivery,payment terms
and payments under any letters of credit will be extended for a period of time equal to the period of delay.If the force majeure circumstances extend for six months,Hach may,at its option,terminate this Contract without penalty and without being
deemed in default or in breach thereof.
18.NON ASSIGNMENT AND WAIVER:
Buyer will not transfer or assign this Contract or any rights or interests hereunder without Hach's prior written consent.Failure of either party to insist upon strict performance of any provision of this Contract,or to exercise any right or privilege
contained herein,or the waiver of any breach of the terms or conditions of this Contract will not be construed as thereafter waiving any such terms,conditions,rights,or privileges,and the same will continue and remain in force and effect as if no
waiver had occurred.
19. LIMITATION OF LIABILITY:
None of the Hach Indemnified Parties will be liable to Buyer under any circumstances for any special,treble,incidental or consequential damages,including without limitation,damage to or loss of property other than for the Products purchased
hereunder;damages incurred in installation,repair or replacement;lost profits,revenue or opportunity;loss of use;losses resulting from or related to downtime ofthe products or inaccurate measurements or reporting;the cost of substitute products;or
claims of Buyer's customers for such damages,howsoever caused,and whether based on warranty,contract,and/or tort(including negligence,strict liability or otherwise).The total liability ofthe Hach Indemnified Parties arising out ofthe performance
or nonperformance hereunder or Hach's obligations in connection with the design,manufacture,sale,delivery,and/or use of Products will in no circumstance exceed in the aggregate a sum equal to twice the amount actually paid to Hach for Products
delivered hereunder.
20. APPLICABLE LAW AND DISPUTE RESOLUTION:
The construction,interpretation and performance hereof and all transactions hereunder shall be governed by the laws of the State of Colorado,without regard to its principles or laws regarding conflicts of laws.If any provision of this Contract violates
any Federal,State or local statutes or regulations of any countries having jurisdiction of this transaction,or is illegal for any reason,said provision shall be self-deleting without affecting the validity ofthe remaining provisions.Unless otherwise
specifically agreed upon in writing between Hach and Buyer,any dispute relating to this Contract which is not resolved by the parties shall be adjudicated in order of preference by a court of competentjurisdiction(i)in the State of Colorado,U.S.A.if
Buyer has minimum contacts with Colorado and the U.S.,(ii)elsewhere in the U.S.if Buyer has minimum contacts with the U.S.but not Colorado,or(iii)in a neutral location if Buyer does not have minimum contacts with the United States.
21. ENTIRE AGREEMENT&MODIFICATION:
These Terms&Conditions of Sale constitute the entire agreement between the parties and supersede any prior agreements or representations,whether oral or written.No change to or modification of these Terms&Conditions shall be binding upon
Hach unless in a written instrument specifically referencing that it is amending these Terms&Conditions of Sale and signed by an authorized representative of Hach.Hach rejects any additional or inconsistent Terms&Conditions of Sale offered by
Buyer at any time,whether or not such terms or conditions materially alter the Terms&Conditions herein and irrespective of Hach's acceptance of Buyer's order for the described goods and services.
Page : 1 of 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-W
Tit bT QUOTATION ESTSIDE
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
Partnership Number: HACH252718-WESTSI Version : 0.13 Quotation Date 15-DEC-21
DE
Expiration Date 06-JAN-22
Hach Company Service Partnership Service Partnership
Contact Feikes, Gail Phone Email gfeikes@hach.com
Customer Ref BUDGETARY QUOTE Customer Contact: IRWIN, ERIK
Customer Phone 392-2742 Customer Fax: Customer Email : Erik.irwin@fortworthtexas.go
v
Bill-To Account#208256 Ship-To Account#208256
Customer Name CITY OF FORT WORTH Customer CITY OF FORT WORTH Payment Terms: Net 30
Name
Address4 Address4 WESTSIDE WTP Billing Method: Annual-Invoices on
START Date
Addressl 200 TEXAS ST Addressl 12200 OLD WEATHERFORD Currency: USD
RD
Address2 Address2
Address3 Address3
City,State, FORT WORTH-TX-76102 City,State, FORT WORTH-TX-76108
PostalCode Postalcode
Province/ US Province/ US
Country Country
Line Service Name Line Total
Covered Product Start Date End Date Description/Serial Number
I FSPCL17 14-DEC-21 13-DEC-22 as Fld Svc-2V CL17 (current 2,476.00
version):1 4-DEC-2021:13-DEC-202
2
For CL17 p/n 5440000 only. Field
Service includes all parts, labor,
and travel for on-site repairs, two
preventative maintenance visits per
year(including required parts),
unlimited technical support calls,
and free firmware updates.
1.1 5440000 oo CL17 FINAL ASSEMBLY
W/KITS ; 110200390287
1.2 5440000 oo CL17 FINAL ASSEMBLY
W/KITS ; 110500401792
Page : 2 of 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-W
Tit bT QUOTATION ESTSIDE
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
2 FSPSC200 14-DEC-21 13-DEC-22 Fld Svc-1V SC200 2,096.00
Controller:14-DEC-2021:13-DEC-2
022
2.1 LXV404.99.00502 sc200 CONTROLLER,AC-DC,
DIG,HACH ; 1105CO010637
2.2 LXV404.99.00502 sc200 CONTROLLER,AC-DC,
DIG,HACH ; 191000191840
2.3 LXV404.99.00502 sc200 CONTROLLER,AC-DC,
DIG,HACH ; 191000191839
2.4 LXV404.99.00502 sc200 CONTROLLER,AC-DC,
DIG,HACH ; 191000185620
2.5 LXV404.99.00502 sc200 CONTROLLER,AC-DC,
DIG,HACH ; 1907CO198280
2.6 LXV404.99.00502 sc200 CONTROLLER,AC-DC,
DIG,HACH ; 1907CO198273
2.7 LXV404.99.00502 sc200 CONTROLLER,AC-DC,
DIG,HACH ; 1907CO187960
2.8 LXV404.99.00502 sc200 CONTROLLER,AC-DC,
DIG,HACH ; 191000191841
3 PMP-HQD-1V 14-DEC-21 13-DEC-22 PMP-HQd Series-1V(FRV 302.00
1):14-DEC-2021:13-DEC-2022
3.1 HQ411D HQ411d BENCHTOP METER,
pH/mV; 120300068557
4 BSPPLUSSL1000 14-DEC-21 13-DEC-22 BenchPlus 697.00
S L 1000:14-DEC-2021:13-DEC-202
2
The Bench Service Plus includes:
Factory repairs only, one
PM/Calibration on site per year,
unlimited technical support calls
and free software upgrades on your
instrument. Travel is included for
one on-site visit.Additional visits
may be billable.
4.1 9430000 ee ASSY, INSTRUMENT, SL1000 ;
160270101367
5 FSPTU52XX 14-DEC-21 13-DEC-22 Fld SvcTU52XX 1 1,154.00
VST:14-DEC-2021:13-DEC-2022
Field Service includes:All parts,
labor, and travel for on-site repairs,
1 comprehensive PM/calibrations
per year,factory recommended
Page : 3 of 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-W
Tit bT QUOTATION ESTSIDE
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
maintenance (including required
parts), unlimited technical support
calls, and free firmware updates.
Please see service terms and
conditions for additional details on
our service plans, and to ensure
you have an opportunity to review
our environmental and safety
requirements.
5.1 LPV442.99.03012 KTO: TU5200, Lab Turb with RFID,
EPA; 1704491
5.2 LPV4425301012 nn KIT, TU5200 Lab Turb, EPA ;
1704491
6 FSPTU54XX- 1 VISIT 14-DEC-21 13-DEC-22 Fld Svc TU54XX 1 5,229.00
VST:14-DEC-2021:13-DEC-2022
Field Service includes:All parts,
labor, and travel for on-site repairs,
1 comprehensive PM/calibrations
per year,factory recommended
maintenance (including required
parts), unlimited technical support
calls, and free firmware updates.
Please see service terms and
conditions for additional details on
our service plans, and to ensure
you have an opportunity to review
our environmental and safety
requirements. Cleaning Module
Accessory is not covered under this
offering.
6.1 LXV445.99.10212 db ee TU5400sc TURB,EPA ;
1952045
6.2 LXV445.99.10212 db ee TU5400sc TURB,EPA ;
1952103
6.3 LXV445.99.10212 db ee TU5400sc TURB,EPA ;
1952125
6.4 LXV445.99.10212 db ee TU5400sc TURB,EPA ;
1952126
6.5 LXV445.99.10212 db ee TU5400sc TURB,EPA ;
1915005
6.6 LXV445.99.10212 db ee TU5400sc TURB,EPA ;
1928373
Page : 4 of 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-W
TZ QUOTATION ESTSIDE
C-IFIEO F-R-5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
6.7 LXV445.99.10212 db ee TU5400sc TURB,EPA ;
1929709
Sub Total: 11,954.00
Tax: 0.00
Total: 11,954.00
Partnership Notes
All purchases of Hach Company products and/or services are expressly and without limitation subject to Hach Company's Terms&Conditions of
Sale("Hach TCS"),incorporated herein by reference and published on Hach Company's website at www.hach.com/terms.Hach TCS are
incorporated by reference into each of Hach's offers or quotations,order acknowledgments,and invoice and shipping documents.The first of the
following acts shall constitute an acceptance of Hach's offer and not a counteroffer and shall create a contract of sale("Contract")in accordance
with the Hach TCS,subject to Hach's final credit approval:(1)Buyer's issuance of a purchase order document against Hach's offer or quotation;
(ii)Hach's acknowledgement of Buyer's order;or(iii)commencement of any performance by Hach in response to Buyer's order.Provisions
contained in Buyer's purchase documents that materially alter,add to or subtract from the provisions of these Terms and Conditions of Sale
shall be null and void and not considered part of the Contract
Customer Name CITY OF FORT WORTH
Customer P.O.Number
Customer Reference Number
TERMS &CONDITIONS OF SALE FOR HACH COMPANY PRODUCTS AND SERVICES
This document sets forth the Terms&Conditions of Sale for goods manufactured and/or supplied,and services provided,by Hach Company of Loveland,Colorado("Hach")and sold to the original purchaser thereof("Buyer").Unless otherwise
specifically stated herein,the term"Hach"includes only Hach Company and none of its affiliates.Unless otherwise specifically stated in a previously-executed written purchase agreement signed by authorized representatives of Hach and Buyer,these
Terms&Conditions of Sale establish the rights,obligations and remedies of Hach and Buyer which apply to this offer and any resulting order or contract for the sale of Hach's goods and/or services("Products").
1. APPLICABLE TERMS&CONDITIONS:
These Terms&Conditions of Sale are contained directly and/or by reference in Hach's offer,order acknowledgment,and invoice documents.The first of the following acts constitutes an acceptance of Hach's offer and not a counteroffer and creates a
contract of sale("Contract")in accordance with these Terms&Conditions:(i)Buyer's issuance of a purchase order document against Hach's offer;(ii)acknowledgement of Buyer's order by Hach;or(iii)commencement of any performance by Hach
pursuant to Buyer's order.Provisions contained in Buyer's purchase documents(including electronic commerce interfaces)that materially alter,add to or subtract from the provisions of these Terms&Conditions of Sale are not a part of the Contract.
2. CANCELLATION:
Buyer may cancel goods orders subject to fair charges for Hach's expenses including handling,inspection,restocking,freight and invoicing
charges as applicable,provided that Buyer returns such goods to Hach at Buyer's expense within 30 days of delivery and in the same condition as received.Buyer may cancel service orders on ninety(90)day's prior written notice and refunds will be
prorated based on the duration of the service plan.Inspections and reinstatement fees may apply upon cancellation or expiration of service programs.Seller may cancel all or part of any order prior to delivery without liability R the order includes any
Products that Seller determines may not comply with export,safety,local certification,or other applicable compliance requirements.
3. DELIVERY:
Delivery will be accomplished FCA Hach's facility located in Ames,Iowa or Loveland,Colorado,United States(Incoterms 2010).For orders having a final destination within the U.S.,legal title and risk of loss or damage pass to
Buyer upon transfer to the first carrier.For orders having a final destination outside the U.S.,legal title and risk of loss or damage pass to Buyerwhen the Products enter intemational waters or airspace or cross an international
frontier.Hach will use commercially reasonable efforts to deliver the Products ordered herein within the time specified on the face of this Contractor,if no time is specified,within Hach's normal Iead4ime necessary for Hach to
deliverthe Products sold hereunder.Upon prior agreement with Buyer and for an additional charge,Hach will deliverthe Products on an expedited basis.Standard service delivery hours are 8 am—5 pm Monday through Friday,
excluding holidays.
4. INSPECTION:
Buyer will promptly inspect and accept any Products delivered pursuant to this Contract after receipt of such Products.In the event the Products do not conform to any applicable specifications,Buyer will promptly notify Hach of such nonconformance
in writing.Hach will have a reasonable opportunity to repair or replace the nonconforming product at its option.Buyer will be deemed to have accepted any Products delivered hereunder and to have waived any such nonconformance in the event such
a written notification is not received by Hach within thirty(30)days of delivery.
5. PRICES&ORDER SIZES:
All prices are in U.S.dollars and are based on delivery as stated above.Prices do not include any charges for services such as insurance;brokerage fees;sales,use,inventory or excise taxes;import or export duties;special financing fees;VAT,
income or royalty taxes imposed outside the U.S.;consular fees;special permits or licenses;or other charges imposed upon the production,sale,distribution,or delivery of Products.Buyer will either pay any and all such charges or provide Hach with
acceptable exemption certificates,which obligation survives performance under this Contract.Hach reserves the right to establish minimum order sizes and will advise Buyer accordingly.
6. PAYMENTS:
All payments must be made in U.S.dollars.For Internet orders,the purchase price is due at the time and manner set forth at www.hach.com.Invoices for all other orders are due and payable NET 30 DAYS from date of the
invoice without regard to delays for inspection or transportation,with payments to be made by check to Hach at the above address or by wire transfer to the account stated on the front of Hach's invoice,or for customers with no established credit,Hach
may require cash or credit card payment in advance of delivery.In the event payments are not made or not made in a timely manner,Hach may,in addition to all other remedies provided at law,either:(a)declare Buyers performance in breach and
Page : 5 of 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-W
TZ QUOTATION ESTSIDE
CE-FIEG FRGGRA1,I5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
terminate this Contract for default;(b)withhold future shipments until delinquent payments are made;(c)deliver future shipments on a cash-with-order or cash-in-advance basis even after the delinquency is cured;(d)charge interest on the delinquency
at a rate of 1-1/2%per month or the maximum rate permitted by law,iflower,for each month or part thereof of delinquency in payment plus applicable storage charges and/or inventory carrying charges;(e)repossess the Products for which payment
has not been made;(f)recover all costs of collection including reasonable attorney's fees;or(g)combine any of the above rights and remedies as is practicable and permitted by law.Buyer is prohibited from setting off any and all monies owed under
this from any other sums,whether liquidated or not,that are or may be due Buyer,which arise out of a different transaction with Hach or any of its affiliates.Should Buyer's financial responsibility become unsatisfactory to Hach in its reasonable
discretion,Hach may require cash payment or other security.If Buyer fails to meet these requirements,Hach may treat such failure as reasonable grounds for repudiation of this Contract,in which case reasonable cancellation charges shall be due
Hach.Buyer grants Hach a security interest in the Products to secure payment in full,which payment releases the security interest but only if such payments could not be considered an avoidable transfer under the U.S.Bankruptcy Code or other
applicable laws.Buyer's insolvency,bankruptcy,assignment for the benefit of creditors,or issolution or termination of the existence of Buyer,constitutes a default under this Contract and affords Hach all the remedies of a secured party under the
U.C.C.,as well as the remedies stated above for late payment or non-payment.
7. LIMITED WARRANTY:
Hach warrants that Products sold hereunder will be free from defects in material and workmanship and will,when used in accordance with the manufacturer's operating and maintenance instructions,conform to any express written warranty pertaining
to the specific goods purchased,which for most Hach instruments is for a period of twelve(12)months from delivery.Hach warrants that services furnished hereunder will be free from defects in workmanship for a period of ninety(90)days from the
completion of the services.Parts provided by Hach in the performance of services may be new or refurbished parts functioning equivalent to new parts.Any non-functioning parts that are repaired by Hach shall become the property of Hach.No
warranties are extended to consumable items such as,without limitation,reagents,batteries,mercury cells,and light bulbs.All other guarantees,warranties,conditions and representations,either express or implied,whether arising under any
statute,law,commercial usage or otherwise,including implied warranties of merchantability,and fitness for a particular purpose,are hereby excluded.The sole remedy for Products not meeting this Limited Warranty is replacement,credit
or refund of the purchase price.This remedy will not be deemed to have failed of its essential purpose so long as Hach is willing to provide such replacement,credit or refund.
8. INDEMNIFICATION:
Indemnification applies to a party and to such party's successors-in-interest,assignees,affiliates,directors,officers,and employees("Indemnified Parties').Hach is responsible for and will defend,indemnify and hold harmless the Buyer Indemnified
Parties against all losses,claims,expenses or damages which may result from accident,injury,damage,or death due to Hach's breach of the Limited Warranty.This indemnification is provided on the condition that the Buyer is likewise responsible for
and will defend,indemnify and hold harmless the Hach Indemnified Parties against all losses,claims,expenses or damages which may result from accident,injury,damage,or death due to the negligence or misuse or misapplication of any goods or
services by the Buyer or any third party affiliated or in privity with Buyer.
9. PATENT PROTECTION:
Subject to all limitations of liability provided herein,Hach will,with respect to any Products of Hach's design or manufacture,indemnify Buyer from any and all damages and costs as finally determined by a court of corn petent jurisdiction in any suit for
infringement of any U.S.patent(or European patent for Products that Hach sells to Buyer for end use in a member state of the E.U.)that has issued as of the delivery date,solely by reason of the sale or normal use of any Products sold to Buyer
hereunder and from reasonable expenses incurred by Buyer in defense of such suit R Hach does not undertake the defense thereof,provided that Buyer promptly notifies Hach of such suit and offers Hach either(i)full and exclusive control of the
defense of such suit when Products of Hach only are involved,or(ii)the right to participate in the defense of such suit when products other than those of Hach are also involved.Hach's warranty as to use patents only applies to infringement arising
solely out of the inherent operation of the Products according to their applications as envisioned by Hach's specifications.In case the Products are in such suit held to constitute infringement and the use of the Products is enjoined,Hach will,at its own
expense and at its option,either procure for Buyer the right to continue using such Products or replace them with non-infringing products,or modify them so they become non-infringing,or remove the Products and refund the purchase price(prorated
for depreciation)and the transportation costs thereof.The foregoing states the entire liability of Hach for patent infringement by the Products.Further,to the same extent as set forth in Hach's above obligation to Buyer,Buyer agrees to defend,
indemnify and hold harmless Hach for patent infringement related to(x)any goods manufactured to the Buyer's design,(y)services provided in accordance with the Buyer's instructions,or(z)Hach's Products when used in combination with any other
devices,parts or software not provided by Hach hereunder.
10. TRADEMARKS AND OTHER LABELS:
Buyer agrees not to remove or alter any indicia of manufacturing origin or patent numbers contained on or within the Products,including without limitation the serial numbers or trademarks on nameplates or cast,molded or
machined components.
11. SOFTWARE:.
All licenses to Hach's separately-provided software products are subject to the separate software license agreement(s)accompanying the software media.In the absence of such terms and for all other software,Hach grants Buyer only a personal,
non-exclusive license to access and use the software provided by Hach with Products purchased hereunder solely as necessary for Buyer to enjoy the benefit of the Products.A portion of the software may contain or consist of open source software,
which Buyer may use under the terms and conditions of the specific license under which the open source software is distributed.Buyer agrees that it will be bound by any and all such license agreements.Title to software remains with the applicable
licensor(s).
12. PROPRIETARY INFORMATION;PRIVACY:
"Proprietary Information"means any information,technical data or know-how in whatever form,whether documented,contained in machine readable or physical components,mask works or artwork,or otherwise,which Hach considers proprietary,
including but not limited to service and maintenance manuals.Buyer and its customers,employees and agents will keep confidential all such Proprietary Information obtained directly or indirectly from Hach and will not transfer or disclose it without
Hach's prior written consent,or use it for the manufacture,procurement,servicing or calibration of Products many similar products,or cause such products to be manufactured,serviced or calibrated by or procured from any other source,or reproduce
or otherwise appropriate it.All such Proprietary Information remains Hach's property.No right or license is granted to Buyer or its customers,employees or agents,expressly or by implication,with respect to the Proprietary Information many patent
right or other proprietary right of Hach,except for the limited use licenses implied by law.Hach will manage Customer's information and personal data in accordance with its Privacy Policy,located at ht1D://www.hach.com/Drivacwolicv.
13. CHANGES AND ADDITIONAL CHARGES:
Hach reserves the right to make design changes or improvements to any products of the same general class as Products being delivered hereunder without liability or obligation to incorporate such changes or improvements to Products ordered by
Buyer unless agreed upon in writing before the Products'delivery date.Services which must be performed as a result of any of the following conditions are subject to additional charges for labor,travel and parts:(a)equipment alterations not authorized
in writing by Hach;(b)damage resulting from improper use or handling,accident,neglect,power surge,or operation in an environment or manner in which the instrument is not designed to operate or is not in accordance with Hach's operating
manuals;(c)the use of parts or accessories not provided by Hach;(d)damage resulting from acts of war,terrorism or nature;(e)services outside standard business hours;(f)site prework not complete per proposal;or(g)any repairs required to
ensure equipment meets manufacturer's specifications upon activation cf a service agreement.
14. SITE ACCESS/PREPARATION/WORKER SAFETY/ENVIRONMENTAL COMPLIANCE:
In connection with services provided by Hach,Buyer agrees to permit prompt access to equipment.Buyer assumes full responsibility to back-up or otherwise protect its data against loss,damage or destruction before services are performed.Buyer is
the operator and in full control of its premises,including those areas where Hach employees or contractors are performing service,repair and maintenance activities.Buyer will ensure that all necessary measures are taken for safety and security of
working conditions,sites and installations during the performance of services.Buyer is the generator of any resulting wastes,including without limitation hazardous wastes.Buyer is solely responsible to arrange for the disposal of any wastes at its own
expense.Buyer will,at its own expense,provide Hach employees and contractors working on Buyer's premises with all information and training required under applicable safety compliance regulations and Buyer's policies.If the instrument to be
serviced is in a Confined Space,as that term is defined under OSHA regulations,Buyer is solely responsible to make it available to be serviced in an unconfined space.Hach service technicians will not work in Confined Spaces.In the event that a
Buyer requires Hach employees or contractors to attend safety or compliance training programs provided by Buyer,Buyer will pay Hach the standard hourly rate and expense reimbursement for such training attended.The attendance at or completion
of such training does not create or expand any warranty or obligation of Hach and does not serve to alter,amend,limit or supersede any part of this Contract.
15. LIMITATIONS ON USE:
Buyer will not use any Products for any purpose other than those identified in Hach's catalogs and literature as intended uses.Unless Hach has advised the Buyer in writing,in no event will Buyer use any Products in drugs,food additives,food or
cosmetics,or medical applications for humans or animals.In no event will Buyer use in any application any Product that requires FDA 510(k)clearance unless and only to the extent the Product has such clearance.Any warranty granted by Hach is
void if any goods covered by such warranty are used for any purpose not permitted hereunder.
16. EXPORT AND IMPORT LICENSES AND COMPLIANCE WITH LAWS:
Unless otherwise specified in this Contract,Buyer is responsible for obtaining any required export or import licenses.Hach represents that all Products delivered hereunder will be produced and supplied in compliance with all applicable laws and
regulations.Buyer will comply with all laws and regulations applicable to the installation or use of all Products,including applicable import and export control laws and regulations of the U.S.,E.U.and any other country having proper jurisdiction,and will
obtain all necessary export licenses in connection with any subsequent export,re-export,transfer and use of all Products and technology delivered hereunder.Buyer will not sell,transfer,export or re-export any Hach Products or technology for use in
activities which involve the design,development,production,use or stockpiling of nuclear,chemical or biological weapons or missiles,nor use Hach Products or technology in any facility which engages in activities relating to such weapons.Buyer will
comply with all local,national,and other laws of all jurisdictions globally relating to anti-corruption,bribery,extortion,kickbacks,or similar matters which are applicable to Buyers business activities in connection with this Contract,including but not
Page : 6 of 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH252718-W
TZ QUOTATION ESTSIDE
C-IFIED F-R-5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
limited to the U.S.Foreign Corrupt Practices Act of 1977,as amended(the"FCPA").Buyer agrees that no payment of money or provision of anything of value will be offered,promised,paid or transferred,directly or indirectly,by any person or entity,to
any government official,government employee,or employee of any company owned in part by a government,political party,political party official,or candidate for any government office or political party office to induce such organizations or persons to
use their authority or influence to obtain or retain an improper business advantage for Buyer or for Hach,or which otherwise constitute or have the purpose or effect of public or commercial bribery,acceptance of or acquiescence in extortion,kickbacks
or other unlawful or improper means of obtaining business or any improper advantage,with respect to any of Buyers activities related to this Contract.Hach asks Buyer to"Speak Up!"if aware of any violation of law,regulation or our Standards of
Conduct("SOC")in relation to this Contract.See MID://danaher.comintearity-and-comDliance and www.danaherintearitv.com for a copy of the SOC and for access to our Helpline portal.
17. FORCE MAJEURE:
Hach is excused from performance of its obligations under this Contract to the extent caused by acts or omissions that are beyond its control of,including but not limited to Government embargoes,blockages,seizures or freeze of assets,delays or
refusals to grant an export or import license or the suspension or revocation thereof,or any other acts of any Government;fires,floods,severe weather conditions,or any other acts of God;quarantines;labor strikes or lockouts;riots;strife;
insurrections;civil disobedience or acts of criminals or terrorists;war;material shortages or delays in deliveries to Hach by third parties.In the event of the existence of any force majeure circumstances,the period of time for delivery,payment terms
and payments under any letters of credit will be extended for a period of time equal to the period of delay.If the force majeure circumstances extend for six months,Hach may,at its option,terminate this Contract without penalty and without being
deemed in default or in breach thereof.
18.NON ASSIGNMENT AND WAIVER:
Buyer will not transfer or assign this Contract or any rights or interests hereunder without Hach's prior written consent.Failure of either party to insist upon strict performance of any provision of this Contract,or to exercise any right or privilege
contained herein,or the waiver of any breach of the terms or conditions of this Contract will not be construed as thereafter waiving any such terms,conditions,rights,or privileges,and the same will continue and remain in force and effect as if no
waiver had occurred.
19. LIMITATION OF LIABILITY:
None of the Hach Indemnified Parties will be liable to Buyer under any circumstances for any special,treble,incidental or consequential damages,including without limitation,damage to or loss of property other than for the Products purchased
hereunder;damages incurred in installation,repair or replacement;lost profits,revenue or opportunity;loss of use;losses resulting from or related to downtime ofthe products or inaccurate measurements or reporting;the cost of substitute products;or
claims of Buyer's customers for such damages,howsoever caused,and whether based on warranty,contract,and/or tort(including negligence,strict liability or otherwise).The total liability ofthe Hach Indemnified Parties arising out ofthe performance
or nonperformance hereunder or Hach's obligations in connection with the design,manufacture,sale,delivery,and/or use of Products will in no circumstance exceed in the aggregate a sum equal to twice the amount actually paid to Hach for Products
delivered hereunder.
20. APPLICABLE LAW AND DISPUTE RESOLUTION:
The construction,interpretation and performance hereof and all transactions hereunder shall be governed by the laws of the State of Colorado,without regard to its principles or laws regarding conflicts of laws.If any provision of this Contract violates
any Federal,State or local statutes or regulations of any countries having jurisdiction of this transaction,or is illegal for any reason,said provision shall be self-deleting without affecting the validity ofthe remaining provisions.Unless otherwise
specifically agreed upon in writing between Hach and Buyer,any dispute relating to this Contract which is not resolved by the parties shall be adjudicated in order of preference by a court of competentjurisdiction(i)in the State of Colorado,U.S.A.if
Buyer has minimum contacts with Colorado and the U.S.,(ii)elsewhere in the U.S.if Buyer has minimum contacts with the U.S.but not Colorado,or(iii)in a neutral location if Buyer does not have minimum contacts with the United States.
21. ENTIRE AGREEMENT&MODIFICATION:
These Terms&Conditions of Sale constitute the entire agreement between the parties and supersede any prior agreements or representations,whether oral or written.No change to or modification of these Terms&Conditions shall be binding upon
Hach unless in a written instrument specifically referencing that it is amending these Terms&Conditions of Sale and signed by an authorized representative of Hach.Hach rejects any additional or inconsistent Terms&Conditions of Sale offered by
Buyer at any time,whether or not such terms or conditions materially alter the Terms&Conditions herein and irrespective of Hach's acceptance of Buyer's order for the described goods and services.
Page : 1 of 9
HACH SERVICE PARTNERSHIP Partnership Number: HACH361497-VI
Tit 'T QUOTATION LLAGE CREEK
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
Partnership Number: HACH361497-VILLAG Version : 0.18 Quotation Date 15-DEC-21
E CREEK
Expiration Date 27-JAN-22
Hach Company Service Partnership Service Partnership
Contact Ballard, Brent Allen Phone Email bballard@hach.com
Customer Ref BUDGETARY QUOTE Customer Contact: TERRY,SCOTT
Customer Phone 817-392-5930 Customer Fax: (817) Customer Email : scott.terry@fortworthtexas.go
392-5939 v
Bill-To Account#208256 Ship-To Account#208256
Customer Name CITY OF FORT WORTH Customer CITY OF FORT WORTH Payment Terms: Net 30
Name
Address4 Address4 Billing Method: Annual-Invoices on
START Date
Addressl 200 TEXAS ST Addressl 4500 WILMA LN Currency: USD
Address2 Address2 "'SHIP TO ON ACCT
40260254"
Address3 Address3
City,State, FORT WORTH-TX-76102 City,State, ARLINGTON-TX-76012-5409
PostalCode Postalcode
Province/ US Province/ US
Country Country
Line Service Name Line Total
Covered Product Start Date End Date Description/Serial Number
1 FSPCL17 14-DEC-21 13-DEC-22 as Fld Svc-2V CL17 (current 11,119.47
version):1 4-DEC-2021:13-DEC-202
2
For CL17 p/n 5440000 only. Field
Service includes all parts, labor,
and travel for on-site repairs, two
preventative maintenance visits per
year(including required parts),
unlimited technical support calls,
and free firmware updates.
1.1 5440000 oo CL17 FINAL ASSEMBLY
W/KITS ; 030700007768
1.2 5440000 oo CL17 FINAL ASSEMBLY
W/KITS ; 080400022006
Page : 2 of 9
HACH SERVICE PARTNERSHIP Partnership Number: HACH361497-VI
Tit 'T QUOTATION LLAGE CREEK
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
1.3 5440000 oo CL17 FINAL ASSEMBLY
W/KITS ; 060800016525
1.4 5440000 oo CL17 FINAL ASSEMBLY
W/KITS ; 090200308415
1.5 5440000 oo CL17 FINAL ASSEMBLY
W/KITS ; 090200308518
1.6 5440000 oo CL17 FINAL ASSEMBLY
W/KITS ; 100500360217
1.7 5440000 oo CL17 FINAL ASSEMBLY
W/KITS ; 010900003467
1.8 5440000 oo CL17 FINAL ASSEMBLY
W/KITS ; 030700007724
1.9 5440000 oo CL17 FINAL ASSEMBLY
W/KITS ; 192050027352
2 PMP-2100N-1V 14-DEC-21 13-DEC-22 PMP-2100N LAB TURB-1V 308.00
(FRV1):14-DEC-2021:13-DEC-202
2
2.1 4700000 oo 2100N LAB TURB, EPA 1821 ;
020600007647
3 PMP-2100P-1V 14-DEC-21 13-DEC-22 PMP-2100P PORTABLE TURB-1V 231.00
(FRV1):14-DEC-2021:13-DEC-202
2
3.1 4650000 oo 2100P PORTABLE
TURBIDIMETER ; 080600O29898
4 PMP-HQD-1V 14-DEC-21 13-DEC-22 PMP-HQd Series-1V(FRV 302.00
1):14-DEC-2021:13-DEC-2022
4.1 HQ30D HQ30d FLEXI PORTABLE METER
080100016689
5 FSPUVASPRB 14-DEC-21 13-DEC-22 Fld Svc-2V UVAS 1,302.00
Sensor:1 4-DEC-2021:13-DEC-202
2
5.1 LXV418.99.90002 db UVAS sc PROBE, 50mm ;
1391786
6 FSP1720E 14-DEC-21 13-DEC-22 Fld Svc-4V 1720E Turb 803.00
Sensor:1 4-DEC-2021:13-DEC-202
2
Field Service includes:All parts,
labor, and travel for on-site repairs,
4 on-site calibrations per year,
factory recommended maintenance
(including required parts), unlimited
Page : 3 of 9
HACH SERVICE PARTNERSHIP Partnership Number: HACH361497-VI
Tit M QUOTATION LLAGE CREEK
CERTIFIED FF-A- Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
technical support calls, and free
firmware updates. Please see
service terms and conditions for
additional details on our service
plans, and to ensure you have an
opportunity to review our
environmental and safety
requirements.
6.1 LPV417.99.00002 1720E LR TURBIDITY SENSOR,
HACH ; 110420038554
7 FSPSOLITAX 14-DEC-21 13-DEC-22 Fld Svc-2V Solitax 3,507.00
Sensor:1 4-DEC-2021:13-DEC-202
2
7.1 LXV423.99.10000 db T-LINE sc/IMMERS 4000NTU
WIPER PVC ; 1602976
7.2 LXV423.99.00100 db TS-LINE sc/IMMERSION 50g/I
WIPER SS ; 1469732DUP
7.3 LXV423.99.00100 db TS-LINE sc/IMMERSION 50g/I
WIPER SS ; 1866757DUP
8 PMP-LDO-1V 14-DEC-21 13-DEC-22 PMP-LDO-1V(FRV 7,168.00
1):14-DEC-2021:13-DEC-2022
PMP-LDO-1 V(FRV 1)
For original LDO probe only.
Specific offerings available for
LD02 probe.
8.1 5790000 oo DO PROBE, HACH ;
1201411127
8.2 5790000 oo DO PROBE, HACH ;
0807410465
8.3 5790000 oo DO PROBE, HACH ;
0802410148
8.4 5790000 oo DO PROBE, HACH ;
0809410644
8.5 5790000 oo DO PROBE, HACH ;
0808410671
8.6 5790000 oo DO PROBE, HACH ;
1010410207
8.7 5790000 oo DO PROBE, HACH ;
1111410636
Page : 4of 9
HACH SERVICE PARTNERSHIP Partnership Number: HACH361497-VI
Tit M QUOTATION LLAGE CREEK
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
8.8 5790000 oo DO PROBE, HACH ;
1007410715
8.9 5790000 oo DO PROBE, HACH ;
1005410590
8.10 5790000 oo DO PROBE, HACH ;
1003411030
8.11 5790000 oo DO PROBE, HACH ;
1205413884
8.12 5790000 oo DO PROBE, HACH ;
1203410411
8.13 5790000 oo DO PROBE, HACH ;
1203410425
8.14 5790000 oo DO PROBE, HACH ;
0701410291
8.15 5790000 oo DO PROBE, HACH ;
1107410283
8.16 5790000 oo DO PROBE, HACH ;
1107410286
9 FSPAN-ISE 14-DEC-21 13-DEC-22 Fld Svc ANISE Sensor 2 3,387.00
Visit:1 4-DEC-2021:13-DEC-2022
Field Service includes all parts,
labor, and travel for on-site repairs,
2 on-site calibrations per year,
factory recommended maintenance
(including required parts), unlimited
technical support calls, and free
firmware updates.
9.1 LXV440.99.00002 as AN-ISE sc, HACH SENSOR
w/RFID ; 1503002
10 FSPAMTAXSC 14-DEC-21 13-DEC-22 as Fld Svc-2V Amtax SC 2,559.00
V.2006:14-DEC-2021:13-DEC-202
2
Field Service includes:All parts,
labor, and travel for on-site repairs,
2 on-site calibrations per year,
factory recommended maintenance
(including required parts), unlimited
technical support calls, and free
firmware updates. Separate FSP
coverage for the Filtrax or Filter
Probe must also be purchased.
Page : 5 of 9
HACH SERVICE PARTNERSHIP Partnership Number: HACH361497-VI
Tit 'T QUOTATION LLAGE CREEK
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
10.1 LXV421.99.14002 AMTAX sc AMMONIA ANLZR
115-230V,2 CH ; 1639354
11 FSPFILTRAX 14-DEC-21 13-DEC-22 Fld Svc-4V 3,329.00
Filtrax:14-DEC-2021:13-DEC-2022
11.1 LXV294.54.00000 db FILTRAX CONTROL MODULE,
115VAC ; 1651816
12 BSPPLUSHQD440 14-DEC-21 13-DEC-22 Bench Plus-HQD440:14-DEC-2021: 495.00
13-DEC-2022
The Bench Service Plus includes:
Factory repairs only, one Start-up
or one PM/Calibration on site per
year, unlimited technical support
calls and free software upgrades
on your instrument. Travel is
included for one on-site visit.
Additional visits may be billable.
12.1 HQ440D HQ440d BENCHTOP METER,
MULTI ; 160300024248
13 BSPPLUSDR3900 14-DEC-21 13-DEC-22 Bench Plus-DR3900:14-DEC-2021: 916.00
13-DEC-2022
The Bench Service Plus includes:
Factory repairs only, one Start-up
or one PM/Calibration on site per
year, unlimited technical support
calls and free software upgrades
on your instrument. Travel is
included for one on-site visit.
Additional visits may be billable.
13.1 LPV440.99.00012 db as DR3900
SPECTROPHOTOMETER WITH
RFID ; 1661691
14 FSPSC200 14-DEC-21 13-DEC-22 Fld Svc-1V SC200 3,144.00
Controller:14-DEC-2021:13-DEC-2
022
14.1 LXV404.99.05552 sc200 CONTR, 100-240V, 2 DIG
CONN, HART, HACH ;
1302CO064909
14.2 LXV404.99.05552 sc200 CONTR, 100-240V, 2 DIG
CONN, HART, HACH ;
1303CO065459
14.3 LXV404.99.05552 sc200 CONTR, 100-240V, 2 DIG
CONN, HART, HACH ;
1303CO075412
Page : 6 of 9
HACH SERVICE PARTNERSHIP Partnership Number: HACH361497-VI
Tit 'T QUOTATION LLAGE CREEK
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
14.4 LXV404.99.05552 sc200 CONTR, 100-240V, 2 DIG
CONN, HART, HACH ;
1303CO075430
14.5 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 110659001888
14.6 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1211C0050624
14.7 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1211C0060522
14.8 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 130059002262
14.9 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1312CO089927
14.10 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 161000138319
14.11 LXV404.99.00552 sc200 CONTROLLER,AC-DC, 2
DIG, HACH ; 1712CO147650
14.12 LXV404.99.00502 sc200 CONTROLLER,AC-DC,
DIG,HACH ; 1104C0008234
15 FSPLD02 14-DEC-21 13-DEC-22 Fld Svc LD02- 1 3,930.00
visit:14-DEC-2021:13-DEC-2022
Field Service Partnership provides
full coverage, including one on-site
annual preventative
maintenance/calibration service
and probe replacement upon
failure.
15.1 9020000 ASSY, PROBE, LDO MODEL 2,
HACH ; 130670000026
15.2 9020000 ASSY, PROBE, LDO MODEL 2,
HACH ; 130670000027
15.3 9020000 ASSY, PROBE, LDO MODEL 2,
HACH ; 122350000008
15.4 9020000 ASSY, PROBE, LDO MODEL 2,
HACH ; 142470000401
15.5 9020000 ASSY, PROBE, LDO MODEL 2,
HACH ; 133470000015
Page : 7 of 9
HACH SERVICE PARTNERSHIP Partnership Number: HACH361497-VI
Tit 'T QUOTATION LLAGE CREEK
CERTIFIED FIR-+ 5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
15.6 9020000 ASSY, PROBE, LDO MODEL 2,
HACH ; 132400000009
15.7 9020000 ASSY, PROBE, LDO MODEL 2,
HACH ; 132410000002
15.8 9020000 ASSY, PROBE, LDO MODEL 2,
HACH ; 130442000003
15.9 9020000 ASSY, PROBE, LDO MODEL 2,
HACH ; 001010410216
15.10 9020000 ASSY, PROBE, LDO MODEL 2,
HACH ; 001107410803
Sub Total: 42,500.47
Tax: 0.00
Total: 42,500.47
Partnership Notes
All purchases of Hach Company products and/or services are expressly and without limitation subject to Hach Company's Terms&Conditions of
Sale("Hach TCS"),incorporated herein by reference and published on Hach Company's website at www.hach.com/terms. Hach TICS are
incorporated by reference into each of Hach's offers or quotations,order acknowledgments,and invoice and shipping documents.The first of the
following acts shall constitute an acceptance of Hach's offer and not a counteroffer and shall create a contract of sale("Contract")in accordance
with the Hach TICS,subject to Hach's final credit approval:(1)Buyer's issuance of a purchase order document against Hach's offer or quotation;
(ii)Hach's acknowledgement of Buyer's order;or(iii)commencement of any performance by Hach in response to Buyer's order.Provisions
contained in Buyer's purchase documents that materially alter,add to or subtract from the provisions of these Terms and Conditions of Sale
shall be null and void and not considered part of the Contract
Customer Name CITY OF FORT WORTH
Customer P.O.Number
Customer Reference Number
TERMS&CONDITIONS OF SALE FOR HACH COMPANY PRODUCTS AND SERVICES
This document sets forth the Terms&Conditions of Sale for goods manufactured and/or supplied,and services provided,by Hach Company of Loveland,Colorado("Hach")and sold to the original purchaser thereof("Buyer").Unless otherwise
specifically stated herein,the term"Hach"includes only Hach Company and none of its affiliates.Unless otherwise specifically stated in a previously-executed written purchase agreement signed by authored representatives of Hach and Buyer,these
Terms&Conditions of Sale establish the rights,obligations and remedies of Hach and Buyer which apply to this offer and any resulting order or contract for the sale of Hach's goods and/or services("Products").
1. APPLICABLE TERMS&CONDITIONS:
These Terms&Conditions of Sale are contained directly and/or by reference in Hach's offer,order acknowledgment,and invoice documents.The first of the following acts constitutes an acceptance of Hach's offer and not a counteroffer and creates a
contract of sale("Contract")in accordance with these Terms&Conditions:(i)Buyer's issuance of a purchase order document against Hach's offer;(ii)acknowledgement of Buyer's order by Hach;or(iii)commencement of any performance by Hach
pursuant to Buyer's order.Provisions contained in Buyer's purchase documents(including electronic commerce interfaces)that materially alter,add to or subtract from the provisions of these Terms&Conditions of Sale are not a part of the Contract.
2. CANCELLATION:
Buyer may cancel goods orders subject to fair charges for Hach's expenses including handling,inspection,restocking,freight and invoicing
charges as applicable,provided that Buyer returns such goods to Hach at Buyer's expense within 30 days of delivery and in the same condition as received.Buyer may cancel service orders on ninety(90)day's prior written notice and refunds will be
prorated based on the duration of the service plan.Inspections and reinstatement fees may apply upon cancellation or expiration of service programs.Seller may cancel all or part of any order prior to deliverywithout liability if the order includes any
Products that Seller determines may not complywith export,safety,local certification,or other applicable compliance requirements.
3. DELIVERY:
Delivery will be accomplished FICA Hach's facility located in Ames,Iowa or Loveland,Colorado,United States(Incoterms 2010).For orders having a final destination within the U.S.,legal title and risk of loss or damage pass to
Buyer upon transfer to the first carrier.For orders having a final destination outside the U.S.,legal title and risk of loss or damage pass to Buyer when the Products enter intemational waters or airspace or cross an international
frontier.Hach will use commercially reasonable efforts to deliver the Products ordered herein within the time specified on the face of this Contract or,if no time is specified,within Hach's normal lead-time necessary for Hach to
Page : 8 of 9
HACH SERVICE PARTNERSHIP Partnership Number: HACH361497-VI
TZ QUOTATION LLAGE CREEK
CE-FIEG FRGGRA1,I5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
deliver the Products sold hereunder.Upon prior agreement with Buyer and for an additional charge,Hach will deliverthe Products on an expedited basis.Standard service delivery hours are 8 am—5 pm Monday through Friday,
excluding holidays.
4. INSPECTION:
Buyer will promptly inspect and accept any Products delivered pursuant to this Contract after receipt of such Products.In the event the Products do not conform to any applicable specifications,Buyer will promptly notify Hach of such nonconformance
in writing.Hach will have a reasonable opportunity to repair or replace the nonconforming product at its option.Buyerwill be deemed to have accepted any Products delivered hereunder and to have waived any such nonconformance in the event such
a written notification is not received by Hach within thirty(30)days of delivery.
5. PRICES&ORDER SIZES:
All prices are in U.S.dollars and are based on delivery as stated above.Prices do not include any charges for services such as insurance;brokerage fees;sales,use,inventory or excise taxes;import or export duties;special financing fees;VAT,
income or royalty taxes imposed outside the U.S.;consular fees;special permits or licenses;or other charges imposed upon the production,sale,distribution,or delivery of Products.Buyer will either pay any and all such charges or provide Hach with
acceptable exemption certificates,which obligation survives performance under this Contract.Hach reserves the right to establish minimum order sizes and will advise Buyer accordingly.
6. PAYMENTS:
All payments must be made in U.S.dollars.For Internet orders,the purchase price is due at the time and manner set forth at www.hach.com.Invoices for all other orders are due and payable NET 30 DAYS from date of the
invoice without regard to delays for inspection or transportation,with payments to be made by check to Hach at the above address or by wire transfer to the account stated on the front of Hach's invoice,or for customers with no established credit,Hach
may require cash or credit card payment in advance of delivery.In the event payments are not made or not made in a timely manner,Hach may,in addition to all other remedies provided at law,either:(a)declare Buyers performance in breach and
terminate this Contract for default;(b)withhold future shipments until delinquent payments are made;(c)deliver future shipments on a cash-with-order or cash-in-advance basis even after the delinquency is cured;(d)charge interest on the delinquency
at a rate of 1-1/2%per month or the maximum rate permitted by law,iflower,for each month or part thereof of delinquency in payment plus applicable storage charges and/or inventory carrying charges;(e)repossess the Products for which payment
has not been made;(f)recover all costs of collection including reasonable attorney's fees;or(g)combine any of the above rights and remedies as is practicable and permitted by law.Buyer is prohibited from setting off any and all monies owed under
this from any other sums,whether liquidated or not,that are or may be due Buyer,which arise out of a different transaction with Hach or any of its affiliates.Should Buyer's financial responsibility become unsatisfactory to Hach in its reasonable
discretion,Hach may require cash payment or other security.If Buyer fails to meet these requirements,Hach may treat such failure as reasonable grounds for repudiation of this Contract,in which case reasonable cancellation charges shall be due
Hach.Buyer grants Hach a security interest in the Products to secure payment in full,which payment releases the security interest but only if such payments could not be considered an avoidable transfer under the U.S.Bankruptcy Code or other
applicable laws.Buyer's insolvency,bankruptcy,assignment for the benefit of creditors,or issolution or termination of the existence of Buyer,constitutes a default under this Contract and affords Hach all the remedies of a secured party under the
U.C.C.,as well as the remedies stated above for late payment or non-payment.
7. LIMITED WARRANTY:
Hach warrants that Products sold hereunder will be free from defects in material and workmanship and will,when used in accordance with the manufacturer's operating and maintenance instructions,conform to any express written warranty pertaining
to the specific goods purchased,which for most Hach instruments is for a period of twelve(12)months from delivery.Hach warrants that services furnished hereunder will be free from defects in workmanship for a period of ninety(90)days from the
completion of the services.Parts provided by Hach in the performance of services may be new or refurbished parts functioning equivalent to new parts.Any non-functioning parts that are repaired by Hach shall become the property of Hach.No
warranties are extended to consumable items such as,without limitation,reagents,batteries,mercury cells,and light bulbs.All other guarantees,warranties,conditions and representations,either express or implied,whether arising under any
statute,law,commercial usage or otherwise,including implied warranties of merchantability and fitness for a particular purpose,are hereby excluded.The sole remedy for Products not meeting this Limited Warranty is replacement,credit
or refund of the purchase price.This remedy will not be deemed to have failed of its essential purpose so long as Hach is willing to provide such replacement,credit or refund.
8. INDEMNIFICATION:
Indemnification applies to a party and to such party's successors-in-interest,assignees,affiliates,directors,officers,and employees("Indemnified Parties').Hach is responsible for and will defend,indemnify and hold harmless the Buyer Indemnified
Parties against all losses,claims,expenses or damages which may result from accident,injury,damage,or death due to Hach's breach of the Limited Warranty.This indemnification is provided on the condition that the Buyer is likewise responsible for
and will defend,indemnify and hold harmless the Hach Indemnified Parties against all losses,claims,expenses or damages which may result from accident,injury,damage,or death due to the negligence or misuse or misapplication of any goods or
services by the Buyer or any third party affiliated or in privity with Buyer.
9. PATENT PROTECTION:
Subject to all limitations of liability provided herein,Hach will,with respect to any Products of Hach's design or manufacture,indemnify Buyer from any and all damages and costs as finally determined by a court of competentjurisdiction in any suit for
infringement of any U.S.patent(or European patent for Products that Hach sells to Buyer for end use in a member state of the E.U.)that has issued as of the delivery date,solely by reason of the sale or normal use of any Products sold to Buyer
hereunder and from reasonable expenses incurred by Buyer in defense of such suit R Hach does not undertake the defense thereof,provided that Buyer promptly notifies Hach of such suit and offers Hach either(i)full and exclusive control of the
defense of such suit when Products of Hach only are involved,or(ii)the right to participate in the defense of such suit when products other than those of Hach are also involved.Hach's warranty as to use patents only applies to infringement arising
solely out of the inherent operation of the Products according to their applications as envisioned by Hach's specifications.In case the Products are in such suit held to constitute infringement and the use of the Products is enjoined,Hach will,at its own
expense and at its option,either procure for Buyer the right to continue using such Products or replace them with non-infringing products,or modify them so they become non-infringing,or remove the Products and refund the purchase price(prorated
for depreciation)and the transportation costs thereof.The foregoing states the entire liability of Hach for patent infringement by the Products.Further,to the same extent as set forth in Hach's above obligation to Buyer,Buyer agrees to defend,
indemnify and hold harmless Hach for patent infringement related to(x)any goods manufactured to the Buyer's design,(y)services provided in accordance with the Buyer's instructions,or(z)Hach's Products when used in combination with any other
devices,parts or software not provided by Hach hereunder.
10. TRADEMARKS AND OTHER LABELS:
Buyer agrees not to remove or alter any indicia of manufacturing origin or patent numbers contained on or within the Products,including without limitation the serial numbers or trademarks on nameplates or cast,molded or
machined components.
11. SOFTWARE:.
All licenses to Hach's separately-provided software products are subject to the separate software license agreement(s)accompanying the software media.In the absence of such terms and for all other software,Hach grants Buyer only a personal,
non-exclusive license to access and use the software provided by Hach with Products purchased hereunder solely as necessary for Buyer to enjoy the benefit of the Products.A portion of the software may contain or consist of open source software,
which Buyer may use under the terms and conditions of the specific license under which the open source software is distributed.Buyer agrees that it will be bound by any and all such license agreements.Title to software remains with the applicable
licensor(s).
12. PROPRIETARY INFORMATION;PRIVACY:
"Proprietary Information"means any information,technical data or know-how in whatever form,whether documented,contained in machine readable or physical components,mask works or artwork,or otherwise,which Hach considers proprietary,
including but not limited to service and maintenance manuals.Buyer and its customers,employees and agents will keep confidential all such Proprietary Information obtained directly or indirectly from Hach and will not transfer or disclose it without
Hach's prior written consent,or use R for the manufacture,procurement,servicing or calibration of Products many similar products,or cause such products to be manufactured,serviced or calibrated by or procured from any other source,or reproduce
or otherwise appropriate it.All such Proprietary Information remains Hach's property.No right or license is granted to Buyer or its customers,employees or agents,expressly or by implication,with respect to the Proprietary Information many patent
right or other proprietary right of Hach,except for the limited use licenses implied by law.Hach will manage Customers information and personal data in accordance with its Privacy Policy,located at MID://www.hach.com/Drivacwolicv.
13. CHANGES AND ADDITIONAL CHARGES:
Hach reserves the right to make design changes or improvements to any products of the same general class as Products being delivered hereunder without liability or obligation to incorporate such changes or improvements to Products ordered by
Buyer unless agreed upon in writing before the Products'deliwry date.Services which must be performed as a result of any of the following conditions are subject to additional charges for labor,travel and parts:(a)equipment alterations not authorized
in writing by Hach;(b)damage resulting from improper use or handling,accident,neglect,power surge,or operation in an environment or manner in which the instrument is not designed to operate or is not in accordance with Hach's operating
manuals;(c)the use of parts or accessories not provided by Hach;(d)damage resulting from acts of war,terrorism or nature;(e)services outside standard business hours;(f)site prework not complete per proposal;or(g)any repairs required to
ensure equipment meets manufacturer's specifications upon activation of a service agreement.
14. SITE ACCESS/PREPARATION/WORKER SAFETY/ENVIRONMENTAL COMPLIANCE:
Page : 9 of 9
HACH SERVICE PARTNERSHIP Partnership Number: HACH361497-VI
TZ QUOTATION LLAGE CREEK
C-IFIED F-R-5 Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
In connection with services provided by Hach,Buyer agrees to permit prompt access to equipment.Buyer assumes full responsibility to back-up or otherwise protect its data against loss,damage or destruction before services are performed.Buyer is
the operator and in full control of its premises,including those areas where Hach employees or contractors are performing service,repair and maintenance activities.Buyer will ensure that all necessary measures are taken for safety and security of
working conditions,sites and installations during the performance of services.Buyer is the generator of any resulting wastes,including without limitation hazardous wastes.Buyer is solely responsible to arrange for the disposal of any wastes at its own
expense.Buyer will,at its own expense,provide Hach employees and contractors working on Buyer's premises with all information and training required under applicable safety compliance regulations and Buyer's policies.If the instrument to be
serviced is in a Confined Space,as that term is defined under OSHA regulations,Buyer is solely responsible to make it available to be serviced in an unconfined space.Hach service technicians will not work in Confined Spaces.In the event that a
Buyer requires Hach employees or contractors to attend safety or compliance training programs provided by Buyer,Buyer will pay Hach the standard hourly rate and expense reimbursement for such training attended.The attendance at or completion
of such training does not create or expand any warranty or obligation of Hach and does not serve to alter,amend,limit or supersede any part of this Contract.
15. LIMITATIONS ON USE:
Buyer will not use any Products for any purpose other than those identified in Hach's catalogs and literature as intended uses.Unless Hach has advised the Buyer in writing,in no event will Buyer use any Products in drugs,food additives,food or
cosmetics,or medical applications for humans or animals.In no event will Buyer use in any application any Product that requires FDA 510(k)clearance unless and only to the extent the Product has such clearance.Any warranty granted by Hach is
void if any goods covered by such warranty are used for any purpose not permitted hereunder.
16. EXPORT AND IMPORT LICENSES AND COMPLIANCE WITH LAWS:
Unless otherwise specified in this Contract,Buyer is responsible for obtaining any required export or import licenses.Hach represents that all Products delivered hereunder will be produced and supplied in compliance with all applicable laws and
regulations.Buyer will comply with all laws and regulations applicable to the installation or use of all Products,including applicable import and export control laws and regulations of the U.S.,E.U.and any other country having proper jurisdiction,and will
obtain all necessary export licenses in connection with any subsequent export,re-export,transfer and use of all Products and technology delivered hereunder.Buyer will not sell,transfer,export or re-export any Hach Products or technology for use in
activities which involve the design,development,production,use or stockpiling of nuclear,chemical or biological weapons or missiles,nor use Hach Products or technology in any facility which engages in activities relating to such weapons.Buyer will
comply with all local,national,and other laws of all jurisdictions globally relating to anti-corruption,bribery,extortion,kickbacks,or similar matters which are applicable to Buyers business activities in connection with this Contract,including but not
limited to the U.S.Foreign Corrupt Practices Act of 1977,as amended(the"FCPA").Buyer agrees that no payment of money or provision of anything of value will be offered,promised,paid or transferred,directly or indirectly,by any person or entity,to
any government official,government employee,or employee of any company owned in part by a government,political party,political party official,or candidate for any government office or political party office to induce such organizations or persons to
use their authority or influence to obtain or retain an improper business advantage for Buyer or for Hach,or which otherwise constitute or have the purpose or effect of public or commercial bribery,acceptance of or acquiescence in extortion,kickbacks
or other unlawful or improper means of obtaining business or any improper advantage,with respect to any of Buyers activities related to this Contract.Hach asks Buyer to"Speak Up!"if aware of any violation of law,regulation or our Standards of
Conduct("SOC")in relation to this Contract.See MID://danaher.comintearity-and-compliance and www.danaherintearitv.com for a copy of the SOC and for access to our Helpline portal.
17. FORCE MAJEURE:
Hach is excused from performance of its obligations under this Contract to the extent caused by acts or omissions that are beyond its control of,including but not limited to Government embargoes,blockages,seizures or freeze of assets,delays or
refusals to grant an export or import license or the suspension or revocation thereof,or any other acts of any Government;fires,floods,severe weather conditions,or any other acts of God;quarantines;labor strikes or lockouts;riots;strife;
insurrections;civil disobedience or acts of criminals or terrorists;war;material shortages or delays in deliveries to Hach by third parties.In the event of the existence of any force majeure circumstances,the period of time for delivery,payment terms
and payments under any letters of credit will be extended for a period of time equal to the period of delay.If the force majeure circumstances extend for six months,Hach may,at its option,terminate this Contract without penalty and without being
deemed in default or in breach thereof.
18.NON ASSIGNMENT AND WAIVER:
Buyer will not transfer or assign this Contract or any rights or interests hereunder without Hach's prior written consent.Failure of either party to insist upon strict performance of any provision of this Contract,or to exercise any right or privilege
contained herein,or the waiver of any breach of the terms or conditions of this Contract will not be construed as thereafter waiving any such terms,conditions,rights,or privileges,and the same will continue and remain in force and effect as if no
waiver had occurred.
19. LIMITATION OF LIABILITY:
None of the Hach Indemnified Parties will be liable to Buyer under any circumstances for any special,treble,incidental or consequential damages,including without limitation,damage to or loss of property other than for the Products purchased
hereunder;damages incurred in installation,repair or replacement;lost profits,revenue or opportunity;loss of use;losses resulting from or related to downtime ofthe products or inaccurate measurements or reporting;the cost of substitute products;or
claims of Buyer's customers for such damages,howsoever caused,and whether based on warranty,contract,and/or tort(including negligence,strict liability or otherwise).The total liability ofthe Hach Indemnified Parties arising out ofthe performance
or nonperformance hereunder or Hach's obligations in connection with the design,manufacture,sale,delivery,and/or use of Products will in no circumstance exceed in the aggregate a sum equal to twice the amount actually paid to Hach for Products
delivered hereunder.
20. APPLICABLE LAW AND DISPUTE RESOLUTION:
The construction,interpretation and performance hereof and all transactions hereunder shall be governed by the laws ofthe State of Colorado,without regard to its principles or laws regarding conflicts of laws.If any provision of this Contract violates
any Federal,State or local statutes or regulations of any countries having jurisdiction of this transaction,or is illegal for any reason,said provision shall be self-deleting without affecting the validity ofthe remaining provisions.Unless otherwise
specifically agreed upon in writing between Hach and Buyer,any dispute relating to this Contract which is not resolved by the parties shall be adjudicated in order of preference by a court of competentjurisdiction(i)in the State of Colorado,U.S.A.if
Buyer has minimum contacts with Colorado and the U.S.,(ii)elsewhere in the U.S.if Buyer has minimum contacts with the U.S.but not Colorado,or(iii)in a neutral location if Buyer does not have minimum contacts with the United States.
21. ENTIRE AGREEMENT&MODIFICATION:
These Terms&Conditions of Sale constitute the entire agreement between the parties and supersede any prior agreements or representations,whether oral or written.No change to or modification of these Terms&Conditions shall be binding upon
Hach unless in a written instrument specifically referencing that it is amending these Terms&Conditions of Sale and signed by an authorized representative of Hach.Hach rejects any additional or inconsistent Terms&Conditions of Sale offered by
Buyer at any time,whether or not such terms or conditions materially alter the Terms&Conditions herein and irrespective of Hach's acceptance of Buyer's order for the described goods and services.
Page : 1 A 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH1024951-
T�t '� QUOTATION VILLAGE �T�CERTIFIED FR0� 5 CREEK W 11
Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
Partnership Number: HACH1024951- Version : 0.44 Quotation Date 15-DEC-21
VILLAGE CREEK
WTP
Expiration Date 13-JAN-22
Hach Company Service Partnership Service Partnership
Contact Ballard, Brent Allen Phone Email bballard@hach.com
Customer Ref Renewal Quote Customer Contact: KNOOP, RICHARD B
Customer Phone 8173924906 Customer Fax: 8173924956 Customer Email : RICHARD.KNOOP@FORTW
ORTHTEXAS.GOV
Bill-To Account#208256 Ship-To Account#40260254
Customer Name CITY OF FORT WORTH Customer VILLAGE CREEK WWTP Payment Terms: Net 30
Name
Address4 Address4 Billing Method: Annual-Invoices on
START Date
Addressl 200 TEXAS ST Addressl 4500 WILMA LN Currency: USD
Address2 Address2
Address3 Address3
City,State, FORT WORTH-TX-76102 City,State, ARLINGTON-TX-76012-5409
PostalCode Postalcode
Province/ US Province/ US
Country Country
Line Service Name Line Total
Covered Product Start Date End Date Description/Serial Number
1 FSPSOLITAX 14-DEC-21 13-DEC-22 Fld Svc-2V Solitax 2,338.00
Sensor:1 4-DEC-2021:13-DEC-202
2
1.1 LXV423.99.00100 db TS-LINE sc/IMMERSION 50g/I
WIPER SS ; 1966612
1.2 LXV423.99.00100 db TS-LINE sc/IMMERSION 50g/I
WIPER SS ; 2029889
2 BSPPLUSTSSSC 14-DEC-21 13-DEC-22 as BenchPlus-TSS sc, 1V(not for 2,144.00
HT
sensors):14-DEC-2021:13-DEC-20
22
BenchPlus Partnership includes
Page : 2 of 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH1024951-
T�t 'T QUOTATION VILLAGE �
CERTIFIED FR0� 5 CREEK W 1P
Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
one on-site PM/calibration per year
and full coverage for repairs at the
Hach Service Center. Also
includes any additional on-site
visits authorized by the Hach
Technical Support Team. Offering
not available for high-temp (HT)or
ATEX(EX)sensors.
2.1 LXV324.99.20002 db TSS,w sc TRICLAMP INLINE
WITH WIPER ; 1962892
2.2 LXV324.99.10002 db TSS,w sc, INSITU PROBE,
WITH WIPER ;2030081
3 FSPNITRATAX 14-DEC-21 13-DEC-22 Fld Svc-2V Nitratax 1,296.00
Sensor:1 4-DEC-2 021:13-DEC-2 02
2
3.1 LXV417.99.20002 db NITRATAX PLUS SC 2MM ;
1964843
4 FSPSC1000 14-DEC-21 13-DEC-22 Fld Svc-1V SC1000 816.00
Controller:14-DEC-2021:13-DEC-2
022
4.1 LXV400.99.10082 ee MODULE, SC1000 PROBE 6
SENS 110-230V ; 1962811DUP0
4.2 LXV400.99.10082 ee MODULE, SC1000 PROBE 6
SENS 110-230V ; 1962812DUPO
4.3 LXV400.99.1 N582 ee SC1000 PM 6 SENS 4-20mA
IN/OUT RTC PROGNOSYS REL ;
1962940DUPO
5 FSPRTC 14-DEC-21 13-DEC-22 Field Service Partnership, First 2,851.00
RTC
Chan nel:14-DEC-2021:13-DEC-20
22
Coverage and support of first RTC
channel. Includes ongoing priority
tech support, remote monitoring,
system alerts, and monthly reports.
Covers all parts, labor, and travel
for onsite repairs of the RTC
computer.
5.1 LXV515.99.0003B RTC , 15"touch screen (Beckhoff) ;
6 FSPRTC-ADD 14-DEC-21 13-DEC-22 Field Service Partnership,Addt'I 5,058.00
RTC
Chan nel:14-DEC-2021:13-DEC-20
22
Page : 3 of 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH1024951-
T�t 'T QUOTATION VILLAGE �
CERTIFIED FR0� 5 CREEK W 1P
Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
Coverage and support of each
additional RTC channel. Includes
ongoing priority tech support,
remote monitoring, system alerts,
and monthly reports. Covers all
parts, labor, and travel for onsite
repairs of the RTC computer. Must
be purchased with FSPRTC.
6.1 LXV515.99.0003B RTC , 15"touch screen (Beckhoff) ;
6.2 LXV515.99.0003B RTC , 15"touch screen (Beckhoff) ;
7 FSPAMTAX 14-DEC-21 13-DEC-22 oo as Fld Svc-2V 2,491.00
Amtax:14-DEC-2021:13-DEC-2022
7.1 LXV421.99.14002 AMTAX sc AMMONIA ANLZR
115-230V,2 CH ; 1639353
8 FSPAN-ISE 14-DEC-21 13-DEC-22 Fld Svc ANISE Sensor 2 3,387.00
Visit:1 4-DEC-2021:13-DEC-2022
Field Service includes all parts,
labor, and travel for on-site repairs,
2 on-site calibrations per year,
factory recommended maintenance
(including required parts), unlimited
technical support calls, and free
firmware updates.
8.1 LXV440.99.00002 as AN-ISE sc, HACH SENSOR
w/RFID ; 1503637
9 FSPFILTRAX 14-DEC-21 13-DEC-22 Fld Svc-4V 6,658.00
Filtrax:14-DEC-2021:13-DEC-2022
9.1 LXV294.54.00000 db FILTRAX CONTROL MODULE,
115VAC ; 1651651
9.2 LXV294.54.00000 db FILTRAX CONTROL MODULE,
115VAC ; 1651816
10 FSPLD02 14-DEC-21 13-DEC-22 Fld Svc LD02- 1 786.00
visit:14-DEC-2021:13-DEC-2022
Field Service Partnership provides
full coverage, including one on-site
annual preventative
maintenance/calibration service
and probe replacement upon
failure.
10.1 9020000 ASSY, PROBE, LDO MODEL 2,
HACH ; 130570000025
Page : 4 A 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH1024951-
T�t '� QUOTATION VILLAGE �T�CERTIFIED FR0� 5 CREEK W 11
Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
10.2 9020000 ASSY, PROBE, LDO MODEL 2,
HACH ; 201320000015
11 FSPAMTAXSC 14-DEC-21 13-DEC-22 as Fld Svc-2V Amtax SC 2,559.00
V.2006:14-DEC-2021:13-DEC-202
2
Field Service includes:All parts,
labor, and travel for on-site repairs,
2 on-site calibrations per year,
factory recommended maintenance
(including required parts), unlimited
technical support calls, and free
firmware updates. Separate FSP
coverage for the Filtrax or Filter
Probe must also be purchased.
11.1 LXV421.99.14002 AMTAX sc AMMONIA ANLZR
115-230V,2 CH ; 1639353
Sub Total: 30,384.00
Tax: 0.00
Total: 30,384.00
Partnership Notes
All purchases of Hach Company products and/or services are expressly and without limitation subject to Hach Company's Terms&Conditions of
Sale("Hach TCS"),incorporated herein by reference and published on Hach Company's website at www.hach.com/terms. Hach TICS are
incorporated by reference into each of Hach's offers or quotations,order acknowledgments,and invoice and shipping documents.The first of the
following acts shall constitute an acceptance of Hach's offer and not a counteroffer and shall create a contract of sale("Contract")in accordance
with the Hach TICS,subject to Hach's final credit approval:(1)Buyer's issuance of a purchase order document against Hach's offer or quotation;
(ii)Hach's acknowledgement of Buyer's order;or(iii)commencement of any performance by Hach in response to Buyer's order.Provisions
contained in Buyer's purchase documents that materially alter,add to or subtract from the provisions of these Terms and Conditions of Sale
shall be null and void and not considered part of the Contract
Customer Name CITY OF FORT WORTH
Customer P.O.Number
Customer Reference Number
TERMS &CONDITIONS OF SALE FOR HACH COMPANY PRODUCTS AND SERVICES
This document sets forth the Terms&Conditions of Sale for goods manufactured and/or supplied,and services provided,by Hach Company of Loveland,Colorado("Hach")and sold to the original purchaser thereof("Buyer").Unless otherwise
specifically stated herein,the term"Hach"includes only Hach Company and none of its affiliates.Unless otherwise specifically stated in a previously-executed written purchase agreement signed by authored representatives of Hach and Buyer,these
Terms&Conditions of Sale establish the rights,obligations and remedies of Hach and Buyer which apply to this offer and any resulting order or contract for the sale of Hach's goods and/or services("Products").
1. APPLICABLE TERMS&CONDITIONS:
These Terms&Conditions of Sale are contained directly and/or by reference in Hach's offer,order acknowledgment,and invoice documents.The first of the following acts constitutes an acceptance of Hach's offer and not a counteroffer and creates a
contract of sale("Contract")in accordance with these Terms&Conditions:(i)Buyer's issuance of a purchase order document against Hach's offer;(ii)acknowledgement of Buyer's order by Hach;or(iii)commencement of any performance by Hach
pursuant to Buyer's order.Provisions contained in Buyer's purchase documents(including electronic commerce interfaces)that materially alter,add to or subtract from the provisions of these Terms&Conditions of Sale are not a part of the Contract.
2. CANCELLATION:
Buyer may cancel goods orders subject to fair charges for Hach's expenses including handling,inspection,restocking,freight and invoicing
charges as applicable,provided that Buyer returns such goods to Hach at Buyer's expense within 30 days of delivery and in the same condition as received.Buyer may cancel service orders on ninety(90)day's prior written notice and refunds will be
Page : 5 of 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH1024951-
T Z QUOTATION RTI VILLAGE r Ty CEFIED FRGGRAM1I5 CREEK w 11
Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
prorated based on the duration of the service plan.Inspections and reinstatement fees may apply upon cancellation or expiration of service programs.Seller may cancel all or part of any order prior to delivery without liability R the order includes any
Products that Seller determines may not comply with export,safety,local certification,or other applicable compliance requirements.
3. DELIVERY:
Delivery will be accomplished FCA Hach's facility located in Ames,Iowa or Loveland,Colorado,United States(Incoterms 2010).For orders having a final destination within the U.S.,legal title and risk of loss or damage pass to
Buyer upon transfer to the first carrier.For orders having a final destination outside the U.S.,legal title and risk of loss or damage pass to Buyerwhen the Products enter international waters or airspace or cross an international
frontier.Hach will use commercially reasonable efforts to deliver the Products ordered herein within the time specified on the face of this Contractor,if no time is specified,within Hach's normal Iead4ime necessary for Hach to
deliver the Products sold hereunder.Upon prior agreement with Buyer and for an additional charge,Hach will deliverthe Products on an expedited basis.Standard service delivery hours are 8 am—5 pm Monday through Friday,
excluding holidays.
4. INSPECTION:
Buyer will promptly inspect and accept any Products delivered pursuant to this Contract after receipt of such Products.In the event the Products do not conform to any applicable specifications,Buyer will promptly notify Hach of such nonconformance
in writing.Hach will have a reasonable opportunity to repair or replace the nonconforming product at its option.Buyer will be deemed to have accepted any Products delivered hereunder and to have waived any such nonconformance in the event such
a written notification is not received by Hach within thirty(30)days of delivery.
5. PRICES&ORDER SIZES:
All prices are in U.S.dollars and are based on delivery as stated above.Prices do not include any charges for services such as insurance;brokerage fees;sales,use,inventory or excise taxes;import or export duties;special financing fees;VAT,
income or royalty taxes imposed outside the U.S.;consular fees;special permits or licenses;or other charges imposed upon the production,sale,distribution,or delivery of Products.Buyer will either pay any and all such charges or provide Hach with
acceptable exemption certificates,which obligation survives performance under this Contract.Hach reserves the right to establish minimum order sizes and will advise Buyer accordingly.
6. PAYMENTS:
All payments must be made in U.S.dollars.For Internet orders,the purchase price is due at the time and manner set forth at www.hach.com.Invoices for all other orders are due and payable NET 30 DAYS from date of the
invoice without regard to delays for inspection or transportation,with payments to be made by check to Hach at the above address or by wire transfer to the account stated on the front of Hach's invoice,or for customers with no established credit,Hach
may require cash or credit card payment in advance of delivery.In the event payments are not made or not made in a timely manner,Hach may,in addition to all other remedies provided at law,either:(a)declare Buyers performance in breach and
terminate this Contract for default;(b)withhold future shipments until delinquent payments are made;(c)deliver future shipments on a cash-with-order or cash-in-advance basis even after the delinquency is cured;(d)charge interest on the delinquency
at a rate of 1-1/2%per month or the maximum rate permitted by law,iflower,for each month or part thereof of delinquency in payment plus applicable storage charges and/or inventory carrying charges;(e)repossess the Products for which payment
has not been made;(f)recover all costs of collection including reasonable attorney's fees;or(g)combine any of the above rights and remedies as is practicable and permitted by law.Buyer is prohibited from setting off any and all monies owed under
this from any other sums,whether liquidated or not,that are or may be due Buyer,which arise out of a different transaction with Hach or any of its affiliates.Should Buyer's financial responsibility become unsatisfactory to Hach in its reasonable
discretion,Hach may require cash payment or other security.If Buyer fails to meet these requirements,Hach may treat such failure as reasonable grounds for repudiation of this Contract,in which case reasonable cancellation charges shall be due
Hach.Buyer grants Hach a security interest in the Products to secure payment in full,which payment releases the security interest but only if such payments could not be considered an avoidable transfer under the U.S.Bankruptcy Code or other
applicable laws.Buyer's insolvency,bankruptcy,assignment for the benefit of creditors,or issolution or termination of the existence of Buyer,constitutes a default under this Contract and affords Hach all the remedies of a secured party under the
U.C.C.,as well as the remedies stated above for late payment or non-payment.
7. LIMITED WARRANTY:
Hach warrants that Products sold hereunder will be free from defects in material and workmanship and will,when used in accordance with the manufacturer's operating and maintenance instructions,conform to any express written warranty pertaining
to the specific goods purchased,which for most Hach instruments is for a period of twelve(12)months from delivery.Hach warrants that services furnished hereunder will be free from defects in workmanship for a period of ninety(90)days from the
completion of the services.Parts provided by Hach in the performance of services may be new or refurbished parts functioning equivalent to new parts.Any non-functioning parts that are repaired by Hach shall become the property of Hach.No
warranties are extended to consumable items such as,without limitation,reagents,batteries,mercury cells,and light bulbs.All other guarantees,warranties,conditions and representations,either express or implied,whether arising under any
statute,law,commercial usage or otherwise,including implied warranties of merchantability and fitness for a particular purpose,are hereby excluded.The sole remedy for Products not meeting this Limited Warranty is replacement,credit
or refund of the purchase price.This remedy will not be deemed to have failed of its essential purpose so long as Hach is willing to provide such replacement,credit or refund.
8. INDEMNIFICATION:
Indemnification applies to a party and to such party's successors-in-interest,assignees,affiliates,directors,officers,and employees("Indemnified Parties').Hach is responsible for and will defend,indemnify and hold harmless the Buyer Indemnified
Parties against all losses,claims,expenses or damages which may result from accident,injury,damage,or death due to Hach's breach of the Lim Red Warranty.This indemnification is provided on the condition that the Buyer is likewise responsible for
and will defend,indemnify and hold harmless the Hach Indemnified Parties against all losses,claims,expenses or damages which may result from accident,injury,damage,or death due to the negligence or misuse or misapplication of any goods or
services by the Buyer or any third party affiliated or in privity with Buyer.
9. PATENT PROTECTION:
Subject to all lim itations of liability provided herein,Hach will,with respect to any Products of Hach's design or manufacture,indemnify Buyer from any and all damages and costs as finally determined by a court of competentjurisdiction in any suit for
infringement of any U.S.patent(or European patent for Products that Hach sells to Buyer for end use in a member state of the E.U.)that has issued as of the delivery date,solely by reason of the sale or normal use of any Products sold to Buyer
hereunder and from reasonable expenses incurred by Buyer in defense of such suit R Hach does not undertake the defense thereof,provided that Buyer promptly notifies Hach of such suit and offers Hach either(i)full and exclusive control of the
defense of such suit when Products of Hach only are involved,or(ii)the right to participate in the defense of such suit when products other than those of Hach are also involved.Hach's warranty as to use patents only applies to infringement arising
solely out of the inherent operation of the Products according to their applications as envisioned by Hach's specifications.In case the Products are in such suit held to constitute infringement and the use of the Products is enjoined,Hach will,at its own
expense and at its option,either procure for Buyer the right to continue using such Products or replace them with non-infringing products,or modify them so they become non-infringing,or remove the Products and refund the purchase price(prorated
for depreciation)and the transportation costs thereof.The foregoing states the entire liability of Hach for patent infringement by the Products.Further,to the same extent as set forth in Hach's above obligation to Buyer,Buyer agrees to defend,
indemnify and hold harmless Hach for patent infringement related to(x)any goods manufactured to the Buyer's design,(y)services provided in accordance with the Buyer's instructions,or(z)Hach's Products when used in combination with any other
devices,parts or software not provided by Hach hereunder.
10. TRADEMARKS AND OTHER LABELS:
Buyer agrees not to remove or alter any indicia of manufacturing origin or patent numbers contained on or within the Products,including without limitation the serial numbers or trademarks on nameplates or cast,molded or
machined components.
11. SOFTWARE:.
All licenses to Hach's separately-provided software products are subject to the separate software license agreement(s)accompanying the software media.In the absence of such terms and for all other software,Hach grants Buyer only a personal,
non-exclusive license to access and use the software provided by Hach with Products purchased hereunder solely as necessary for Buyer to enjoy the benefit of the Products.A portion of the software may contain or consist of open source software,
which Buyer may use under the terms and conditions of the specific license under which the open source software is distributed.Buyer agrees that it will be bound by any and all such license agreements.Title to software remains with the applicable
licensor(s).
12. PROPRIETARY INFORMATION;PRIVACY:
"Proprietary Information"means any information,technical data or know-how in whatever form,whether documented,contained in machine readable or physical components,mask works or artwork,or otherwise,which Hach considers proprietary,
including but not limited to service and maintenance manuals.Buyer and its customers,employees and agents will keep confidential all such Proprietary Information obtained directly or indirectly from Hach and will not transfer or disclose it without
Hach's prior written consent,or use R for the manufacture,procurement,servicing or calibration of Products many similar products,or cause such products to be manufactured,serviced or calibrated by or procured from any other source,or reproduce
or otherwise appropriate it.All such Proprietary Information remains Hach's property.No right or license is granted to Buyer or its customers,employees or agents,expressly or by implication,with respect to the Proprietary Information many patent
right or other proprietary right of Hach,except for the lim Red use licenses implied by law.Hach will manage Customers information and personal data in accordance with its Privacy Policy,located at MID://www.hach.com/Drivacwolicv.
Page : 6 of 6
HACH SERVICE PARTNERSHIP Partnership Number: HACH1024951-
TEWRIIIIIII
Z QUOTATION VILLAGE r Ty CE-FIED F-R-5 CREEK w 11
Headquarters WebSite: www.hach.com Remittance
P.O.Box 389 2207 Collections Center Dr
5600 Lindbergh Drive Chicago,IL 60693
Loveland,CO 80539-0389
Wire Transfers
Purchase Orders Bank of America
231 S.LaSalle St.
Chicago,IL 60604
Account:8765602385
Routing(ABA):026009593
13. CHANGES AND ADDITIONAL CHARGES:
Hach reserves the right to make design changes or improvements to any products of the same general class as Products being delivered hereunder without liability or obligation to incorporate such changes or improvements to Products ordered by
Buyer unless agreed upon in writing before the Products'delivery date.Services which must be performed as a result of any of the following conditions are subject to additional charges for labor,travel and parts:(a)equipment alterations not authorized
in writing by Hach;(b)damage resulting from improper use or handling,accident,neglect,power surge,or operation in an environment or manner in which the instrument is not designed to operate or is not in accordance with Hach's operating
manuals;(c)the use of parts or accessories not provided by Hach;(d)damage resulting from acts of war,terrorism or nature;(e)services outside standard business hours;(f)site prework not complete per proposal;or(g)any repairs required to
ensure equipment meets manufacturer's specifications upon activation of a service agreement.
14. SITE ACCESS/PREPARATION/WORKER SAFETY/ENVIRONMENTAL COMPLIANCE:
In connection with services provided by Hach,Buyer agrees to permit prompt access to equipment.Buyer assumes full responsibility to back-up or otherwise protect its data against loss,damage or destruction before services are performed.Buyer is
the operator and in full control of its premises,including those areas where Hach employees or contractors are performing service,repair and maintenance activities.Buyer will ensure that all necessary measures are taken for safety and security of
working conditions,sites and installations during the performance of services.Buyer is the generator of any resulting wastes,including without Iim itation hazardous wastes.Buyer is solely responsible to arrange for the disposal of any wastes at its own
expense.Buyer will,at its own expense,provide Hach employees and contractors working on Buyer's premises with all information and training required under applicable safety compliance regulations and Buyer's policies.If the instrument to be
serviced is in a Confined Space,as that term is defined under OSHA regulations,Buyer is solely responsible to make it available to be serviced in an unconfined space.Hach service technicians will not work in Confined Spaces.In the event that a
Buyer requires Hach employees or contractors to attend safety or compliance training programs provided by Buyer,Buyer will pay Hach the standard hourly rate and expense reimbursement for such training attended.The attendance at or completion
of such training does not create or expand any warranty or obligation of Hach and does not serve to alter,amend,limit or supersede any part of this Contract.
15. LIMITATIONS ON USE:
Buyer will not use any Products for any purpose other than those identified in Hach's catalogs and literature as intended uses.Unless Hach has advised the Buyer in writing,in no event will Buyer use any Products in drugs,food additives,food or
cosmetics,or medical applications for humans or animals.In no event will Buyer use in any application any Product that requires FDA 510(k)clearance unless and only to the extent the Product has such clearance.Any warranty granted by Hach is
void if any goods covered by such warranty are used for any purpose not permitted hereunder.
16. EXPORT AND IMPORT LICENSES AND COMPLIANCE WITH LAWS:
Unless otherwise specified in this Contract,Buyer is responsible for obtaining any required export or import licenses.Hach represents that all Products delivered hereunder will be produced and supplied in compliance with all applicable laws and
regulations.Buyer will comply with all laws and regulations applicable to the installation or use of all Products,including applicable import and export control laws and regulations of the U.S.,E.U.and any other country having proper jurisdiction,and will
obtain all necessary export licenses in connection with any subsequent export,re-export,transfer and use of all Products and technology delivered hereunder.Buyer will not sell,transfer,export or re-export any Hach Products or technology for use in
activities which involve the design,development,production,use or stockpiling of nuclear,chemical or biological weapons or missiles,nor use Hach Products or technology in any facility which engages in activities relating to such weapons.Buyer will
comply with all local,national,and other laws of all jurisdictions globally relating to anti-corruption,bribery,extortion,kickbacks,or similar matters which are applicable to Buyers business activities in connection with this Contract,including but not
limited to the U.S.Foreign Corrupt Practices Act of 1977,as amended(the"FCPA").Buyer agrees that no payment of money or provision of anything of value will be offered,promised,paid or transferred,directly or indirectly,by any person or entity,to
any government official,government employee,or employee of any company owned in part by a government,political party,political party official,or candidate for any government office or political party office to induce such organizations or persons to
use their authority or influence to obtain or retain an improper business advantage for Buyer or for Hach,or which otherwise constitute or have the purpose or effect of public or commercial bribery,acceptance of or acquiescence in extortion,kickbacks
or other unlawful or improper means of obtaining business or any improper advantage,with respect to any of Buyers activities related to this Contract.Hach asks Buyer to"Speak Up!"if aware of any violation of law,regulation or our Standards of
Conduct("SOC")in relation to this Contract.See htto://danaher.comintearity-and-compliance and www.danaherintearitv.com for a copy of the SOC and for access to our Helpline portal.
17. FORCE MAJEURE:
Hach is excused from performance of its obligations under this Contract to the extent caused by acts or omissions that are beyond its control of,including but not limited to Government embargoes,blockages,seizures or freeze of assets,delays or
refusals to grant an export or import license or the suspension or revocation thereof,or any other acts of any Government;fires,floods,severe weather conditions,or any other acts of God;quarantines;labor strikes or lockouts;riots;strife;
insurrections;civil disobedience or acts of criminals or terrorists;war;material shortages or delays in deliveries to Hach by third parties.In the event of the existence of any force majeure circumstances,the period of time for delivery,payment terms
and payments under any letters of credit will be extended for a period of time equal to the period of delay.If the force majeure circumstances extend for six months,Hach may,at its option,terminate this Contract without penalty and without being
deemed in default or in breach thereof.
18.NON ASSIGNMENT AND WAIVER:
Buyer will not transfer or assign this Contract or any rights or interests hereunder without Hach's prior written consent.Failure of either party to insist upon strict performance of any provision of this Contract,or to exercise any right or privilege
contained herein,or the waiver of any breach of the terms or conditions of this Contract will not be construed as thereafter waiving any such terms,conditions,rights,or privileges,and the same will continue and remain in force and effect as if no
waiver had occurred.
19. LIMITATION OF LIABILITY:
None of the Hach Indemnified Parties will be liable to Buyer under any circumstances for any special,treble,incidental or consequential damages,including without limitation,damage to or loss of property other than for the Products purchased
hereunder;damages incurred in installation,repair or replacement;lost profits,revenue or opportunity;loss of use;losses resulting from or related to downtime of the products or inaccurate measurements or reporting;the cost of substitute products;or
claims of Buyer's customers for such damages,howsoever caused,and whether based on warranty,contract,and/or tort(including negligence,strict liability or otherwise).The total liability of the Hach Indemnified Parties arising out of the performance
or nonperformance hereunder or Hach's obligations in connection with the design,manufacture,sale,delivery,and/or use of Products will in no circumstance exceed in the aggregate a sum equal to twice the amount actually paid to Hach for Products
delivered hereunder.
20. APPLICABLE LAW AND DISPUTE RESOLUTION:
The construction,interpretation and performance hereof and all transactions hereunder shall be governed by the laws of the State of Colorado,without regard to its principles or laws regarding conflicts of laws.If any provision of this Contract violates
any Federal,State or local statutes or regulations of any countries having jurisdiction of this transaction,or is illegal for any reason,said provision shall be self-deleting without affecting the validity of the remaining provisions.Unless otherwise
specifically agreed upon in writing between Hach and Buyer,any dispute relating to this Contract which is not resolved by the parties shall be adjudicated in order of preference by a court of competentjurisdiction(i)in the State of Colorado,U.S.A.if
Buyer has minimum contacts with Colorado and the U.S.,(ii)elsewhere in the U.S.if Buyer has minimum contacts with the U.S.but not Colorado,or(iii)in a neutral location R Buyer does not have minimum contacts with the United States.
21. ENTIRE AGREEMENT&MODIFICATION:
These Terms&Conditions of Sale constitute the entire agreement between the parties and supersede any prior agreements or representations,whether oral or written.No change to or modification of these Terms&Conditions shall be binding upon
Hach unless in a written instrument specifically referencing that it is amending these Terms&Conditions of Sale and signed by an authorized representative of Hach.Hach rejects any additional or inconsistent Terms&Conditions of Sale offered by
Buyer at any time,whether or not such terms or conditions materially alter the Terms&Conditions herein and irrespective of Hach's acceptance of Buyer's order for the described goods and services.
Contract Addendum to City of Fort Worth Vendor Services Agreement
(the"Project")
Parties: CITY OF FORT WORTH ("Customer") Date: December 12,2021
HACH ("Supplier")
Recitals: Customer and Supplier are entering into a contract for the purchase of Supplier's goods and/or services("Goods"
and/or"Services") related to the Project and,for convenience, are using Customer's standard contract forms("Customer's
Base Contract").This Contract Addendum(the"Addendum")is intended to provide reasonable revisions to Customer's Base
Contract to enable the parties to enter a contract for the purchase of Goods and/or Services related to the Project without
prolonged or complex negotiations over terms and conditions. Accordingly,the parties incorporate this Addendum into the
Customer's Base Contract and make it an integral part thereof, taking precedence over any contrary or related terms or
conditions that may be contained therein, in any purchase orders,or in any other writings,addenda or exhibits constituting
part of the agreement between the parties(collectively,the"Agreement").
Revisions: Notwithstanding anything to the contrary contained in the Agreement, the following provisions and rules of
construction apply:
1. Services. The Services shall be limited to those services specifically described herein. For the avoidance of doubt,
and without limitation,Supplier has no responsibility for the supervision or actions of Customer's employees or
contractors or for non-Supplier chemicals or equipment and disclaims all liability and responsibility for any loss or damage
that may be suffered as a result of such aspects or actions or any other aspects or actions not under Supplier's control.
2. Indemnification.Any and all indemnification obligations imposed upon Supplier are limited to the extent of those
damages proportionately caused by Supplier's breach of the Agreement,negligence,wrongful conduct,or violations of
law. In no case is Supplier liable for any damages caused by negligence, misuse or misapplication of goods by others. For
non-government customers,Supplier's indemnification obligations are provided on the condition that Customer defends,
indemnifies and holds harmless Supplier against any and all damages to the extent caused by misuse or misapplication of
goods,negligence,wrongful conduct,or violations of law by Customer, its affiliates,or those employed by,controlled by or
in privity with them,and Customer agrees to so defend and indemnify Supplier. Customer's workers'compensation
immunity, if any,does not preclude or limit its indemnification obligations.
3. Limitation on Liability. THE TOTAL LIABILITY OF SUPPLIER AND ITS SUBSIDIARIES, AFFILIATES, EMPLOYEES,
DIRECTORS, OFFICERS AND AGENTS ARISING OUT OF PERFORMANCE, NONPERFORMANCE, OR OBLIGATIONS IN
CONNECTION WITH THE DESIGN, MANUFACTURE, SALE, DELIVERY, AND/OR USE OF GOODS AND/OR SERVICES IN NO
CIRCUMSTANCE INCLUDES ANY LIQUIDATED, PENALTY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, NOR
EXCEED AN AMOUNTTHAT IS UNREASONABLY DISPROPORTIONATE TO THE TOTAL AMOUNT OF COMPENSATION ACTUALLY
PAID TO SUPPLIER UNDER THE AGREEMENT, EXCEPT ONLY IN THE CASE OF DAMAGES ARISING DUE TO SUPPLIER'S WILLFUL
MISCONDUCT.
4. Warranty. Supplier warrants to Customer that each of the Goods conforms to its written warranty set forth in its
user manual in effect on the date of purchase,or,if there is no express warranty therein,that each of the Goods will be free
from defects in material and workmanship and will conform to the manufacturer's quoted specifications for twelve (12)
months from delivery. Warranties do not extend to consumable items such as, without limitation, reagents, batteries,
mercury cells, and light bulbs. Supplier warrants that it will perform all Services in accordance with its standard practices
and that the Services will be free from defects in workmanship for a period of ninety (90) days from their date of
performance. If Supplier breaches this warranty and the Customer notifies Supplier of such breach within 30 days of the end
of the applicable warranty period, Supplier will, at its option, either replace or repair the nonconforming Goods, or re-
perform any nonconforming Services, or refund the amounts paid by Customer to Supplier for the nonconforming Goods
and/or Services. THIS IS THE EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY. SUPPLIER EXPRESSLY DISCLAIMS ANY
REMEDIES OF "COVER" AND ANY WARRANTIES IMPLIED BY LAW, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE.
Contract Addendum Rev.2020-03-25 Page 1
Confidential -Company Proprietary
5. Intellectual Property; Information Technology; Privacy. Supplier retains all rights in and to any intellectual property
and confidential information created or procured by it or its representatives at anytime,and Customer receives licenses
to use such intellectual property and information only to the extent provided by implied license under applicable law.
No Customer information technology requirements apply, except the extent such requirements specifically apply to
equipment being sold to Customer.To help ensure mutual compliance with applicable privacy laws, Customer will not
provide to or share with Company any personal data or personally identifiable information.
6. Performance Guarantees. All product warranties and guarantees shall only be enforceable if(a)all equipment is
properly installed, inspected regularly and is in good working order,(b)all operations are consistent with Supplier
recommendations, (c)operating conditions at the Customer site have not materially changed and remain within
anticipated specifications,and (d) no reasonably unforeseeable circumstances exist or arise.
7. Acceptance and Set-off. Except to the extent agreed upon in writing by Supplier's CFO,all Goods and Services are
deemed accepted upon delivery and early payment discounts do not apply. Any set-off rights in the Agreement
notwithstanding,Customer bears the customary burden of proof with respect to any amounts invoiced by Supplier but not
paid by the invoice due date.This revision does not adversely impact any of Customer's rights under Supplier's warranties.
8. Funds Transfers (Payments). Customer and Supplier both recognize that there is a risk of banking fraud when
individuals impersonating a business demand payment under new banking or mailing instructions. To avoid this risk,
Customer must verbally confirm any new or changed bank transfer or mailing instructions by calling Supplier and speaking
with Supplier's accounts receivable contact before mailing or transferring any monies using the new instructions. Both
parties agree that they will not institute mailing or bank transfer instruction changes and require immediate payment under
the new instructions but will instead provide a ten (10) day grace period to verify any payment instruction changes before
any new or outstanding payments are due using the new instructions.
9. Miscellaneous. Except to the extent signed by a duly authorized representative of an affiliate of Supplier, the
Agreement does not bind any affiliates of Supplier. Supplier is not subject to any audit rights in favor of the Customer,
except for audit rights (under reasonable conditions) directly related to Supplier's compliance with laws and regulations
(e.g.,safety)which are directly applicable to Supplier's Goods and/or Services purchased under this Agreement. Supplier is
not obligated to purchase or carry Professional Liability or E&O Insurance coverage, provide copies of Supplier's policies,or
provide waivers of subrogation. Supplier may include Customer and their Affiliates as an Additional Insured party. Nothing
in the Customer's Base Contract supersedes or nullifies this Addendum. Supplier's obligations under the Agreement will
only be modified by written agreement of Supplier through the same duly authorized representative who signed this
Addendum,or such person's duly authorized successor. Except as provided herein, neither party agrees to any contractual
clause or provision,that waives such party's ordinary and standard rights, including, but not limited to, the right to retain
party's own counsel and each party's right to determine facts and circumstances in the event of a dispute.
IN WITNESS WHEREOF,the Parties have caused this Addendum to be executed by their duly authorized representatives,
intending thereby to be legally bound.
CITY OF FORT WORTH: y ® HACH:
By: By:
Name:Shata ya Bergland Name: Kathleen Dyekman
Title: Contract Compliance Specialist Title: Service Contracts Mgr, NA
Date: 1/20/2022 Date: January 12, 2022
Contract Addendum Rev.2020-03-25 Page 2
Confidential -Company Proprietary
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 12/14/21 M&C FILE NUMBER: M&C 21-0991
LOG NAME: 60HACH COMPANY OEM INSTRUMENT SERVICES
SUBJECT
(ALL)Authorize a Sole Source Procured Agreement with Hach Company for Servicing Original Equipment Manufacturer Instruments for the
Water Department in an Annual Amount Up to$142,617.33 and Authorize Four One-Year Renewal Options
RECOMMENDATION:
It is recommended that the City Council authorize a sole source procured agreement with Hach Company for servicing Original Equipment
Manufacturer instruments for the Water Department in an annual amount up to$142,617.33 and authorize four one-year renewal options.
DISCUSSION:
The Water Department(Water)will use this contract to repair, start-up and maintain Hach Company(Hach) instruments owned by the City.Water
owns a large number of Hach instruments of various model numbers and functions. All of the instruments are generally used to measure water
quality either in the field, in the plant, or in a lab setting. Many of these instruments are used to verify compliance with our water quality permits. The
services for these instruments include regulatory Texas Commission on Environmental Quality(TCEQ) required calibrations and various repairs,
as needed.
No guarantee was made that a specific amount of goods and services would be purchased. However, Water anticipates spending approximately
$142,617.33 during the first year.
Hach is the sole source manufacturer of the Hach instruments that are currently owned and used at the water and wastewater treatment plants.
Hach is the documented sole source dealer for the Texas region and the only company that can service and repair these instruments in this region
without voiding the warranties.
Renewal Terms: The agreement may be renewed for four(4)one-year renewal options. The renewals do not require specific City Council approval
as long as sufficient funds have been appropriated.
Business Equity: A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the
M/WBE Office, in accordance with the BIDE Ordinance. The M/WBE Waiver is based on the sole source information provided to the M/WBE Office
by the Purchasing Division Buyer.
Administrative Change Order: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant
law and the Fort Worth City Code and does note require specific City Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Water&Sewer Fund to
support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred,the Water
Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office by: Dana Burghdoff 8018
Originating Business Unit Head: Chris Harder 5020
Additional Information Contact: Shatabya Bergland 4940
Expedited