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HomeMy WebLinkAboutPR 24195: PURCHASE OF REGULATORY MONITORING EQUIPMENT FOR WATER QUALITY FOR WATER PURIFICATION PLANT ene.Kv I7,'t r1 n«,- www.PortArthurTx.gov INTEROFFICE MEMORANDUM Date: March 03, 2025 To: The Honorable Mayor and City Council Through: Ronald Burton, C.P.M., City Manager From: Calvin Matthews, P.E., Water Utilities Director RE: P.R. No. 24195—Purchase of Regulatory Monitoring Equipment for Water Quality for Water Purification Plant Introduction: The purpose of this agenda item is to seek City Council's approval for the purchase of Regulatory Monitoring Equipment for water quality compliance from HACH of Loveland, Colorado. Background: The regulatory monitoring equipment is critical for maintaining water quality compliance with industry regulations and standards at the Water Purification Plant. Three vendors were solicited for quotes, and HACH of Loveland, Colorado, submitted the lowest bid in the amount of $37,262.48. Budget Impact: The total projected cost for the monitoring equipment is $37,262.48. Funds are available in Account No. 410-40-210-5318-00-00-000, Equipment Maintenance. Recommendation: It is recommended that City Council approve P.R. No. 24195, authorizing the City Manager to purchase the Regulatory Monitoring Equipment for Water Quality as outlined above. "Remember,we are here to serve the Citizens of Port Arthur" P.O.Box 1089 X Port Arthur,Texas 77641-1089 X 409.983.8101 X FAX 409.982.6743 PR No. 24195 03/03/2025 es Page 1 of 3 RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO PURCHASE REGULATORY MONITORING EQUIPMENT FROM HACH, OF LOVELAND, COLORADO WITH TOTAL PROJECTED BUDGETARY IMPACT OF $37,262.48 FUNDS ARE AVAILABLE IN WATER UTILITIES ACCOUNT NO. 410-40-210-5318-00-00-000 EQUIPMENT MAINTENANCE WHEREAS, regulatory monitoring equipment consists of tools and devices used to measure, track, and report data to ensure water quality compliance with industry standards and regulations at the Water Purification Plant; and WHEREAS,three vendors were solicited to provide quotes for the Regulatory Monitoring Equipment, as detailed in the bid tabulation attached as Exhibit"A"; and, WHEREAS, HACH of Loveland, Colorado, submitted the lowest bid in the amount of $37,262.48 for the equipment detailed and outlined in the attached Exhibit"B". NOW THEREFORE,BE IT RESOLVED BY CITY COUNCIL OF CITY OF PORT ARTHUR: THAT,the facts and opinions in the preamble are true and correct; and, THAT, the City Council hereby authorizes the City Manager to purchase the Regulatory Monitoring Equipment for water quality compliance from HACH of Loveland,Colorado for a total projected budgetary impact of$37,262.48 as delineated in Exhibit"A"; and, THAT, funding for this equipment is available in Account No. 410-40-210-5318-00-00- 000, Equipment Maintenance; and, THAT,a copy of the caption of this resolution be spread upon the minutes of City Council. PR No. 24195 03/03/2025 cs Page 2 of 3 READ, ADOPTED, AND APPROVED THIS day of 2025 at a Regular Meeting of City Council of the City of Port Arthur, Texas, by the following vote: AYES: Mayor Councilmembers: • NOES: • Thurman"Bill" Bartie Mayor ATTEST: Sherri Bellard City Secretary APPROVED ORM: Roxann Pais Cotroneo City Attorney R PR No. 24195 03/03/2025 cs Page 3 of 3 APPROVED FOR ADMINISTRATION: V#4 itirK AV'- .4 Ronald Burton, CPM r Calvin Matthews, P.E. City Manager Water Utilities Director APPROVED AS TO AVAILABILITY OF FUNDS: C( '7'7 aet) 32-2-W 9 . I Lyn a Boswell,MA, ICMA-CM Clifton illiams, CPPB Finance Director Purchasing Manager EXHIBIT A (Bid Tabulation) o o c o X o 4 0 0 a og O� 0000� 'n O O N ER `D L C0 `R Ell es eel al C1 A ..r 74 6, 4.4 tu L. CA C 61 0 0 O M V G, Z x 6 bR bR EA en p CY E ram. : ,C. N O `L Z„ N bi) O 6, 0.0 Ca p $ o 0 = 0 - © 00 0 o^ o M by r" ete U 0 aA a4 C4 CO F ,t vz in CY ° a 44 I ! II ' g 04 Co I "- EXHIBIT B (Quote) HACH Be Right`" Quotation Quote Number:101058284v8 Hach Use quote number at time of order to ensure PO Box 608 that you receive prices quoted Loveland,CO 80539-0608 Phone: (800)227-4224 Email: quotes@hach.com Website: www.hach.com Quote Date: 17-Feb-2025 Quote Expiration:16-Apr-2025 CITY OF PORT ARTHUR PURCHASING DEPT PO BOX 1089 PORT ARTHUR,TX 77641-1089 Name:Garrett Elizondo Phone:409-982-5698 Email:garrett.elizondo@portarthurtx.gov Customer Account Number:091114 Sales Contact:Bill Harrison Email:bill.harrison@hach.com Phone:832-358-1274 PRICING QUOTATION Line Part Number Description Qty Unit Price %Disc Net Unit Price Extended Price TU5 Series°TU5300sc Low Range Laser Turbidimeter with Flow 1 LXV445.99.53112 Sensor,Automatic Cleaning,RFID,and System Check,EPA Version. 3,985.00 20% 3,188.00 19,128.00 Standard lead time 10 days. SC4500 Controller,Prognosys,5x mA Output,1 digital Sensor, 2 LXV525.99A11501 100-240 VAC,without power cord.LOQ lead time 15 days.. 3,314.00 20% 2,651.20 15,907.20 Standard lead time 3 days. LXZ524.99.00005 SC4x00 UV Protection Screen with Sunroof.Standard lead time 3 © 470.00 20% 376.00 1,880.00 days. Grand Total Discount $ 9,228.80 EST FREIGHT $ 369.15 Grand Total $ 37,284.35 TERMS OF SALE Page 1 of 2 Freight:Ground Prepay and Add FCA:Hach's facility ALL LEAD TIMES ARE ESTIMATED AND NOT GUARANTEED. All purchases of Hach Company products and/or services are expressly and without limitation subject to Hach Company's Terms 8 Conditions of Sale("Hach TCS"),incorporated herein by reference and published on Hach Company's website at www.hach.com/terms. Hach TCS 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 the Hach TCS:(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 the Hach TCS are not part of the Contract. Due to International regulations,a U.S.Department of Commerce Export License may be required.Hach reserves the right to approve specific shipping agents.Wooden boxes suitable for ocean shipment are extra.Specify final destination to ensure proper documentation and packing suitable for International transport.In addition,Hach may require:1).A statement of intended end-use;2).Certification that the intended end-use does not relate to proliferation of weapons of mass destruction(prohibited nuclear end use,chemical/biological weapons,missile technology);and 3).Certification that the goods will not be diverted contrary to U.S.and/or applicable laws in force in Buyer's jurisdiction. ORDER TERMS: Terms are Subject to Credit Review In order for Hach to process the order as quickly as possible,please provide the following information. •Complete Billing address. •Complete Shipping address. •Part numbers and quantities of items being ordered. •Please reference the quotation number on your purchase order If the order is over$25,000 Hach will also require the following additional information. •Pncing •Purchase Order Number •Freight terms and INCO term FOB Origin or FCA Shipping Point •Required delivery date •Vendor name should specify"Hach Company'with the Loveland address: o Hach,PO Box 389,Loveland,CO 80539 •Credit terms of payment.Default payment terms are Net 30. •Indicate if order needs to ship complete or if it can ship partial. •Tax status •Special invoicing instructions Sales tax is not included on quote.Applicable sales tax will be added to the invoice based on the U.S.destination,if applicable provide a resale/exemption certificate. Shipments will be prepaid and added to invoices unless otherwise specified. Equipment quoted operates with standard U.S.supply voltage. Hach standard terms and conditions apply to all sales. Additional terms and conditions apply to orders for service partnerships. Paces do not include delivery of product.Reference attached Freight Charge Schedule and Collect Handling Fees. This Quote is good for a one time purchase Virtual and/or on-site training must be scheduled/completed within 30 days of order,or the pnce will be subject to change. Sales Contact: Name: Bill Harrison Title: Regional Key Account Manager Phone: 832-358-1274 Email: bill.harrison@hach.com Page 2 of 2 HACH COMPANY Headquarters U.S.A. Remittance P.O.Box 389 Phone: 800-227-4224 2207 Collections Center Drive 5600 Lindbergh Drive Fax: 970-669-2932 Chicago,IL 60693 HACH Loveland,CO80539-0389 E-Mail: orders@hach.com quotes@hach.com VYre Transfers Purchase Orders techhelp@hach.cor n Bank of America Be Right' PO Box 608 Export 231 S.LaSalle St. 9 Loveland,CO 80539-0608 Phone:970-669-3050 Chicago,IL 60604 Fax: 970-461-3939 Account:8765602385 Quotation Addendum WebSite: www.hach.com Email: intl@hach.com Routing(ABA):071000039 ADVANTAGES OF WORKING WITH HACH 41) Hach Service Pick&Ship"" Technical Support Protect yourinvestment&peace of mind Pick&Ship"^Program offers a betterway to Provides post-sale instrumentation and ✓ A global partnerwho understands your keep yoursupplies in stock application support needs ✓ Convenience of one purchase orderforthe ✓ Hach's highly skilled Technical ✓ Delivers timely, high-quality service you entire year Support staff is dedicated to helping can trust ✓ Flexibility to change,cancel or create new you resolve technical issues before, ✓ Provides team of unique experts to help orders during and after the sale. you maximize instrument uptime ✓ Savings from locking in prices&thus ✓ Available via phone,e-mail,or live ✓ Ensure data integrity avoiding price surges and rush charges online chat at Hach.com! ✓ Maintain operational stability ✓ Peace of mind with automatic,reliable ✓ Fast access to answers at ✓ Reduce compliance risk shipments just as you need them https://supoort.hach.com ✓ Toll-free phone:800-227-4224 ✓ E-mail:techhelp@hach.com www.hach.com/service-contracts www.Hach.com/pickandship www.Hach.com ADVANTAGES OF SIMPLIFIED SHIPPING AND HANDLING Safe&Fast Delivery Save Time-Less Hassle Save Money ✓ Receive tracking numbers on your order ✓ No need to set up deliveries for orders or to ✓ No additional invoice to process- acknowledgement schedule pickup save on time and administrative costs ✓ Hach will assist with claims if an order is ✓ Hach ships order as product is available,at ✓ Only pay shipping once,even if lost or damaged in shipment no additional charge,when simplified multiple shipments are required . shipping and handling is used. STANDARD SIMPLIFIED SHIPPING AND HANDLING CHARGES 1, 4 a 4 Pricing Effective 7/13/2024 Collect 4 Standard Second Day Next Day Second Day Next Day Handling Fee Total Price of Surface Delivery Delivery Delivery Delivery Effective Merchandise Ordered (Mainland USA) (Mainland USA) (Mainland USA) (Alaska&Hawaii) (Alaska&Hawaii) 7/132024 $0.00-$49.99 $10.75 $26.89 $50.14 $43.15 $82.02 $8.00 $50.00-$149.99 $12.90 $38.02 $71.75 $54.52 _ $103.65 $8.00 $150.00-$349.99 $15.05 $40.15 $81.79 $55.37 $106.26 $8.00 4$350.00-$649.99 $17.20 $44.98 $89.44 $56.22 $108.87 $8.00 $650.00-$949.99 $17.20 1 $54.49 $112.39 $66.20 $128.13 $8.00 $950.00-$1,999.99 $30.10 $64.01 $135.34 $76.17 $147.38 $8.00 $2,000.00-$3,999.99 $30.10 $79.14 $165.12 $91.12 $176.99 $8.00 $4,000.00-$5,999.99 $53.75 1 $94.27 $194.90 $106.06 $206.59 $8.00 $6,000.00-$7,999.99 $64.50 $108.99 $225.36 $118.80 $229.04 $8.00 $8,000.00-$9,999.99 $96.75 $162.82 $318.16 $174.21 $330.40 $8.00 Over$10,000 1.0%of Net 1.8%of Net 2.8%of Net 1.8%of Net 2.8%of Net $8.00 OrderValue Order Value Order Value Order Value Order Value 1 Shipping &Handling charges shown are only applicable to orders billing and shipping to U.S.destinations. Shipping &Handling charges will be prepaid and added to invoice. Shipping &Handling for the Pick&Ship Program is charged on each shipment release and is based on the total price of each shipment release. Shipping &Handling charges are subject to change without notice. 2 Additional Shipping &Handling charges will be applied to orders containing bulky and/or especially heavy orders. Refrigerated and all weather Samplers do not qualify for simplified Shipping &Handing charges,and are considered heavy products. Dissolved Oxygen Sensors can be damaged if exposed to temps below freezing,causing sensor failure. Must be shipped over right or 2nd day air during the cold weather months. 3 Orders shipping to Alaska or Hawaii:Addtional Shipping&Handling charges may be applied at time of order processing. Second Day and Next Day delivery is not available to all destinations. 4 Hach Company will assess a collect handing fee on orders with collect shipping terms. This handing fee covers the additional costs that Hach Company incurs from processing and managing collect shipments. Due to variations in component characteristics, regulatory transportation requirements and/or associated shipping and handing costs, individual kit components may or may not be packaged together in a single carton at time of final packaging and shipping. SALES TAX Sales Tax is not included in the attached quotation. Applicable sales and usage taxes will be added to yoir invoice,atthe time of order,based on U.S.destination of goods,unless a valid resale/exemption certificate for destination state is provided to the above addressor fax number,attention of the Tax Dept HACH COMPANY ',600 t mdbergh Dave I PO Box 389 I Loveland,Colorado 80539 I P 970 669 3050 1 F 970 669 2932 hach corn TERMS & CONDITIONS OF SALE FOR HACH COMPANY PRODUCTS AND SERVICES card payment in advance of delivery.In the event payments are not made or This document sets forth the Terms & Conditions of Sale for goods ns manufactured and/or supplied,and services provided,by Hach Company of providedot made int law,timely manner,declareah may,inBuyer's addition to all other breachrem and Loveland, Colorado ("Hach") and sold to the original purchaser thereof terminateat either: for withholdperforfuturemance a inh and ("Buyer"). Unless otherwise specifically stated herein, the term "Hach" this Contracaret made; e;de(c)deliver v) reshipments shipments ant- includes only Hach Company and none of its affiliates. Unless otherwise delinquent ocash-in-advance payments e made;(n futuredelinquencyis c re a)d)ca charge specifically stated in a previously-executed written purchase agreement order or cash dedvance basis rate -theloe andone cured; rc charge signed by authorized representatives of Hach and Buyer, these Terms & interest on the delinquency at a rate of 1 by-1 law,/2%(one and half percent)or)per Conditions of Sale establish the rights,obligations and remedies of Hach and month or the delinquencymaxnm rate paypermment plusd ifbl lower,for each month orn part Buyer which apply to this offer and any resulting order or contract for the sale thereof yo artgr in payment sse applicable storagefor charges e and/or of Hach's goods and/or services("Products"). inventory carrying charges;(e) repossess the Products for which payment has not been made; (f) recover all costs of collection including reasonable 1. APPLICABLE TERMS & CONDITIONS: These Terms & of Sale attorney's fees;or(g)combine any of the above rights and remedies as is are APPLICcontaiABLE d directlyEM CONDITIONS: IOby reference in & Conditionso offer, order practicable and permitted by law.Buyer is prohibited from setting off any and acknowledgment, and invoice documents. The first of the following acts all monies owed under this from any other sums,whether liquidated or not,that constitutes an acceptance of Hach's offer and not a counteroffer and creates a are or may be due Buyer,which arise out of a different transaction with Hach contract of sale("Contract")in accordance with these Terms&Conditions:(i) or any of its affiliates. Should Buyer's financial responsibility become Buyer's issuance of a purchase order document against Hach's offer; (ii) unsatisfactory to Hach in its reasonable discretion,Hach may require cash acknowledgement of Buyer's order by Hach;or(iii)commencement of any payment or other security.If Buyer fails to meet these requirements,Hach may treat such failure as reasonable grounds for repudiation of this Contract, performance by Hach pursuant to Buyer's order. Provisions contained in in which case reasonable cancellation charges shall be due Hach.Buyer Buyer's purchase documents(including electronic commerce interfaces)that grants Hach a security interest in the Products to secure payment in full, materially alter, add to or subtract from the provisions of these Terms & which payment releases the security interest but only if such payments could Conditions of Sale are not a part of the Contract. not be considered an avoidable transfer under the U.S. Bankruptcy Code or other applicable laws. Buyer's insolvency,bankruptcy, assignment for the 2. CANCELLATION:Buyer may cancel goods orders subject to fair charges for Hach's expenses including handling,inspection,restocking,freight and benefitt toof creditors,ffars,or dissolutionthis Contractr termination affordsd o the existence of remedies f invoicing charges as applicable,provided that Buyer returns such goods to constitutes secureds a default underthis.C.,aswell and thee Hach alls the of Hach at Buyer's expense within thirty(30)days of delivery and in the same a party under the U.C.C.,as as the remedies stated above for condition as received.Buyer may cancel service orders on ninety(90)days late payment or non-payment.See 120 for further wire transfer requirements. prior written notice and refunds will be prorated based on the duration of the 7. LIMITED WARRANTY:Hach warrants that Products sold hereunder will be service plan. Inspections and re-instatement fees may apply upon cancellation free from defects in material and workmanship and will, when used in or expiration of service programs.Seller may cancel all or part of any order accordance with the manufacturer's operating and maintenance instructions, prior to delivery without liability if the order includes any Products that Seller conform to any express written warranty pertaining to the specific goods determines may not comply with export,safety,local certification,or other purchased,which for most Hach instruments is for a period of twelve (12) applicable compliance requirements. months from delivery.Hach warrants that services furnished hereunder will be 3. DELIVERY:Delivery will be accomplished FCA Hach's facility located in free from defects in workmanship for a period of ninety(90) days from the f Ames,Iowa or Loveland,Colorado,orRomeoviie,mots United States(Incoterms coservicesmpletion oa of the refus.rbished Parts provided by Hach in equivalentva performance s. 2020).Legal title and risk of loss or damage pass to Buyer upon transfer to the Any may iob new or s aher parts by Hoch shall become to new parts. first carrier. Hach will use commercially reasonable efforts to deliver the oof Hach.functioning parts that are repaired too o Hamahle itemssuch the property Products ordered herein within the time specified on the face of this Contract limitation,Hach.No warranties bare extended to consumable ight as,ll her or,if no time is specified, within Hach's normal lead-time necessary for Hach to guarantees, warranties, reagents, batteries, mercurys cells,re and light bulbs. All other deliver the Products sold hereunder.Upon prior agreement with Buyer and dwhetherraai underndi any and representations, either express or for an additional charge, Hach will deliver the Products on an expedited basis. implied, arising statute, law, commercial usage or Standard service delivery hours are 8 am-5 pm Monday through Friday, otherwise,lar including impliede hereby w excluded.de Theme sole remedyity and fitness for t particular purpose,are sole for Products not excluding holidays. meeting this Limited Warranty is replacement,credit or refund of the purchase 4. INSPECTION: Buyer will promptly inspect and accept any Products price.This remedy will not be deemed to have failed of its essential purpose so delivered pursuant to this Contract after receipt of such Products.In the event long as Hach is willing to provide such replacement,credit or refund. the Products do not conform to any applicable specifications, Buyer will promptly notify Hach of such nonconformance in writing.Hach will have a .party'sINDEMNIFICATION:successors-in-interest, rest, assignees, Indemnificatione applies to a party and to suchd reasonable opportunity to repair or replace the nonconforming product at its employees se ("Indemnified Pa ie s).Hach, is affiliates, directors,for 'will defend,and option. Buyer will be deemed to have accepted any Products delivered mifyandIndemnified ss the u I is responsibleP for anda will hereunder and to have waived any such nonconformance in the event such a indemnify hold harmless the Buyer Indemnified Parties against all losses, written notification is not received by Hach within thirty(30)days of delivery. claims,amexpenses or damages whichb may result Limitedftom accident, injury,is damage,or death due to Hach's breach of the Warranty.Buyer is 5. PRICES& ORDER SIZES:All prices are in U.S.dollars and are based on responsible for and will defend, indemnify and hold harmless the Hach deivery as stated above.Prices do not include any charges for services such as mayymnifled fromP accsident, against all losses,claims,death expensesetoor damages which use insurance; brokerage fees; sales, use, inventory or excise taxes; import or result aof any goodso damage,or due ,orn breach omf any export duties;special financing fees;VAT,income or royalty taxes imposed or provision of this of trt or Buyer,violations eos law,thosethe employedoy any outside the U.S.;consular fees;special permits or licenses;or other charges contled of this Contract withby the Buyer,its affiliates,orompens mm by, imposed upon the production,sale,distribution,or delivery of Products.Buyer if any,does or in privity them. Buyer'sm workers'compensation immunity, will either pay any and all such charges or provide Hach with acceptable if any, not preclude or limit its indemnification obligations. exemption certificates, which obligation survives performance under this 9. PATENT PROTECTION:Subject to all limitations of liability provided herein, Contract.Hach reserves the right to establish minimum order sizes and will Hach will, with respect to any Products of Hach's design or manufacture, advise Buyer accordingly. indemnify Buyer from any and all damages and costs as finally determined by All payments must be made in U.S. dollars. For Internet a court of competent jurisdiction in any suit for infringement of any U.S.patent 6. PAYMENTS: price is due at the time andmanner set forth at (or European patent for Products that Hach sells to Buyer for end use in a orders, the purchaseAll by www.hach.com.Invoices for all other orders are due and payable NET 30 memberreasonof state of the E.U.)thate ohar issued ua iso soldthd tod Buyeruyry date,r solelyerand DAYS from date of the invoice without regard to delays for inspection or fromreasonable the sale expenses normal useef asy Products defense ofs hereunder ach transportation,with payments to be made by check to Hach at the above does notunert athe insured by Buovi ie hatB of promptlyom suit if Hachs address or by wire transfer to the account stated on the front of Hach's invoice, does not undertake the defense thereof,provided that Buyer notifies or for customers with no established credit,Hach may require cash or credit TERMS AND CONDITIONS OF SALE FOR HACH® PRODUCTS Hach of such suit and offers Hach either(i)full and exclusive control of the prework not complete per proposal;or(g) any repairs required to ensure defense of such suit when Products of Hach only are involved,or(ii)the right equipment meets manufacturer's specifications upon activation of a service to participate in the defense of such suit when products other than those of agreement. Hach ore also involved. Hach's warranty as to use patents only applies to infringement arising solely out of the inherent operation of the Products 14. SITE ACCESS / PREPARATION / WORKER SAFETY / ENVIRONMENTAL according to their applications as envisioned by Hach's specifications.In case COMPLIANCE:In connection with services provided by Hach,Buyer agrees to the Products are in such suit held to constitute infringement and the use of the permit prompt access to equipment.Buyer assumes full responsibility to back- Products is enjoined,Hach will,at its own expense and at its option,either up or otherwise protect its data against loss,damage or destruction before procure for Buyer the right to continue using such Products or replace them services are performed.Buyer is the operator and in full control of its premises, with non-infringing products,or modify them so they become non-infringing, including those areas where Hach employees or contractors are performing or remove the Products and refund the purchase price (prorated for service,repair and maintenance activities.Buyer will ensure that all necessary depreciation)and the transportation costs thereof.The foregoing states the measures are taken for safety and security of working conditions,sites and entire liability of Hach for patent infringement by the Products.Further,to the installations during the performance of services.Buyer is the generator of any same extent as set forth in Hach's above obligation to Buyer,Buyer agrees to resulting wastes,including without limitation hazardous wastes.Buyer is solely defend,indemnify and hold harmless Hach for patent infringement related to responsible to arrange for the disposal of any wastes at its own expense.Buyer (x) any goods manufactured to the Buyer's design, (y)services provided in will,at its own expense,provide Hach employees and contractors working on accordance with the Buyer's instructions,or(z)Hach's Products when used in Buyer's premises with all information and training required under applicable combination with any other devices,parts or software not provided by Hach safety compliance regulations and Buyer's policies.If the instrument to be hereunder. 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 10. TRADEMARKS AND OTHER LABELS:Buyer agrees not to remove or alter space.Hach service technicians will not work in Confined Spaces.In the event any indicia of manufacturing origin or patent numbers contained on or within that a Buyer requires Hach employees or contractors to attend safety or the Products,including without limitation the serial numbers or trademarks compliance training programs provided by Buyer,Buyer will pay Hach the on nameplates or cast,molded or machined components. standard hourly rate and expense reimbursement for such training attended. The attendance at or completion of such training does not create or expand any 11. SOFTWARE AND DATA. All licenses to Hach's separately-provided warranty or obligation of Hach and does not serve to alter,amend,limit or software products are subject to the separate software license agreement(s) supersede any part of this Contract. accompanying the software media and/or included as an Appendix to these Terms&Conditions of Sale.Except to the extent such express licenses 15. LIMITATIONS ON USE: Buyer will not use any Products for any purpose conflict with the remainder of this paragraph,the following also applies other than those identified in Hach's catalogs and literature as intended relative to Hach's software:Hach grants Buyer only a personal,non-exclusive uses.Unless Hach has advised the Buyer in writing,in no event will Buyer use license to access and use the software provided by Hach with Products any Products in drugs,food additives,food or cosmetics,or mecical appications purchased hereunder solely as necessary for Buyer to enjoy the benefit of the for humans or animals. In no event will Buyer use in any application any Products.A portion of the software may contain or consist of open source Product that requires FDA 510(k)clearance unless and only to the extent the software,which Buyer may use under the terms and conditions of the Product has such clearance.Buyer will not sell,transfer,export or re-export specific license under which the open source software is distributed.Buyer any Hach Products or technology for use in activities which involve the agrees that it will be bound by all such license agreements.Title to software design,development,production,use or stockpiling of nuclear,chemical or remains with the applicable licensor(s). In connection with Buyer's use of biological weapons or missiles,nor use Hach Products or technology in any Products, Hach may obtain,receive,or collect data or information, facility which engages in activities relating to such weapons.Unless the"ship- including data produced by the Products.In such cases, Buyer grants Hach to"address is in California,U.S.A.,the Products are not intended for sale in a non-exclusive,worldwide, royalty-free,perpetual,non-revocable license California and may lack markings required by California Proposition 65; to use,compile,distribute,display,store,process,reproduce,or create accordingly,unless Buyer has ordered Products specifying a California ship-to derivative works of such data,or to aggregate such data for use in an address,Buyer will not sell or deliver any Hach Products for use in California. anonymous manner,solely to facilitate marketing,sales and R&D activities of Any warranty granted by Hach is void if any goods covered by such warranty Hach and its affiliates. are used for any purpose not permitted hereunder. 12. PROPRIETARY INFORMATION; PRIVACY: Subject to Texas PIA, 16. EXPORT AND IMPORT LICENSES AND COMPLIANCE WITH LAWS: "Proprietary Information"means any information, technical data or Unless otherwise specified in this Contract,Buyer is responsible for obtaining know-how in whatever form,whether documented,contained in machine any required export or import licenses.Buyer will comply with all laws and readable or physical components,mask works or artwork, or otherwise, regulations applicable to the installation or use of all Products, including which Hach considers proprietary,including but not limited to service and applicable import and export control laws and regulations of the U.S.,E.U.and maintenance manuals.Buyer and its customers,employees and agents will any other country having proper jurisdiction, and will obtain all necessary keep confidential all such Proprietary Information obtained directly or export licenses in connection with any subsequent export,re-export,transfer indirectly from Hach and will not transfer or disclose it without Hach's prior and use of all Products and technology delivered hereunder.Buyer will comply written consent,or use it for the manufacture,procurement,servicing or with all local,national,and other laws of all jurisdictions globally relating to calibration of Products or any similar products,or cause such products to be anti-corruption, bribery, extortion, kickbacks, or similar matters which are manufactured,serviced or calibrated by or procured from any other source, applicable to Buyer's business activities in connection with this Contract, or reproduce or otherwise appropriate it.All such Proprietary Information including but not limited to the U.S.Foreign Corrupt Practices Act of 1977,as remains Hach's property.No right or license is granted to Buyer or its amended(the"FCPA").Buyer agrees that no payment of money or provision customers,employees or agents,expressly or by implication,with respect to of anything of value will be offered,promised,paid or transferred,directly or the Proprietary Information or any patent right or other proprietary right indirectly,by any person or entity,to any government official,government of Hach,except for the limited use licenses implied by law.Hach will employee,or employee of any company owned in part by a government, manage Customer's information and personal data in accordance with its poitical party,poitical party official,or candidate for any government office or Privacy Policy,located at http://www.hach.com/privacypolicv. political party office to induce such organizations or persons to use their authority or influence to obtain or retain an improper business advantage for 13. CHANGES AND ADDITIONAL CHARGES:Hach reserves the right to make Buyer or for Hach,or which otherwise constitute or have the purpose or effect design changes or improvements to any products of the same general class of pubic or commercial bribery,acceptance of or acquiescence in extortion, as Products being delivered hereunder without liability or obligation kickbacks or other unlawful or improper means of obtaining business or any to incorporate such changes or improvements to Products ordered by improper advantage,with respect to any of Buyer's activities related to this Buyer unless agreed upon in writing before the Products' delivery date. Contract. Hach asks Buyer to"Speak Up!"if aware of any violation of law, Services which must be performed as a result of any of the following regulation or our Standards of Conduct("SOC")in relation to this Contract.See conditions are subject to additional charges for labor, travel and parts: www.ethicsaoint.veralto.com and Integrity and compliance (a) equipment alterations not authorized in writing by Hach; (b) damage -Veralto for a copy of the SOC and for access to our Helpline portal. resulting from improper use or handling,accident,neglect,power surge,or operation in an environment or manner in which the instrument is not 17. RELATIONSHIP OF PARTIES: Buyer is not an agent or representative of designed to operate or is not in accordance with Hach's operating Hach and will not present itself as such under any circumstances unless and manuals;(c)the use of parts or accessories not provided by Hach; (d) to damage resulting from acts of war,terrorism or nature; (e) services outside standard business hours; (f) site Confidential-Company Proprietary v.2024.07.16 2 TERMS AND CONDITIONS OF SALE FOR HACH® PRODUCTS the extent it has been formally screened by Hach's compliance department and rejects any additional or inconsistent Terms&Conditions of Sale offered by received a separate duly-authorized letter from Hach setting forth the scope and Buyer at any time,whether or not such terms or conditions materially alter the limitations of such authorization. Terms&Conditions herein and irrespective of Hach's acceptance of Buyer's order for the described goods and services. 18. FORCE MAJEURE:Hach is excused from performance of its obligations under this Contract to the extent caused by acts or omissions that are beyond 24. APPENDICES: If checked,the following Appendices are attached its control of,including but not limited to Government embargoes,blockages, hereto and incorporated by reference into these Terms&Conditions of seizures or freeze of assets, delays or refusals to grant an export or import Sale: 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; 0 CLAROS SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT 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. 19. 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. 20. FUNDS TRANSFERS (PAYMENTS): Buyer and Hach 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, Buyer must verbally confirm any new or changed bank transfer or mailing instructions by calling Hach at+1-970-663-1377 and speaking with Hach's Credit Manager 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. 21. LIMITATION OF LIABILITY:None of the Hach Indemnified Parties will be liable to any Buyer Indemnified Parties 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 any Buyer Indemnified Parties'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. 22. 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 Texas 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 Texas U.S.A.if Buyer has minimum contacts with Texas and the U.S.,(ii)elsewhere in the U.S.if Buyer has minimum contacts with the U.S.but not Texas, or(iii) in a neutral location if Buyer does not have minimum contacts with the United States. 23. ENTIRE AGREEMENT, TERM & MODIFICATION: These Terms & Conditions of Sale constitute the entire agreement between the parties and supersede any prior agreements or representations,whether oral or written. Upon thirty (30) days prior written notice, Hach may, in its sole discretion, elect to terminate any order for the sale of Products and provide a pro-rated refund for any pre-payment of undelivered Products. 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 represerf@tjyfid1 ct 1-Company Proprietary Hach v.2024.07.16 3