GENERAL SERVICE AGREEMENT
This Agreement is made and entered into this ____ day of _________, 2024, by and between the CITY OF MANTECA, a public body, corporate and politic ("City") and HACH COMPANY, a Delaware corporation ("Consultant").
RECITALS
A. Consultant is specially trained, experienced, and competent to perform the professional services required by this Agreement.
B. Consultant possesses the skill, experience, ability, background, certification, and knowledge to provide the services described in this Agreement on the terms and conditions specified herein.
C. City desires to retain Consultant to render the professional services set forth in this Agreement.
AGREEMENT
1. Scope of Services. Consultant shall perform the Equipment Maintenance and Calibration services described in attached Attachment 1 that is incorporated by this reference, and pursuant to the Proposal submitted by Consultant dated January 4, 2024, and attached hereto as Attachment 2. Consultant shall provide these services at the time, place, and in the manner specified in Attachment 1, subject to the direction of the City through its staff that may be provided from time to time. Performance of the Equipment Maintenance and Calibration services is sometimes referred to herein as “the Project.”
2. Work Through City Staff. Consultant shall perform its services pursuant to this Agreement solely through City staff. No communications, information or documentations shall be made directly to any applicant to the City without the prior written consent of the City. This shall not apply to the sole request of information or clarification of information by Consultant from the applicant. All requests shall be noted to City in an expeditious manner.
3. Time of Performance. Consultant’s services will commence upon execution of this Agreement and shall be completed in accordance with the Schedule of Activities, attached hereto as Attachment 3. All work shall be completed no later than February 28, 2027. Failure to submit work products in accordance with the Schedule of Activities may result in the City withholding progress payments. Repeated failure to complete work products in accordance with the Schedule of Activities may result in a reduction of the total compensation provided for in Section 4 herein.
4. Compensation. Without additional authorization from the City, compensation to be paid to Consultant shall not exceed TWO HUNDRED AND ONE THOUSAND, ONE HUNDRED AND SEVEN DOLLARS ($201,107.00). Payment by City under this Agreement shall not be deemed a waiver of any defects, even if those defects were known to the City at the time of payment.
1 ATTACHMENT 1
5. Method of Payment. Consultant shall submit monthly billings to City specifying and describing the work performed during the preceding month. Consultant's bills shall include a brief description of the services performed, the date the services were performed, the number of hours expended and by whom, and a description of any reimbursable expenditures. Full payment of each task will only be made at such time as each task is completed.
City shall pay Consultant no later than 30 days after approval of the monthly invoice by City staff. Payments may be delayed by City if Consultant fails to provide services in accordance with the Schedule of Activities, unless the City has provided prior written consent to any delay in the schedule.
6. Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, the term "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without the City’s prior written authorization.
7. Termination. This Agreement may be terminated by the City immediately for cause, or by either party without cause upon 15 days’ prior written notice of termination. Upon termination, Consultant shall be entitled to compensation for services performed up to the effective date of termination upon submittal of an invoice for same.
8. Ownership of Documents; Confidentiality.
A. All plans, studies, documents, and other writings prepared by and for Consultant, its officers, employees, agents, and subcontractors in the course of implementing this Agreement, except working notes and internal documents, shall become the property of City upon payment to Consultant for such work. City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant's expense, provide such reports, plans, studies, documents and other writings to City upon written request by City. Consultant shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose.
B. All memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other documents and data, either created by or provided to Consultant in connection with the performance of this Agreement, shall be held confidential by Consultant. These materials shall not, without the City’s prior written consent, be used by Consultant for any purposes other than the performance of the services under this Agreement. Nor shall these materials be disclosed to any person or entity not connected with the performance of services under this Agreement. Nothing furnished to Consultant that is otherwise known to Consultant, or is generally known, or has become known to the related profession shall be deemed confidential. Consultant shall not use City's name or insignia, photographs relating to the Project for which Consultant's services are rendered, or any publicity pertaining to the Consultant's services under this Agreement in any magazine, trade paper, newspaper, television or radio production, or other similar medium without the City’s prior written consent.
2 ATTACHMENT 1
9. Consultant's Books and Records.
A. Consultant shall maintain all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City, for a minimum period of three years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement.
B. Consultant shall maintain all records that document performance under this Agreement for a minimum period of three years, or for any longer period required by law, from the date of termination or completion of this Agreement.
C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor, or a designated representative of any of these officers. Copies of such documents shall be provided to City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant's address specified in Section 16 of this Agreement.
D. Where City has reason to believe that records or documents may be lost or discarded due to the dissolution or termination of Consultant's business, City may, by written request, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to these records and documents shall be granted to any party authorized by Consultant, Consultant's representatives, or Consultant's successor-ininterest.
10. Independent Contractor. In the performance of the work and services required by this Agreement, Consultant shall act as and be an independent contractor and not an agent, or employee of the City. Consultant shall obtain no rights to retirement or other benefits that accrue to City's employees, and Consultant expressly waives any claim it may have to any such rights.
11. Interest of Consultant.
A. Consultant represents that neither it nor any employee has any investment or interest in real property, and shall not acquire any such interest, direct or indirect, within the area covered by this Agreement, or any other source of income, interest in real property, or investment that would be affected in any manner or degree by the performance of Consultant's services hereunder. Consultant further represents that, in the performance of its duties hereunder; no person having any such interest shall perform any services under this Agreement.
B. Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant:
(1) will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation, or counsel independent of the control and direction of the City, or of any City official, other than normal Agreement monitoring; and
3 ATTACHMENT 1
(2) possesses no authority with respect to any City decision beyond the rendition of information, advice, recommendation, or counsel. (FPPC Reg. 18700(a)(2).)
12. Professional Ability of Consultant.
A. City is relying upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement.
Consultant shall therefore provide skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant's field of expertise.
B. The primary provider of the services required by this Agreement shall be HACH COMPANY. A list of other individuals assigned to the Project will be provided to City for its review and approval, and these individuals shall not be replaced without the City’s prior written consent.
13. Compliance with Laws. Consultant shall use the customary standard of care in its profession to comply with all applicable federal, state, and local statutes, codes, ordinances, and regulations.
14. Licenses. Consultant represents and warrants to City that it has all licenses, permits, qualifications, insurance, and approvals that are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance, and approvals that are legally required of Consultant to practice its profession.
15. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, and hold harmless the City, its officers, officials, agents, employees, and volunteers, from and against any and all claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all costs and expenses in connection therewith), arising out of Consultant’s performance of this Agreement, or Consultant’s failure to comply with any of its obligations contained in this Agreement; excluding, however, any claim arising out of the active negligence or willful misconduct of the City, its officers, agents, employees, or volunteers.
16. Insurance Requirements.
A. Job specific insurance requirements can be found on the attached Attachment
4. Other insurance provisions can be found below:
B. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing an A.M. Best's rating of no less than A:VII and shall be endorsed with language substantially as follows:
(1) The City, it’s elected and appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of 4 ATTACHMENT 1
the Consultant, including materials, parts, or equipment furnished in connection with such work.
(2) The policy shall be considered primary insurance as respects the City, its elected and appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. (3) The insurance shall apply to each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. (4) The insurer waives all rights of subrogation against the City, its elected and appointed officers, officials, employees, and agents. (5) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected and appointed officers, officials, employees, agents, or volunteers. (6) The insurance provided by the policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after 30 days written notice has been received by the City.
(7) The City will not accept any endorsements that were issued in 2004. Acceptable endorsement forms are CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01.
C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City's option, Consultant shall demonstrate financial capability for payment of those deductibles or self-insured retentions.
D. Certificates of Insurance. Consultant shall provide to City certificates of insurance with original endorsements as evidence of the required insurance coverage.
Certificates of insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement.
17. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.
If to City: City of Manteca
1001 W. Center Street
Manteca, CA 95337
Attention: Brady DeHart and Cody Robinson
5 ATTACHMENT 1
If to Consultant: HACH Company
P.O. Box 389
Loveland, Colorado 80539
Attention: Julia Johnson
18. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Consultant. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in their entirety by this Agreement.
19. Amendments. This Agreement may be amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney.
20. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience, and competence of Consultant. Assignments of any or all rights, duties, or obligations of the Consultant under this Agreement will be permitted only with the express written consent of the City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of the subcontractor.
Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of the City to pay any monies due to any such subcontractor other than as may be required by law.
21. Waiver. Waiver of any breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach or default of the same or any other provision under this Agreement.
22. Severability. If any provision of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
23. Controlling Law; Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California, and any legal action relating to this Agreement shall take place in the Superior Court, County of San Joaquin.
24. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees.
25. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and shall divide the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS/ENDISPUTE ("JAMS") or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five 6 ATTACHMENT 1
mediators selected by JAMS, and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.
26. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy has been signed by both parties.
27. Authority to Enter Agreement. Consultant warrants that it has all requisite power and authority to conduct its business and to execute, deliver, and perform this Agreement. Each party warrants to the other that the signatories to this Agreement have the legal power, right, and authority to enter into this Agreement and to bind each party.
28. Prohibited Interests.
A. Consultant warrants that it has not employed or retained any person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement.
Further, Consultant warrants that it has neither paid nor agreed to pay any person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For any breach or violation of this warranty, City shall have the right to rescind this Agreement without liability.
B. For the term of this Agreement, no member, officer, or employee of City, during the period of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
29. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer, and it shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
30. Precedence. In case of conflict between Consultant’s Proposal/Consultant’s attachments and the City’s Agreement/City’s attachments, the City’s Agreement and City’s attachments shall take precedence over Consultant’s proposal/Consultant’s attachments.
7 ATTACHMENT 1
TO EFFECTUATE THIS AGREEMENT, each of the parties has caused this Agreement to be executed by its duly authorized representative as of the date set forth in the introductory paragraph on page 1 above.
CITY OF MANTECA: CONSULTANT:
_________________________________ ___________________________________ Toni Lundgren (Type name of Consultant/form of organization)* City Manager
ATTEST: By: ___________________________________
(Signature)
_________________________________
Cassandra Candini-Tilton, (Type name and title)
Director of Legislative Services
COUNTERSIGNED: By: ___________________________________
(Signature)
_________________________________ ___________________________________ Shay Narayan (Type name and title)
Director of Finance
COUNTERSIGNED: Address:
_________________________________
Nancy Bronstein,
Interim Director of Human Resources Telephone:
Email:
APPROVED AS TO FORM:
_________________________________
Daniella Green,
Assistant City Attorney
8 Rosie Bote - Senior Manager, NA Service Contracts
Mary Baird - Director (Interim), Commercial Operations
**
**
**subject to contract addendum attached hereto
ATTACHMENT 1
ATTACHMENT 1
REQUEST FOR PROPOSAL
The City of Manteca requested quotes for the Water and Wasterwater Divisions, for Calibration and Maintenance, and replacement parts for sensitive analyzing equipment that determine water and wastewater characteristics.
The State of California requires parts and calibration to be supplied by the manufacturer to comply with the Water Permits held by Water and WQCF divisions. 9 ATTACHMENT 1
ATTACHMENT 2
CONSULTANT’S PROPOSAL
QUOTE #1 – HACH114067-Water-Div
QUOTE #2 – HACH114067-WQCF
Q
10 ATTACHMENT 1
HACH SERVICE PARTNERSHIP
QUOTATION
Page :
Partnership Number :
1 of 9
HACH114067-Wa
ter-Div.
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.
Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593
Partnership Number : HACH114067-Water-D
iv.
Version : 0.33 Quotation Date : 04-JAN-24
Expiration Date : 03-FEB-24
Hach Company
Contact : Johnson, Julia Malina
Service Partnership
Phone :
Service Partnership
Email : [email protected]
Customer Ref : BUDGETARY QUOTE Customer Contact : MONTROSS, GEORGE Customer Phone : 209-456-8616 Customer Fax : Customer Email : [email protected] Bill-To Account # 109246 Ship-To Account # 109246
Customer Name CITY OF MANTECA Customer
Name
CITY OF MANTECA Payment Terms: Net 30
Address4 PUBLIC WORKS Address4 Billing Method: Annual-Invoices on START Date
Address1 1001 W CENTER ST Address1 290 S POWERS AVE Currency: USD Address2 Address2
Address3 Address3
City,State,
PostalCode
MANTECA-CA-95337-4390 City,State,
Postalcode
MANTECA-CA-95337-5916
Province/
Country
US Province/
Country
US
Line Service Name Line Total
Covered Product Start Date End Date Description/Serial Number 1 FSPNITRATAX 04-MAR-24 03-MAR-27 Fld Svc-2V Nitratax
Sensor:04-MAR-2024:03-MAR-202
7 54,285.00
1.1 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1219130
1.2 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1235051
1.3 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1435029
1.4 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1330115
11 ATTACHMENT 1
HACH SERVICE PARTNERSHIP
QUOTATION
Page :
Partnership Number :
2 of 9
HACH114067-Wa
ter-Div.
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.
Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593
1.5 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1264893
1.6 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1620245
1.7 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1727673
1.8 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
2007990
1.9 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1997577
1.10 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
2021511
1.11 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
2067786
2 PMP-SC100-1V 04-MAR-24 03-MAR-27 PMP-SC100-1V (FRV
1):04-MAR-2024:03-MAR-2027
2,025.00
2.1 LXV401.52.00002 oo SC100, Hach ; 08010C0401
2.2 LXV401.52.00002 oo SC100, Hach ; 08070C2522
2.3 LXV401.52.00002 oo SC100, Hach ; 07070C1676
3 FSPSC200 04-MAR-24 03-MAR-27 Fld Svc-1V SC200
Controller:04-MAR-2024:03-MAR-2
027
11,484.00
3.1 LXV404.99.00552 nn ff sc200 CONTROLLER,
AC-DC, 2 DIG, HACH ;
1204C0037876
3.2 LXV404.99.00552 nn ff sc200 CONTROLLER,
AC-DC, 2 DIG, HACH ;
1504C0118134
3.3 LXV404.99.00552 nn ff sc200 CONTROLLER,
AC-DC, 2 DIG, HACH ;
1507C0148710
3.4 LXV404.99.00552 nn ff sc200 CONTROLLER,
AC-DC, 2 DIG, HACH ;
1704C0153628
3.5 LXV404.99.00552 nn ff sc200 CONTROLLER,
AC-DC, 2 DIG, HACH ;
2004C0211199
12 ATTACHMENT 1
HACH SERVICE PARTNERSHIP
QUOTATION
Page :
Partnership Number :
3 of 9
HACH114067-Wa
ter-Div.
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.
Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593
3.6 LXV404.99.00552 nn ff sc200 CONTROLLER,
AC-DC, 2 DIG, HACH ;
2005C023978
3.7 LXV404.99.00552 nn ff sc200 CONTROLLER,
AC-DC, 2 DIG, HACH ;
1512C0138018
3.8 LXV404.99.00552 nn ff sc200 CONTROLLER,
AC-DC, 2 DIG, HACH ;
NEEDSNFORWELL27
3.9 LXV404.99.00552 nn ff sc200 CONTROLLER,
AC-DC, 2 DIG, HACH ;
1912C0188018
3.10 LXV404.99.00552 nn ff sc200 CONTROLLER,
AC-DC, 2 DIG, HACH ;
1709C0147160
3.11 LXV404.99.00552 nn ff sc200 CONTROLLER,
AC-DC, 2 DIG, HACH ;
2005C0213973
3.12 LXV404.99.00552 nn ff sc200 CONTROLLER,
AC-DC, 2 DIG, HACH ;
201066000584
4 FSPCL17 04-MAR-24 03-MAR-27 aa Fld Svc-2V CL17 (current version):04-MAR-2024:03-MAR-20
27 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.
14,796.00
4.1 5440000 oo CL17 FINAL ASSEMBLY
W/KITS ; 190180023555
4.2 5440000 oo CL17 FINAL ASSEMBLY
W/KITS ; 190180023562
4.3 5440000 oo CL17 FINAL ASSEMBLY
W/KITS ; 031200008681
5 FSPCL17SC 04-MAR-24 03-MAR-27 aa Field Service Partnership, CL17sc:04-MAR-2024:03-MAR-20
27 Field Service Partnership provides
full coverage, including parts, labor,
7,128.00
13 ATTACHMENT 1
HACH SERVICE PARTNERSHIP
QUOTATION
Page :
Partnership Number :
4 of 9
HACH114067-Wa
ter-Div.
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.
Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593
and travel for two preventative
maintenance visits per year and
on-site repairs with priority status.
5.1 8572300 ee TOP LEVEL ASSY, CL17sc,
STANDPIPE INSTALL KIT ;
222450011042
5.2 8572300 ee TOP LEVEL ASSY, CL17sc,
STANDPIPE INSTALL KIT ;
222450011046
6 FSPSC4500 04-MAR-24 03-MAR-27 Field Service Partnership, SC4500, 1 Visit:04-MAR-2024:03-MAR-2027
Field Service Partnership provides
full coverage, including parts, labor,
and travel for one preventative
maintenance visit per year and
on-site repairs with priority status.
1,017.00
6.1 LXV525.99A11551 SC4500 w/o plug Prognosys
mAOutput 2DigSensors ; 2196035
7 FSPNITRATAX 04-MAR-24 03-MAR-27 Fld Svc-2V Nitratax
Sensor:04-MAR-2024:03-MAR-202
7 9,870.00
7.1 LXV417.99.10002 db ff NITRATAX PLUS SC 1MM ;
1682935
7.2 LXV417.99.10002 db ff NITRATAX PLUS SC 1MM ;
1682936
8 FSPTU52XX 04-MAR-24 03-MAR-27 Fld Svc TU52XX 1
VST:04-MAR-2024:03-MAR-2027
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.
2,148.00
8.1 LPV4425303012 nn KIT, TU5200, Lab Turb with
RFID, EPA ; 1693591
9 FSPSC1500 04-MAR-24 03-MAR-27 Fld Svc-1V SC1500
Controller:04-MAR-2024:03-MAR-2
027
Field Service includes: All parts,
1,023.00
14 ATTACHMENT 1
HACH SERVICE PARTNERSHIP
QUOTATION
Page :
Partnership Number :
5 of 9
HACH114067-Wa
ter-Div.
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
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 visit for basic performance
evaluation, factory recommended
maintenance (including required
parts), unlimited technical support
calls, and free software 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.
9.1 LXV446.99.1R3S1 SC1500; 6 SENS 8mA OUT
110V/COND 4 REL/C EXT MOD ;
1745815
10 FSPRTC-ADD 04-MAR-24 03-MAR-27 Field Service Partnership, Addt'l RTC
Channel:04-MAR-2024:03-MAR-20
27 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.
9,492.00
10.1 CONTRACT SPECIAL ITEM
11 FSPSC1000 04-MAR-24 03-MAR-27 Fld Svc-1V SC1000
Controller:04-MAR-2024:03-MAR-2
027
1,275.00
11.1 LXV402.99.10002 aa db ee sc1000 DISPLAY
MODULE, TCP, NO GSM ;
1808197
12 FSPSOLITAX 04-MAR-24 03-MAR-27 Fld Svc-2V Solitax
Sensor:04-MAR-2024:03-MAR-202
7 13,032.00
12.1 LXV424.99.00100 db INLINE sc/INSERTION 50g/l
WIPER SS ; 1808417
12.2 LXV424.99.00100 db INLINE sc/INSERTION 50g/l
WIPER SS ; 1830427
12.3 LXV423.99.00100 db TS-LINE sc/IMMERSION 50g/l
WIPER SS ; 1786147
13 BSPPLUSTSSSC 04-MAR-24 03-MAR-27 aa BenchPlus-TSS sc, 1V (not for HT or EX
4,086.00
15 ATTACHMENT 1
HACH SERVICE PARTNERSHIP
QUOTATION
Page :
Partnership Number :
6 of 9
HACH114067-Wa
ter-Div.
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.
Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593
sensors):04-MAR-2024:03-MAR-20
27 BenchPlus Partnership includes
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.
13.1 LXV324.99.30002 TSS W SC INLINE SENSOR ;
1737942
14 FSPRTC 04-MAR-24 03-MAR-27 Field Service Partnership, First RTC
Channel:04-MAR-2024:03-MAR-20
27 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.
10,293.00
14.1 CONTRACT SPECIAL ITEM
15 ADMIN_HANDLING_MYA 04-MAR-25 03-MAR-26 YEAR 2 PRICE INCREASE 1,892.72
15.1 CONTRACT SPECIAL ITEM
16 ADMIN_HANDLING_MYA 04-MAR-26 03-MAR-27 YEAR 3 PRICE INCREASE 3,936.86
16.1 CONTRACT SPECIAL ITEM
Sub Total : 147,783.58
Tax: 83.91
Total : 147,867.49
Partnership Notes :
COST BREAKDOWN TO BE ADDED TO CUSTOMER-FACING CONTRACT NOTES/QUOTE:
ANNUAL COST BREAKDOWN NOTED BELOW:
YEAR 1 SERVICE @ $47,318.00 *
YEAR 2 SERVICE @ $49,210.72 *
Year 3 Total $51,254.86
TOTAL $147,783.58 *
* THIS IS PRE-TAX PRICING AND SUBJECT TO CHANGE WITH EQUIPMENT CHANGES PO/Payment required for total quoted price to lock in multi-year pricing. If PO/payment is only received for one year, quoted price for subsequent years will not be honored and a new quote will need to be obtained upon renewal. 16 ATTACHMENT 1
HACH SERVICE PARTNERSHIP
QUOTATION
Page :
Partnership Number :
7 of 9
HACH114067-Wa
ter-Div.
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.
Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593
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: (i) 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 This Contract will automatically renew at the End Date for a period of one year, and at the anniversary of the End Date, unless the Buyer notifies Hach in writing by no later than ninety days before the End Date.
Customer Name : CITY OF MANTECA
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 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 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 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, 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 Buyer's performance in breach and terminate this Contract for default; (b) withhold future shipments until delinquent payments are made; (c) deliver future shipments on a cash-with-order or cash-in-advance basis even after the delinquency is cured; (d) charge interest on the delinquency at a rate of 1-1/2% per month or the maximum rate permitted by law, if 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. 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 17 ATTACHMENT 1
HACH SERVICE PARTNERSHIP
QUOTATION
Page :
Partnership Number :
8 of 9
HACH114067-Wa
ter-Div.
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.
Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593
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 competent jurisdiction in any suit for infringement of any U.S. patent (or European patent for Products that Hach sells to Buyer for end use in a member state of the E.U.) that has issued as of the delivery date, solely by reason of the sale or normal use of any Products sold to Buyer hereunder and from reasonable expenses incurred by Buyer in defense of such suit if 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 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 http://www.hach.com/privacypolicy.
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 Buyer's business activities in connection with this Contract, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"). Buyer agrees that no payment of money or provision of anything of value will be offered, promised, paid or transferred, directly or indirectly, by any person or entity, to 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 Buyer's activities related to this Contract. Hach asks Buyer to "Speak Up!" if aware of any violation of law, regulation or our Standards of Conduct ("SOC") in relation to this Contract. See http://danaher.com/integrity-and-compliance and www.danaherintegrity.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 ATTACHMENT 1
HACH SERVICE PARTNERSHIP
QUOTATION
Page :
Partnership Number :
9 of 9
HACH114067-Wa
ter-Div.
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.
Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593
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 competent jurisdiction (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. 19 ATTACHMENT 1
HACH SERVICE PARTNERSHIP
QUOTATION
Page :
Partnership Number :
1 of 6
HACH114067-W
QCF
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.
Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593
Partnership Number : HACH114067-WQCF Version : 0.17 Quotation Date : 04-JAN-24 Expiration Date : 05-APR-24
Hach Company
Contact : Johnson, Julia Malina
Service Partnership
Phone :
Service Partnership
Email : [email protected]
Customer Ref : RENEWAL QUOTE Customer Contact : GROVE, HEATHER Customer Phone : 209-456-8470 Customer Fax : 825 2359 Customer Email : [email protected] Bill-To Account # 109246 Ship-To Account # 109246
Customer Name CITY OF MANTECA Customer
Name
CITY OF MANTECA Payment Terms: Net 30
Address4 PUBLIC WORKS Address4 Billing Method: Quarterly Address1 1001 W CENTER ST Address1 2450 W YOSEMITE AVE Currency: USD Address2 Address2
Address3 Address3
City,State,
PostalCode
MANTECA-CA-95337-4390 City,State,
Postalcode
MANTECA-CA-95337-9641
Province/
Country
US Province/
Country
US
Line Service Name Line Total
Covered Product Start Date End Date Description/Serial Number 1 FSPNITRATAX 04-MAR-24 03-MAR-27 Fld Svc-2V Nitratax
Sensor:04-MAR-2024:03-MAR-202
7 9,870.00
1.1 LXV417.99.10002 db ff NITRATAX PLUS SC 1MM ;
1682935
1.2 LXV417.99.10002 db ff NITRATAX PLUS SC 1MM ;
1682936
2 FSPTU52XX 04-MAR-24 03-MAR-27 Fld Svc TU52XX 1
VST:04-MAR-2024:03-MAR-2027
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
2,148.00
20 ATTACHMENT 1
HACH SERVICE PARTNERSHIP
QUOTATION
Page :
Partnership Number :
2 of 6
HACH114067-W
QCF
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.
Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593
conditions for additional details on
our service plans, and to ensure
you have an opportunity to review
our environmental and safety
requirements.
2.1 LPV442.99.03012 KTO: TU5200, Lab Turb with RFID,
EPA ; 1693591
3 FSPSC1500 04-MAR-24 03-MAR-27 Fld Svc-1V SC1500
Controller:04-MAR-2024:03-MAR-2
027
Field Service includes: All parts,
labor, and travel for on-site repairs,
1 on-site visit for basic performance
evaluation, factory recommended
maintenance (including required
parts), unlimited technical support
calls, and free software 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.
1,023.00
3.1 LXV446.99.1R3S1 SC1500; 6 SENS 8mA OUT
110V/COND 4 REL/C EXT MOD ;
1745815
4 FSPRTC 04-MAR-24 03-MAR-27 Field Service Partnership, First RTC
Channel:04-MAR-2024:03-MAR-20
27 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.
10,293.00
4.1 CONTRACT SPECIAL ITEM
5 FSPRTC-ADD 04-MAR-24 03-MAR-27 Field Service Partnership, Addt'l RTC
Channel:04-MAR-2024:03-MAR-20
27 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
9,492.00
21 ATTACHMENT 1
HACH SERVICE PARTNERSHIP
QUOTATION
Page :
Partnership Number :
3 of 6
HACH114067-W
QCF
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.
Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593
repairs of the RTC computer. Must
be purchased with FSPRTC.
5.1 CONTRACT SPECIAL ITEM
6 FSPSC1000 04-MAR-24 03-MAR-27 Fld Svc-1V SC1000
Controller:04-MAR-2024:03-MAR-2
027
1,275.00
6.1 LXV402.99.10002 aa db ee sc1000 DISPLAY
MODULE, TCP, NO GSM ;
1808197
7 FSPSOLITAX 04-MAR-24 03-MAR-27 Fld Svc-2V Solitax
Sensor:04-MAR-2024:03-MAR-202
7 13,032.00
7.1 LXV424.99.00100 db INLINE sc/INSERTION 50g/l
WIPER SS ; 1808417
7.2 LXV424.99.00100 db INLINE sc/INSERTION 50g/l
WIPER SS ; 1830427
7.3 LXV423.99.00100 db TS-LINE sc/IMMERSION 50g/l
WIPER SS ; 1786147
8 BSPPLUSTSSSC 04-MAR-24 03-MAR-27 aa BenchPlus-TSS sc, 1V (not for HT or EX
sensors):04-MAR-2024:03-MAR-20
27 BenchPlus Partnership includes
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.
4,086.00
8.1 LXV324.99.30002 TSS W SC INLINE SENSOR ;
1737942
9 ADMIN_HANDLING_MYA 04-MAR-25 03-MAR-26 YEAR 2 INCREASE 682.92
9.1 CONTRACT SPECIAL ITEM
10 ADMIN_HANDLING_MYA 04-MAR-26 03-MAR-27 YEAR 3 INCREASE 1,420.47
10.1 CONTRACT SPECIAL ITEM
Sub Total : 53,322.39
Tax: 0.00
Total : 53,322.39
Partnership Notes :
22 ATTACHMENT 1
HACH SERVICE PARTNERSHIP
QUOTATION
Page :
Partnership Number :
4 of 6
HACH114067-W
QCF
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.
Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593
ANNUAL COST BREAKDOWN NOTED BELOW:
YEAR 1 SERVICE @ $17,073.00 *
YEAR 2 SERVICE @ $17,755.92 *
Year 3 Total $18,493.47
TOTAL $53,322.39 *
* THIS IS PRE-TAX PRICING AND SUBJECT TO CHANGE WITH EQUIPMENT CHANGES PO/Payment required for total quoted price to lock in multi-year pricing. If PO/payment is only received for one year, quoted price for subsequent years will not be honored and a new quote will need to be obtained upon renewal.
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: (i) 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 This Contract will automatically renew at the End Date for a period of one year, and at the anniversary of the End Date, unless the Buyer notifies Hach in writing by no later than ninety days before the End Date.
Customer Name : CITY OF MANTECA
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 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 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 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. 23 ATTACHMENT 1
HACH SERVICE PARTNERSHIP
QUOTATION
Page :
Partnership Number :
5 of 6
HACH114067-W
QCF
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.
Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593
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 Buyer's performance in breach and terminate this Contract for default; (b) withhold future shipments until delinquent payments are made; (c) deliver future shipments on a cash-with-order or cash-in-advance basis even after the delinquency is cured; (d) charge interest on the delinquency at a rate of 1-1/2% per month or the maximum rate permitted by law, if 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. 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 competent jurisdiction in any suit for infringement of any U.S. patent (or European patent for Products that Hach sells to Buyer for end use in a member state of the E.U.) that has issued as of the delivery date, solely by reason of the sale or normal use of any Products sold to Buyer hereunder and from reasonable expenses incurred by Buyer in defense of such suit if 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 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 http://www.hach.com/privacypolicy.
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:
24 ATTACHMENT 1
HACH SERVICE PARTNERSHIP
QUOTATION
Page :
Partnership Number :
6 of 6
HACH114067-W
QCF
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.
Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593
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 Buyer's business activities in connection with this Contract, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"). Buyer agrees that no payment of money or provision of anything of value will be offered, promised, paid or transferred, directly or indirectly, by any person or entity, to 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 Buyer's activities related to this Contract. Hach asks Buyer to "Speak Up!" if aware of any violation of law, regulation or our Standards of Conduct ("SOC") in relation to this Contract. See http://danaher.com/integrity-and-compliance and www.danaherintegrity.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 competent jurisdiction (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. 25 ATTACHMENT 1
Contract Addendum to General Service Agreement
HACH114067% (the “Project”)
Parties: City of Manteca (Company) Date: January 12, 2024 Hach Company (“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 AMOUNT THAT 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 reperform 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 FOR A PARTICULAR PURPOSE.
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 any time, and Customer receives licenses to 26 ATTACHMENT 1
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. 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. Payments. All payments are due within 30 days of the invoice date, on the activation date of any service partnership.
10. 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 Manteca:
By: _______
Name: _______
Title:
Date:
Hach:
By: _______
Name: _______
Title:
Date:
27 Senior Manager, NA Service Contracts
1/17/2024
Rosie Bote
ATTACHMENT 1
ATTACHMENT 3
SCHEDULE OF ACTIVITIES
To be determined between City of Manteca staff and Hach Company on an as needed basis. 28 ATTACHMENT 1
ATTACHMENT 4
INSURANCE DOCUMENTS
29 ATTACHMENT 1
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A : NAIC #
NAME: CONTACT
(A/C, No): FAX
E-MAIL ADDRESS:
PRODUCER
(A/C, No, Ext): PHONE
INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR WVDADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person) COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENT EROTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY) POLICY EFFLTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $
$
OCCUR
CLAIMS-MADE DED RETENTION $
PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $
EACH OCCURRENCE $ DAMAGE TO RENTED
PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2016 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
B
202-263-7700 2,000,000 07/01/2024 HDO G747314264 SCF C70314204 (WI) CLE-005379694-36 X 2,000,000 5,000,000 WLR C70314125 (CA, MA, AZ) X
20699 5,000,000 Attn: [email protected] Fax (212) 948-0503 N X
Contractual Liability 07/01/2023 12 07/01/2024 20702 07/01/2024 [email protected] ISA H10709131 C 5,000,000 2,000,000 43575 ACE Property and Casualty Insurance Company 2,000,000 X X
06/14/2023 HACH 07/01/2023 07/01/2023 CITY OF MANTECA, ITS OFFICERS, OFFICIALS, EMPLOYEES, AGENTS OR VOLUNTEERS IS/ARE AN ADDITIONAL INSURED FOR GENERAL LIABILITY, BUT ONLY AS REQUIRED BY WRITTEN CONTRACT WITH RESPECT TO THE OPERATIONS OF THE NAMED INSURED. GENERAL LIABILITY AND AUTO LIABILITY COVERAGE EVIDENCED HEREIN IS CONSIDERED PRIMARY AND NON- Broad Form PD X 07/01/2023 MANTECA, CA 95337-4390 CITY OF MANTECA
ACE Fire Underwriters Insurance Company CONTRIBUTORY WHERE REQUIRED BY WRITTEN CONTRACT. X A
D
Indemnity Ins Co Of North America CN102997607-ALL.-7/1.-23-24 10,000 07/01/2024 5,000,000 XEUG71535290 005 A 5,000,000 22667 2,000,000 2,000,000 WLR C70314162 (AOS) 1050 CONNECTICUT AVENUE, SUITE 700 MARSH USA LLC.
X
WASHINGTON, DC 20036-5386
5600 LINDBERGH DRIVE
HACH COMPANY
LOVELAND, CO 80539 PO BOX 389
X
07/01/2023 1001 W CENTER ST PUBLIC WORKS
X
07/01/2023 A
Justin Llizo 07/01/2024 07/01/2024 202-258-5895 ACE American Insurance Company 30 ATTACHMENT 1
31 ATTACHMENT 1
32 ATTACHMENT 1
33 ATTACHMENT 1