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Contract 63186
CSC No. 63186 FORT WORTH CITY OF FORT WORTH SOLE SOURCE PURCHASE AGREEMENT This Sole Source Purchase Agreement ("Agreement") is entered into by and between Hatch Ltd. ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home rule municipal corporation, individually referred to as "party" and collectively as "parties". The Sole Source Purchase Agreement includes the following documents (the "Contract Documents"): 1. This Sole Source Purchase Agreement; 2. Exhibit A: Software License Agreement; 3. Exhibit B: Terms and Conditions; 4. Exhibit C: Seller's Quote; 5. Exhibit D: Conflict of Interest Questionnaire; 6. Exhibit E: Seller Contact Information; 7. Exhibit F: Verification of Signature Authority; and 8. Exhibit G: Seller's Sole Source Justification Letter. Exhibits A, B, C, D, E, F, and G, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Each of the Contract Documents is an essential part of the agreement between the parties. The Contract Documents are intended to be complementary and to be read harmoniously with this Agreement as a complete agreement. If there is any conflict, ambiguity or inconsistency between the provisions of the Contract Documents, the order of precedence from highest to lowest shall the order of precedence in which they are listed above. The Amount of this contract shall not exceed seven thousand, two hundred forty-five dollars ($7,245.00). The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective party. Seller and Buyer have caused this Agreement to be executed by their duly -authorized representatives to be effective as of the date signed by the Buyer's Assistant City Manager. 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. [Signature Page Follows] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. FORT WORTH: City of Fort Worth By: v Name: Jesica McEachern Title: Assistant City Manager Date: Apr 29, 2025 Approval Recommended: Christopher harder Byfhristopher Harder (Apr 17, 2025 08:35 CDT) Name: Christopher Harder, P. E. Title: Director, Water Department Attest: n�Il G 01 FORT*4� Od �o OOo �=A By. V A � Gddn nEX 644ga Name: Jannette Goodall Title: City Secretary VENDOR: Hatch Ltd. By: R.j ' 0.1(Ap , 2025 10:14 EDT) Name: Rajeev Goel Title: Director, Water Digital Solutions Date: Apr 15, 2025 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: I /�-v % v Name: Jason Lyssy Title: IT Manager, Water Department Approved as to Form and Legality: By: % Name: Hye Won Kim Title: Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A SOFTWARE LICENSE AGREEMENT SOFTWARE LICENSE AGREEMENT READ CAREFULLY: HATCH LICENSES THE SOFTWARE INFORMATION ONLY ON THE CONDITION THAT LICENSEE CONTAINED OR REFERENCED IN THIS AGREEMENT. A. IF LICENSEE IS A COMPANY OR OTHER LEGAL ENTITY: AND OTHER PROPRIETARY ACCEPTS ALL OF THE TERMS BY DOWNLOADING, INSTALLING, ACCESSING OR OTHERWISE COPYING OR USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ACCEPT THIS AGREEMENT ON BEHALF OF LICENSEE, ACKNOWLEDGE THAT LICENSEE IS LEGALLY BOUND BY THIS AGREEMENT, AND REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND LICENSEE. YOU MAY NOT ACCEPT THIS AGREEMENT ON BEHALF OF LICENSEE UNLESS YOU ARE AN EMPLOYEE OR OTHER AGENT OF LICENSEE WITH THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF LICENSEE. B. IF LICENSEE IS AN INDIVIDUAL PERSON: BY DOWNLOADING, INSTALLING, ACCESSING OR OTHERWISE COPYING OR USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ACCEPT THIS AGREEMENT AND ACKNOWLEDGE THAT YOU ARE LEGALLY BOUND BY THIS AGREEMENT. C. IF LICENSEE IS UNWILLING TO ACCEPT THIS AGREEMENT, OR IF YOU DO NOT HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND LICENSEE, DO NOT DOWNLOAD, INSTALL, ACCESS, OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THE SOFTWARE. D. "HATCH," "AGREEMENT," "LICENSEE," "SOFTWARE" AND "PROPRIETARY INFORMATION," AND OTHER CAPITALIZED TERMS USED IN THIS AGREEMENT, ARE DEFINED TERMS. THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") is made as of the date (the "Effective Date") these terms are accepted in terms of a confirmation of licensing transaction (the "Licensing Details"), between Hatch Ltd. (hereinafter called "Hatch") and the party identified in the Licensing Details as the licensee (hereinafter called "Licensee"). Hatch and Licensee are collectively the "Parties" and each, a "Party." WHEREAS Hatch is the owner of the confidential software programs, modules, solutions, systems, and/or technologies that are identified in the Licensing Details, which, together with the associated software design, algorithms, equations, source codes and executable computer programs, comprise Hatch's proprietary "Software"; AND WHEREAS Hatch agrees to grant Licensee a license to install, access and use the Software in relation to water and wastewater process modelling (the "Intended Use"), subject to the terms and conditions set out herein; NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual premises, covenants and agreements herein contained, the Parties agree as follows: LICENSE AND LICENSE FEE 1.1 Licensing Details. Following receipt of an order from the Licensee, Hatch shall prepare the Licensing Details, based on the Licensee's order of the Software and other information provided by the Licensee, and send the Licensing Details to the Licensee using the email address provided by the Licensee. The Licensing Details are an integral part of this Agreement. The License Details shall include the receipt of any payment of License Fees and details of the software and license type purchased. Confirmation or receipt of payment shall be displayed at the time of purchase and/or in the Licensing Details. 1.2 Grant of License. Hatch hereby grants to the Licensee a non-exclusive, non -transferable, non- sublicensable, limited license to install, access and use the Software, and to use any other Proprietary Information (as that term is defined below) provided by Hatch to the Licensee during the term of this Agreement (the "License"), subject to the following: (i) Notwithstanding the Effective Date, the License itself shall come into force and effect upon Hatch's receipt of the fee in full as stated in the Licensing Details ("License Fee"). (ii) The Licensee's compliance at all times with the terms and conditions set out in this Agreement. (iii) The License is limited to the Intended Use, and is subject to the other limitations and restrictions as set out in this agreement. No installation or use of the Software by the Licensee for a purpose or use other than the Intended Use, or outside the limitations and restrictions as set out in this agreement, is permitted without the prior written consent of Hatch. (iv) The Software is the executable (run-time) version of the applicable computer program, together with related documentation and the media on which the Software is contained. In no circumstances shall the Licensee have any access to the source code of the Software, other than to the extent required for the Software to interface with other software and systems being used by the Licensee. 1.3 License Fee. The License Fee for the Software is due and payable in full in accordance with the payment requirements set out below. The License Fee is in US dollars, unless stated otherwise in the Licensing Details. Payment of the License Fee shall be made by the Licensee as follows: For Annual License (as that term is defined below) The License Fee for the first year shall be due and payable on the Effective Date. Unless this Agreement has been terminated or is being allowed to expire in accordance with Section 5 of this Agreement, the License Fee (as it may be adjusted from time to time, in accordance with this Agreement) shall be due and payable on each anniversary of the Effective Date. Hatch shall issue a receipt of Licensee on the Effective Date for the initial payment of the License Fee. Thereafter, Hatch shall issue renewal invoices to Licensee on an annual basis, prior to each anniversary of the Effective Date. Acceptable payment methods shall be set out in the invoices. 1.4 Fee Increases. For Annual License's, Hatch shall be entitled to increase the License Fee upon any renewal of this Agreement and the License in accordance with Section 5.3 of this Agreement; provided, however, that Hatch must provide written notice of the proposed increase in the License Fee to the Licensee at least sixty (60) calendar days before the next anniversary of the Effective Date, thereby giving the Licensee a period of thirty (30) calendar days to decide whether to (i) allow this Agreement to renew automatically for an additional one-year period or (ii) notify Hatch in writing that it does not wish for this Agreement to renew, meaning that this Agreement will expire one (1) calendar day before the next anniversary of the Effective Date. 2. USE OF SOFTWARE, LICENSE LIMITATIONS AND PROTECTION OF PROPRIETARY INFORMATION 2.1. Title. Hatch retains title to and ownership of, and all other rights with respect to, the Software and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights. Licensee has only the limited licenses granted with respect to the Software expressly set forth in this Agreement, and Licensee has no other rights, implied or otherwise. Licensee acknowledges and agrees that the Software is licensed, not sold, and that rights to install, access and use the Software are acquired only under the License. The structure and organization of the programs, modules, solutions, and systems comprising or included in the Software, and any source code or similar materials relating to the Software, and any other information or materials identified by Hatch as confidential or proprietary, are valuable trade secrets of, and confidential and proprietary information of, Hatch and its suppliers, and may not be disclosed or otherwise provided by Licensee to third parties. 2.2. Copies. Licensee may make only such copies of the Software as are reasonably required for Licensee to (a) use the Software in connection with the Intended Use and (b) ensure the security of the Software. Licensee will not remove or conceal Hatch copyright or other proprietary notices existing on the Software when delivered to Licensee; provided, however, that Hatch reserves the right to demand the removal of any copyright, trademark or other proprietary notice from any Software that has been modified, enhanced, or converted by Licensee without the consent of Hatch. 2.3. Proprietary Information. Except as provided herein, Licensee will keep in confidence and protect the Software and all related documentation, media, manuals, and other technical information respecting the Software (together referred to as the "Proprietary Information") from disclosure to third parties and restrict the use of the Software as provided in this Agreement. For clarity, neither the Software nor any other Proprietary Information will be disclosed by the Licensee to any third parties without the express prior written permission of Hatch. 2.4. Disclosure. Licensee may disclose the Proprietary Information and any information derived from the Proprietary Information to its employees that need to know the Proprietary Information in connection with the installation and use of the Software for the Intended Use. Licensee acknowledges that disclosure of Proprietary Information in contravention of this License may cause substantial economic loss to Hatch and is subject to immediate revocation of the License by Hatch. Licensee may not copy any printed materials in the possession, custody or control of Licensee containing Proprietary Information, in whole or in part, except when essential for correcting, generating, or modifying Proprietary Information for Licensee's authorized use. Each copy, including its storage media, will be marked by Licensee with all notes, trademarks, service marks or copyright matters that appear on the original. 2.5. Prohibitions. Licensee may not: (a) modify the Software or merge any part of it with another software program; (b) attempt to determine the source code for the Software; (c) modify, reprogram, translate, disassemble, decompile or otherwise reverse engineer the Software (except to the extent applicable laws specifically prohibit such restriction); or (d) except as expressly provided herein, use, disclose, sublicense, lease, rent or transfer the Software (in whole or in part) to any third party, or provide the benefit of its use to any third party via a service bureau or time sharing or in any other manner. 2.6. Modifications. Any modifications made to, or translations of, the Software (whether permitted by law or made in contravention of this Section 2) shall be the exclusive property of Hatch. 2.7. Duty to Inform. Licensee will inform its employees and any other parties provided with the Software of Licensee's obligations under this Section 2 and shall be liable for any failure by any such person to comply with such obligations. 2.8. Notification. Licensee will immediately notify Hatch if Licensee becomes aware of any unauthorized use of the whole or any part of the Proprietary Information by any person caused by the breach of Licensee's obligations under this Agreement. 2.9. Injunction. Each of Licensee and Hatch acknowledge and agree that, in the event of a breach or threatened breach of the provisions of this Section 2 by Licensee, Hatch's remedies at law may be inadequate and accordingly Hatch shall be entitled to seek an injunction to enforce such provisions (without any bond or other security being required), but nothing herein shall be construed to preclude Hatch from pursuing any remedy at law or in equity for any breach or threatened breach. 2.10. Confidentiality. Confidential Information is non-public information that is designated "confidential" or that a reasonable person should understand is confidential. Any confidential information provided by Hatch to the Licensee in connection with this Agreement is provided solely for the Licensee's use and for the specific purpose for which the license was granted. Neither Party will disclose Confidential Information to third parties. The Parties further acknowledge and agree that the terms and conditions of any extant confidentiality agreement signed between the Parties shall apply to and shall govern all confidentiality matters related to this Agreement, the Software, and any Proprietary Information that may be disclosed under this Agreement. In the event of any conflict or inconsistency between said confidentiality agreement and this Agreement, the document containing the more stringent provision shall take precedence for the limited purpose of resolving such conflict or inconsistency. 3. LIMITED WARRANTY AND DISCLAIMERS 3.1. Limited Warranty. Hatch warrants that, as of the date on which the Software is delivered to Licensee and for ninety (90) days thereafter (or if the term of this License is shorter, such shorter period) ("Warranty Period"), the Software is provided as is and will provide the general features and functions described in the documentation forming part of the Proprietary Information, but Hatch does not warrant that the Software shall be completely error or "bug" free. Hatch's entire liability and Licensee's exclusive remedy during the Warranty Period ("Limited Warranty") will be, with the exception of any statutory warranty or remedy that cannot be excluded or limited under law, at Hatch's option, (i) for Hatch to attempt to correct or work around errors, if any, or (ii) to refund the License Fee, if any, paid by Licensee, and terminate this Agreement and the License. THE LIMITED WARRANTY SET FORTH IN THIS SECTION 3.1 GIVES LICENSEE SPECIFIC LEGAL RIGHTS. 3.2. Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 3.1 ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HATCH MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON -INFRINGEMENT, OR WARRANTIES OTHERWISE IMPLIED BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT TO ANY SOFTWARE. WITHOUT LIMITING THE FOREGOING, HATCH DOES NOT WARRANT: (A) THAT THE OPERATION OR OUTPUT OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR -FREE, SECURE, ACCURATE, RELIABLE OR COMPLETE; (B) THAT ERRORS WILL BE CORRECTED BY HATCH; OR (C) THAT HATCH WILL RESOLVE ANY PARTICULAR SUPPORT REQUEST OR THAT SUCH RESOLUTION WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS. 4. LIMITATIONS OF LIABILITY 4.1. Limitation on Type and Amount of Liability. IN NO EVENT WILL HATCH HAVE ANY LIABILITY (DIRECTLY OR INDIRECTLY) HEREUNDER TO THE LICENSEE OR ANY OTHER PERSON FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; CONSEQUENTIAL LOSS SHALL INCLUDE, BUT NOT BE LIMITED TO LOSS OF PROFITS, USE, REVENUE OR DATA; OR BUSINESS INTERRUPTION; OR OPPORTUNITY AND PRODUCTION, ECONOMIC LOSS, LOSS OF GOOD WILL OR REPUTATION OR DELAY. IN ADDITION, THE AGGREGATE LIABILITY OF HATCH HEREUNDER ARISING OUT OF OR RELATING TO THE SOFTWARE OR ANY OTHER PROPRIETARY INFORMATION WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY LICENSEE FOR THE SOFTWARE. FOR ANNUAL LICENSE'S, HATCH'S MAXIMUM LIABILITY FOR ANY INCIDENT GIVING RISE TO A CLAIM WILL NOT EXCEED THE AMOUNT THE LICENSEE PAID FOR THE SOFTWARE OR ANY OTHER PROPRIETARY INFORMATION DURING THE 12 MONTHS BEFORE THE INCIDENT. 4.2. Application of and Basis for Limitations. THE LIMITATIONS OF LIABILITY IN THIS SECTION 4 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES OR OTHER LIABILITY, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF HATCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY. THE LIMITATIONS AND EXCLUSIONS ON LIABILITY EXPRESSED IN THIS AGREEMENT WILL APPLY IN THE CASE OF FAULT, NEGLIGENCE OR STRICT LIABILITY OF HATCH, AND WILL EXTEND TO THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONSULTANTS AND AFFILIATES OF HATCH. 4.3 Functionality Limitations. The Software is a commercial professional tool intended to be used by trained professionals only. Particularly in the case of commercial professional use, the Software is not a substitute for Licensee's professional judgment or independent testing. The Software is intended only to assist Licensee with its design, analysis, simulation, estimation, testing and/or other activities and is not a substitute for Licensee's own independent design, analysis, simulation, estimation, testing and/or other activities, including those with respect to product stress, safety and utility. Hatch will not be liable in any manner whatsoever for the results obtained through use of the Software. Persons using the Software are responsible for the supervision, management and control of the Software and the results of using the Software. 5. TERM AND TERMINATION 5.1. Term. Subject to Section 1.2(i) above and the termination rights set out in this Section 5, the License is granted for a period of one (1) year from the Effective Date (each, an "Annual License"), subject to Section 5.3 below. 5.2. License Type. The Licensing Details indicate whether the License being granted hereunder is an Annual License. Further, the Licensing Details indicate whether the License is a Single - User License or Site License, as these terms are defined below. "Single -User License": The Software can be installed and used on only one (1) machine. Licensee must be the owner or lessee of any machine on which the Software is installed and used. Licensee can transfer the Software from one machine to another at any time, and from time to time, during the term of the License. "Site License": The Software can be installed on any server owned or leased by Licensee. The Software can be used simultaneously by the allocated number of "single users", using a local area network in one office location only. Licensee must be the owner or lessee of any machines on which the Software is used. A Site License does not permit Licensee to use the Software in multiple office locations, using a wide area network ("WAN") or global area network ("GAN"). If Licensee wishes to use the Software in multiple locations using a WAN or GAN, Licensee must contact Hatch to obtain special pricing and enter into a separate written agreement with Hatch that provides for such use. "Authorized Users": Licensee may permit the Software to be installed, used or accessed only by Licensee's identified personnel, and any such installation, use or access will be subject to the requirements of this Agreement and the applicable License Type. 5.3. Renewal of Annual License. If the License is an Annual License, this Agreement and the License shall automatically renew on each anniversary of the Effective Date for successive additional one- year periods, unless either Party notifies the other Party in writing at least thirty (30) calendar days before the next anniversary of the Effective Date that it does not wish for this Agreement to renew for an additional one-year period, in which case this Agreement and the License shall expire one (1) calendar day before the next anniversary of the Effective Date. If the Licensee fails to give timely notice of its wish to allow this Agreement to expire, this Agreement and the License shall renew as described above. 5.4. Termination for Breach. Either Party may terminate this Agreement and the License if the other Party is in breach of this Agreement and fails to cure such breach within ten (10) days after written notice of the breach; provided, however, that if Licensee is in breach of Section 1 or Section 2 above, Hatch may terminate this Agreement and the License immediately upon written notice of the breach. 5.5. Effect of Termination of Agreement or License. Upon expiration or earlier termination of this Agreement, the License will terminate, and Licensee must immediately cease all use of the Software and uninstall all copies of the Software. 5.6 Suspension. Hatch may suspend use of or access to the Software without terminating this Agreement during the period of any breach by the Licensee. Suspension will only be to the extent reasonably necessary. 5.7 Archival Copy. Licensee's license includes the right to make a single archival copy of the software, provided that (a) the single -copy limitation will not apply to copies made as an incidental part of a routine backup of Licensee's entire computer system on which the software is installed in accordance with this Agreement, and (b) any archival copy may be access or installed (other than on a backup storage medium from which the software cannot be accessed) only when and for so long as the primary copy of the software is inaccessible and inoperable. 6. SUPPORT 6.1. Annual License. Hatch shall during the initial term and any renewal term of this Agreement provide the Licensee with Software updates as they become available and perform certain technical support and maintenance services in respect of the Software, all as described in Section 6.2 below (collectively, "Support"). Support is included in the price of an Annual License. 6.2. Support Description. HATCH will provide Support during the term of this Agreement to any Licensee that is expressly entitled to Support under this Section 6. If the Licensee is not entitled to Support under this Section 6, Hatch shall be under no obligation to provide Support, but may in its sole discretion agree to provide Support for a fee. Support shall consist of the following: Questions If the Licensee has technical questions regarding the use of the Software, the Licensee may submit those questions to HATCH SUPPORT, using one of the following methods: 1. Email, using the address provided in the Licensing Details. 2. Telephone, using the address provided in the Licensing Details. HATCH SUPPORT can answer questions on a range of topics, including but not limited to: 1. How to set up input controls and output graphs, generating simulation reports, importing data, etc. 2. Content of wastewater models 3. Techniques to work around any minor, non -critical errors (bugs) in the Software. In responding to technical questions, HATCH SUPPORT may refer the Licensee to appropriate locations in the technical reference or user manuals for more detailed explanations. As part of Support, HATCH SUPPORT shall provide answers to technical questions without charge to Licensee, up to a maximum of THREE (3) hours per calendar year for each program that is part of the Software covered by the License. Other Support In addition to answering questions as described above, HATCH SUPPORT shall, as part of Support: 1. Verify and attempt to correct any major software error found within the Software within THIRTY (30) working days after the date of notification (bugs). 2. Deliver in a timely manner the latest released version of the Software, including media and keycodes. Delivery will be made electronically via electronic mail, unless otherwise requested by the Licensee in writing. The Licensee will pay for any shipping, taxes or duties if media is sent via courier. 3. Notify the Licensee of any minor bug patches or program add-ons that become available in relation to the Software. Delivery of patches will be made by electronic mail unless otherwise requested by the Licensee in writing. The Licensee will pay for any shipping, taxes or duties if media is sent via courier. Support under this Agreement shall only be provided by telephone, electronic mail or web conferencing. HATCH SUPPORT shall only provide on -site Support to the Licensee site under a separate written agreement between Licensee and Hatch. For any Support request, HATCH SUPPORT shall make reasonable efforts to respond to the initial communication from the Licensee within TWENTY-FOUR (24) hours, during normal working days of Monday to Friday (excluding holidays) within the hours of 9:00 AM to 5:00 PM Eastern Standard Time. Hatch make no guarantee, however, in relation to response time. 7. GENERAL PROVISIONS 7.1. Notices. Notices in connection with this Agreement by either Party shall be in writing and shall be sent using the email address for the other Party set out in the Licensing Details. 7.2. Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, excluding conflict of laws principles. In addition, each Party agrees that any claim, action or dispute arising under or relating to this Agreement will be brought exclusively in (and the Parties will be subject to the exclusive jurisdiction of) the courts of the Province of Ontario. Nothing in the foregoing will prevent Hatch from bringing an action for infringement of intellectual property rights in any jurisdiction where such infringement is alleged to occur. 7.3. No Assignment. Licensee may not assign or transfer this Agreement, the License or any other rights hereunder (whether by change of control, operation of law or otherwise), or sublicense the License to any third party, without Hatch's prior written consent, which may be withheld in Hatch's sole and absolute discretion, and any unauthorized purported assignment by Licensee will be void. 7.4. Severability. If and to the extent any provision of this Agreement is held to be illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the Parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision or any other provision of this Agreement in any other jurisdiction. 7.5. No Waiver. No term or provision of this Agreement will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the Party against whom the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach. 7.6. Audits. Licensee agrees that Hatch has the right to require and perform an audit (electronic or otherwise) of Licensee's installation, access and use of the Software. As part of any such audit, Hatch or its authorized representative will have the right, on thirty (30) days' prior notice to Licensee, to inspect Licensee's records, systems and facilities, including machine IDs, serial numbers and related information, to verify Licensee's installation of, access to and use of the Software. Additionally, within thirty (30) days of the audit request, Licensee will provide to Hatch all records and information reasonably requested by Hatch in order to verify Licensee's installation, access and use of the Software. Licensee will provide reasonable cooperation to enable any such audit. If Hatch determines that Licensee's installation of, access to or use of the Software is not in conformity with this Agreement, Licensee will obtain immediately and pay for valid license(s) to bring Licensee's installation, access and use into compliance, and pay the reasonable costs of the audit incurred by Hatch. 7.7. License Replacement Policy. It is the responsibility of the Licensee to keep the License (including any keycode, file or other information that is required for the operation of the Software) safe, and follow the instructions provided by Hatch for transfer of the License, to avoid misplacing or losing the License. In case the License (or any keycode, file or other information that is required for the operation of the Software) is lost or becomes inaccessible ("Loss of License"), Sections 7.7 through 7.11 shall apply. 7.8. Loss of License. Licensee shall be responsible for providing all the information related to the Loss of License that is requested by Hatch. Based on the provided information, Hatch will determine in its sole discretion whether to issue to Licensee a replacement License for the relevant Software. 7.9. Replacement of License. The following charges shall apply for replacement of any License: 7.9.1. LICENSEES WITH CURRENT MAINTENANCE CONTRACT 7.9.1.1. Annual License - There is a charge for replacement of a lost License keycode for Licensees, equal to 10% of the License Fee for the current year, meaning the License Fee most recently paid or payable. 7.9.2. LICENSEES WITH NO MAINTENANCE CONTRACT 7.9.2.1. If any Licensee experiences Loss of License, but at the relevant time such Licensee is not entitled to receive Support, such Licensee may contact their local Hatch reseller or Hatch directly to obtain a quotation for replacement of the lost License keycode. 7.10. No Obligation. Notwithstanding anything to the contrary in this Agreement, Hatch shall have no responsibility or obligation hereunder to replace a lost License keycode or provide other assistance to Licensee in connection with any Loss of License. Therefore, Licensee assumes the full risk of Loss of License. 7.11. Notification by Licensee. In the event of any Loss of License, Licensee shall contact Hatch without undue delay to notify Hatch of such Loss of License, so that Hatch can update its records. 7.12. Export Regulations. Licensee warrants that it will comply in all respect with the export and re- export restrictions set forth in any export license for the Software and the other Proprietary Information and all other applicable export regulations or restrictions. Licensee agrees to indemnify and hold Hatch harmless from and against any losses, damages, liabilities, or expenses incurred by Hatch as a result of Licensee's failure to comply with any export regulations or restrictions. 7.13 No third -party beneficiaries. This agreement does not create any third -party beneficiary rights except as expressly provided by its terms. EXHIBIT B CITY OF FORT WORTH, TEXAS STANDARD PURCHASING TERMS AND CONDITIONS 1. DEFINITION OF BUYER The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and subcontractors who act on behalf of various City departments, bodies or agencies. 2. DEFINITION OF SELLER The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors and subcontractors, or other provider of goods and/or services who act on behalf of the entity under a contract with the City of Fort Worth. 3. TERM This Agreement shall begin on the date signed by Buyer's Assistant City Manager ("Effective Date") and shall expire one year from the date it is signed ("Expiration Date"), unless terminated earlier in accordance with this Agreement. Buyer shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal options, by following the procedure and subject to price adjustment set forth in Clause 1.4 of Software License Agreement. 4. PUBLIC INFORMATION Buyer is a government entity under the laws of the State of Texas and all documents held or maintained by Buyer are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, Buyer shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by Buyer, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The Parties agree that nothing contained within this Agreement is considered proprietary or trade secret information and this agreement may be released in the event that it is requested. 5. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall thereby forfeit his office or position. Any violation of this section with the knowledge, expressed or implied, of the person or corporation contracting with the City Council shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter). 6. ORDERS 6.1 No employees of the Buyer or its officers, agents, servants, vendors or sub -vendors who act on behalf of various Buyer departments, bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers, purchase order numbers, or release numbers issued by the Buyer. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing Division will place such orders. 6.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number, purchase order number, or release number issued by the Buyer may result in rejection of delivery, return of goods at the Seller's cost and/or non- payment. 7. SELLER TO PACKAGE GOODS (Not Applicable) Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows: (a) Seller's name and address: (b) Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 8. SHIPMENT UNDER RESERVATION PROHIBITED (Not Applicable) Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 9. TITLE AND RISK OF LOSS (Not Applicable) The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. 10. DELIVERY TERMS AND TRANSPORTATION CHARGES (Not Applicable) Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed. 11. PLACE OF DELIVERY (Not Aimlicable) The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase change order, or release order. 12. RIGHT OF INSPECTION (Not Anulicable) Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. 13. INVOICES 13.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase change order after each delivery. Invoices shall indicate the purchase order or purchase change order number. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's Department and address as set forth in the block of the purchase order, purchase change order or release order entitled "Ship to." 13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer shall furnish a tax exemption certificate upon Seller's request. 13.3 Payment. All payment terms shall be in accordance with Clause 1.3 of the Software License Agreement. 14. PRICE WARRANTY 14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants to be no higher than Seller's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the prices contained in Seller's proposals, or in the alternative upon Buyer's option, Buyer shall have the right to cancel this contract without any liability to Seller for breach or for Seller's actual expense. Such remedies are in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 14.2 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Seller for the purpose of securing business. For breach or violation of this warranty, Buyer shall have the right, in addition to any other right or rights arising pursuant to said purchase(s), to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage or contingent fee, or otherwise to recover the full amount thereof. 15. PRODUCT WARRANTY Seller's limited product warranty and disclaimers are set forth at Clause 3 of the Software License Agreement. No other warranties are provided by Seller. 16. SAFETY WARRANTY (Not Applicable) Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at Seller's expense. In the event Seller fails to make appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund all monies received for such goods within thirty (30) days after request is made by Buyer in writing and received by Seller. Notice is considered to have been received upon hand delivery, or otherwise in accordance with the Notice to Parties Clause of this Agreement. Failure to make such refund shall constitute breach and cause this contract to terminate immediately 17. SOFTWARE LICENSE TO SELLER If this purchase is for the license of software products and/or services, and unless otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, non- transferable, non-sublicensable, limited license to install, access, and use the software as set forth in Clause 1.2 of the Software License Agreement. This software is "proprietary" to Seller, and is licensed and provided to the Buyer for its sole use for purposes under this Agreement. The Buyer may not use or share this software without permission of the Seller as set forth in Clause 2.3 of the Software License Agreement; however, Buyer may make copies of the software expressly for backup purposes subject to the requirements set forth in Clauses 2.2 and 5.7 of the software License Agreement. 18. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY (Not Applicable) 48.1 The SELLER warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 18.2 SELLER shall be liable and responsible for any and all claims made against the Buyer for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the Buyer's continued use of the Deliverable(s) hereunder; 18.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim or action against Buyer for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from Buyer's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if Buyer modifies or misuses the software and/or documentation. So long as SELLER bears the cost and expense of payment for claims or actions against Buyer pursuant to this section, SELLER shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Buyer shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and Buyer agrees to cooperate with SELLER in doing so. In the event Buyer, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against Buyer for infringement arising under this Agreement, Buyer shall 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, SELLER shall fully participate and cooperate with Buyer in defense of such claim or action. Buyer agrees to give SELLER timely written notice of any such claim or action, with copies of all papers Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's assumption of payment of costs or expenses shall not eliminate SELLER's duty to indemnify Buyer under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, SELLER shall, at its own expense and as Buyer's sole remedy, either: (a) procure for Buyer the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect Buyer's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to Buyer; or (d) if none of the foregoing alternatives is reasonably available to SELLER terminate this Agreement, and refund all amounts paid to SELLER by Buyer, subsequent to which termination Buyer may seek any and all remedies available to Buyer under law; and 18.4 The representations, warranties, and covenants of the parties contained in this Agreement will survive the termination and/or expiration of this Agreement. 19. OWNERSHIP OF WORK PRODUCT (Not Applicable) Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes, methods, programs, and manuals that were developed, prepared, conceived, made or suggested by the Seller for the Buyer pursuant to a Work Order, including all such developments as are originated or conceived during the term of the Contract and that are completed or reduced to writing thereafter ("Work Product") and Seller acknowledges that such Work Product may be considered "work(s) made for hire" and will be and remain the exclusive property of the Buyer. To the extent that the Work Product, under applicable law, may not be considered work(s) made for hire, Seller hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns exclusively to Buyer, all rights, title and ownership interests, including copyright, which Seller may have in any Work Product or any tangible media embodying such Work Product, without the necessity of any further consideration, and Buyer shall be entitled to obtain and hold in its own name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of its vendors hereby waives any property interest in such Work Product. 20. CANCELLATION (Not Applicable) Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies, which Buyer may have in law or equity. 21. TERMINATION 21.1 Written Notice (Not Applicable). The purchase of goods under this order may be terminated in whole or in part by Buyer, with or without cause, at any time upon the delivery to Seller of a written "Notice of Termination" specifying the extent to which the goods to be purchased under the order is terminated and the date upon which such termination becomes effective. Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 21.2 Non -Appropriation of Funds. In the event no funds or insufficient funds are appropriated by Buyer in any fiscal period for any payments due hereunder, Buyer will notify Seller of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Buyer of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 21.3 Duties and Obligations of the Parties. Upon termination of this Agreement for any reason, Seller shall only be compensated for items requested by the Buyer and delivered prior to the effective date of termination, and Buyer shall not be liable for any other costs, including any claims for lost profits or incidental damages. Seller shall provide Buyer with copies of all completed or partially completed documents prepared under this Agreement. In the event Seller has received access to Buyer Information or data as a requirement to perform services hereunder, Seller shall return all Buyer provided data to Buyer in a machine-readable format or other format deemed acceptable to Buyer. 22. ASSIGNMENT / DELEGATION No interest, obligation or right of Seller, including the right to receive payment, under this contract shall be assigned or delegated to another entity without the express written consent of Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all documents, as determined by Buyer, that are reasonable and necessary to verify Seller's legal status and transfer of rights, interests, or obligations to another entity. The documents that may be requested include, but are not limited to, Articles of Incorporation and related amendments, Certificate of Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to withhold all payments to any entity other than Seller, if Seller is not in compliance with this provision. If Seller fails to provide necessary information in accordance with this section, Buyer shall not be liable for any penalties, fees or interest resulting therefrom. 23. WAIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration in writing and is signed by the aggrieved party. 24. MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 25. THE AGREEMENT In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions together with any attachments and exhibits. This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a course of performance under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. (together, the "Contract Documents'). 26. APPLICABLE LAW / VENUE Except as set forth in Section 4 of this Agreement, applicable law and venue are set forth in Clause 7.2 of the Software License Agreement. 27. INDEPENDENT CONTRACTOR(S) Seller shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control, the details of its operations hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, vendors and subcontractors. The doctrine of respondent superior shall not apply as between Buyer and Seller, its officers, agents, employees, vendors and subcontractors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, vendors and subcontractors. 28. LIABILITY. Seller's limitations of liability are set forth in Clause 4 (inclusive of 4.1, 4.2 and 4.3 of the Software License Agreement. 29 SEVERABILITY Terms concerning severability are set forth in Clause 7.4 of the Software License Agreement.. 30 FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract, then Buyer will immediately notify Seller of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. 31 NOTICES TO PARTIES This Section 31 supersedes and replaces Clause 7.1 of the Software License Agreement. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO BUYER: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Attorney's Office at same address TO SELLER: Hatch Ltd. Rajeev Goel, Director Water Digital Solutions 2800 Speakman Drive Mississauga, ON L5K 2R7 Notwithstanding the foregoing, notices concerning Fee Increases under Clause 1.4 of the Software License Agreement may be given in accordance with Clause 7.1 of the Software License Agreement. 32 NON-DISCRIMINATION Seller, for itself, its personal representatives, assigns, sub -vendors and successors in interest, as part of the consideration herein, agrees that in the performance of Seller's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORS OR SUCCESSORS IN INTEREST, SELLER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM SUCH CLAIM. 33 IMMIGRATION AND NATIONALITY ACT Seller shall verify the identity and employment eligibility of its employees who perform work under this Agreement in the United States, including completing the Employment Eligibility Verification Form (I-9). Upon request by Buyer, Seller shall provide Buyer with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Seller shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Seller employee who is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written notice to Seller, shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 34 HEALTH, SAFETY, AND ENVIRONMENTAL REOUIREMENTS Services, products, materials, and supplies provided by the Seller must meet or exceed all applicable health, safety, and the environmental laws, requirements, and standards. In addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and inspections necessary to provide the products or to perform the services hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 35 RIGHT TO AUDIT Seller agrees that Buyer shall, until the expiration of three (3) years after final payment under this contract, 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 Seller involving transactions relating to this Agreement at no additional cost to Buyer. Seller agrees that Buyer shall have access during normal working hours to all necessary Seller facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Buyer shall give Seller reasonable advance notice of intended audits. The Buyer's right to audit, as described herein, shall survive the termination and/or expiration of this Agreement. 36 DISABILITY In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller warrants that it and any and all of its subcontractors performing services in the United States will not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Seller or any of its subcontractors. Seller warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and will defend, indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or subcontractors against Buyer arising out of Seller's and/or its subcontractor's alleged failure to comply with the above - referenced laws concerning disability discrimination in the performance of this Agreement. 37 DISPUTE RESOLUTION If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non -binding mediation upon written consent of authorized representatives of both parties in accordance with the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association or other applicable rules governing mediation then in effect. If the parties submit the dispute to non -binding mediation and cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. 38 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2271 of the Texas Government Code, Buyer is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this Agreement, Seller certifies that Seller's signature provides written verification to Buyer that Seller: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 39 PROHIBITION ON BOYCOTTING ENERGY COMPANIES. If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2276 of the Texas Government Code, Buyer 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. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Seller certifies that Seller's signature provides written verification to the City that Seller: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 40 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES. If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, Buyer 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. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Seller certifies that Seller's signature provides written verification to Buyer that Seller: (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. 41 INSURANCE REOUIREMENTS (Not Anulicable) 41.1 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 shall be on any vehicle used by Seller, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $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 shall 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 shall be submitted to Buyer to evidence coverage. 41.2 General Requirements (a) The commercial general liability and automobile liability policies shall name Buyer as an additional insured thereon, as its interests may appear. The term Buyer shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of Buyer. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to Buyer. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, Buyer of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of Buyer to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Seller has obtained all required insurance shall be delivered to the Buyer prior to Seller proceeding with any work pursuant to this Agreement. EXHIBIT C CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity FORM CIQ This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be tiled with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. jJ Name of vendor who has a business relationship with local governmental entity. ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information is being disclosed. Name of Officer -41 Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F-1No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? F7Yes F1 No J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. 61 ❑ Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a (2)(B), excluding gifts described in Section 176.003(a-1). 71 Signature of vendor doing busmes with the governmental entity Dale Form provided by Texas Ethics Commission www.ethics.slate.tx.us Revised 11/30/2015 EXHIBIT D SELLER CONTACT INFORMATION Seller's Name: HATCH LTD Seller's Local Address: 2800 Speakman Drive, Mississauga, ON L5K 2R7 Phone: +1 289 3263268 Fax: Email: hydromantissales@hatch.com Name of persons to contact when placing an order or invoice questions: Name/Title : Sharon Saldanha / Software Sales & Business Development Coordinator Phone: +1 289 3263268 Fax: Email: Hydromantis Sales Admin<hvdromantisSales((a),.hatch.com> Name/Title: Andrew Yungblut / ccounts Receivable, Lead Phone:+12892715920 Email: andrew.yungblut@hatch.com Fax: f_ � Name/Title �F E_ u G7oE� Dwe C k l� W ct �'P�tl 01'6 �2 Tv (�1 f Phone: Fax: -----------------------------------------n--------------- rr ll j ---------------------------------------------------- Email: - CE! . r PSL ( 1'I G �c' V� �� 0 LIA - U � - n I / Raj eev Goel February 11, 2025 Signature ✓ Printed Name Date VERIFICATION OF SIGNATURE AUTHORITY Rajeev Goel, Director, Water Digital Solutions Hatch Ltd. 2800 Speakman Drive Mississauga, Ontario Canada L5K2R7 Will provide one GPS-X Professional software license with maintenance and support, and four sessions of GPS-X Training, with up to six logins. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Consultant and to execute any agreement, amendment or change order on behalf of Consultant. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Consultant. Consultant will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Consultant. Name: Rajeev Goel Position: Director, Water Digital Solutions VY�� Raiee oel (Ao 202510:14 EDT) Signature 2. Name: Position: Signature Name: Position: Signature Name: Rajeev Goel, Direct � qe2Rajee oel (Ap 202510:14 EDT) Signature of President / CEO Other Title: Director, Water Digital Solutions Date: Apr 15, 2025 EXHIBIT F SELLER'S SOLE SOURCE JUSTIFICATION LETTER HUTCH Sheridan Science and Technology Park, 2800 Speakman Drive Mississauga, Ontario, Canada L5K 2R7 Tel: +1 (905) 855 7600 www.hatch.com December 3, 2024 To, Fort Worth Water Department, 200 Texas Street Fort Worth, TX 76102 Subject: Sole Source for GPS-X Software This letter serves as a sole source document for products developed by Hatch Ltd. (Hydromantis). Hatch Ltd. (Hydromantis) GPS-X software and other applications were developed and are distributed solely by Hatch Ltd. (Hydromantis). Hatch Ltd. (Hydromantis) also does not sell or distribute its source code and as such is the sole provider of products and services that require code changes. (Interfaces, software modifications, etc.) Layouts, models and outputs created within GPS-X are proprietary in nature and are not compatible with any other software platform. Models created within GPS-X can only be opened and run within the GPS-X software. GPS-X also contains many unique and proprietary features unavailable in other software including, but not limited to, our proprietary comprehensive activated sludge, anaerobic digestion and side -stream treatment model; Mantis2 and our advanced Optimizer and Analyzer analysis tools. No other vendor develops or modifies these software applications. No other vendor distributes these software products within North America. Please let me know should you need further details. Sincerely, Rajeev Goel, Ph.D., P.Eng. Hatch Ltd. Director I Water raieev.cioel(aDhatch. corn +1 905-491-7019 © Hatch 2024 All rights reserved, including all rights relating to the use of this document or its contents. EXHIBIT G SELLER'S QUOTE REMITTANCE ADDRESS: Hatch Ltd. 2800 Speakman Drive Mississauga, Ontario Canada L5K 2117 Tel: 905-855-7600 TO: CITY OF FORT WORTH ATTN: REZA BROUN 200 TEXAS FORT WORTH, TX 76102 USA QUOTATION QUOTE # 11412 DATE 9/24/2024 SALESPERSON PAYMENT TERMS DUE DATE S SALDANHA Net 30 10/24/2024 QTY. DESCRIPTION UNIT PRICE AMOUNT 1 GPS-X PROFESSIONAL SINGLE -USER ANNUAL LICENSE - 1 YEAR OF SOFTWARE USAGE - INCLUDES 1 YEAR OF TECHNICAL SUPPORT & UPGRADES RELEASED DURING AGREEMENT PERIOD LICENSE: 9-100 (UPGRADE TO VERSION 8.5) 1 WEB -BASED GPS-X TRAINING - 4 SESSIONS OF 2.5 HOURS EACH - UP TO 6 LOGIN IDS 1 ADMINISTRATION FEE 1 CUSTOMER DISCOUNT APPLIED (ONE TIME) General Conditions: Quote is valid for thirty (30) days from the quotation date unless another date is otherwise specified in the body of this quotation. Beyond this date, prices are subject to re -quotation. Accepted methods of payment include: Check/Cheque, VISA, MasterCard, and Wire Transfer. TO INITIATE THIS PURCHASE, PLEASE SIGN AND AND EMAIL TO hydromantissalesadmin@hatch.com PLEASE NOTE THAT A SEPARATE INVOICE WILL BE ISSUED To accept this quotation, sign here and return: 2,095.00 5,500.00 150.00 -500.00 2,095.00 5,500.00 150.00 -500.00 USD 7,245.00 TOTAL (USD) Please visit our License Agreement at https://www.hydromantis.com/agree/HatchEULA-20220912.htm, which requires your consent before completing the download and use of our software. If you have questions or concerns please contact Thank you for your business! CSC: FORT WoRTH.. Routing and Transmittal Slip Water Department DOCUMENT TITLE: Hatch Ltd Sole Source Agreement M&C: CPN: CSO: TO Reza Broun, Engineering Manager, Water Department Jason Lyssy, IT Manager, Water Department Rajeev Goel, Director, Water Digital Solutions, Hatch Ltd. Shane Zondor, Assistant Director, Water Department Jan Hale, Deputy Director, Water Department Chris Harder, Director, Water Department Hye Won Kim, Asst City Attorney Jesica McEachern, Assistant City Manager Ron Gonzales, Assistant City Secretary Jannette Goodall, City Secretary Allison Tidwell, Administrative Asst, City Secretary Charmaine Baylor, Sr. IT Business Planner, Water DOC #: INITIALS Approver Signer Signer Approver Approver Signer Signer Signer Approver Signer Form Filler Acceptor APPROVER INITIALS RB RB David Zonddoorr CSC: EXPLANATION Please approve or sign this sole source agreement between the Water Department and Hatch Ltd., for the purchase of one GPS-X Professional software license (web based), with maintenance and support, as well as four sessions of GPS-X Training, with up to six logins. The spending authority equals $7,245.00. The term will begin once the contract is signed by Assistant City Manager, Jesica McEachern, expire one year later, and there are four one-year renewal options. If you have any questions or concerns, feel free to call or email me. Charmaine Baylor Sr. IT Business Planner, Water IT Fort Worth Water Department Phone: (817) 392-6629 Email: Charmaine.baylor(a-,fortworthtexas.gov