HomeMy WebLinkAboutR2025-086 20250609RESOLUTION NO. R2025-86
A Resolution of the City Council of the City of Pearland, Texas, awarding a
three-year contract for water quality monitoring instrumentation to Hach
Company, in the estimated amount of $235,655.83, for the period of June 20,
2025, through June 19, 2028.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. Pursuant to Section 252.022 (a) (7) of the Texas Local Government Code,
the City may procure products that are available from only one source.
Section 2. That the City Council hereby awards a contract to Hach Company, in the
amount reflected in Exhibit “A” attached hereto.
Section 3. That the City Manager or his designee is hereby authorized to execute a
contract with Hach Company, for water quality monitoring instrumentation.
PASSED, APPROVED and ADOPTED this the 9th day of June, A.D., 2025.
________________________________
J.KEVIN COLE
MAYOR
ATTEST:
________________________________
FRANCES AGUILAR, TRMC, MMC
CITY SECRETARY
APPROVED AS TO FORM:
________________________________
DARRIN M. COKER
CITY ATTORNEY
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Service Contract Standard Form. Approved as to Legal
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City of Pearland
3519 Liberty Drive
Pearland, TX 77581
SERVICE CONTRACT NO. S0525-04
Water Quality Monitoring Instrumentation Service
THIS CONTRACT ("Contract") is entered into by and between the City of Pearland, a Texas home-rule
municipal corporation (“City”) and Hach Company (“Contractor"), and consisting of the following parts:
I.Summary of Contract Terms
II.Signatures
III.Standard Contractual Provisions
IV.Special Terms and Conditions
V.Additional Contract Attachments
I.Summary of Contract Terms.
Contractor:Hach Company
5600 Lindbergh Drive
Loveland, CO 80539
Description of Services: Contractor will provide Service Partnership for Water Quality
Monitoring Instrumentation per the specifications of Partnership
Number HACH1059700.
Contract Amount: $235,655.83
Effective Date: June 20, 2025
End Date: June 19, 2028
Renewals: 0
Resolution No/Bid No: R2025-86 / Sole Source Partnership Number: HACH1059700
II.Signatures
CITY OF PEARLAND CONTRACTOR
Purchasing Officer Date
Title:
Date:
*Signed by:Date
Superintendent/Manager
Director
Deputy/Assistant City Manager
City Manager
*City Contract Signature Authority:Superintendent/Manager – up to $10,000
Director - $10,001 - $30,000
City Manager/Deputy/Assistant City Manager - $30,001 +
City Council Resolution over $50,000
Sr. Manager, NA Commercial Service
**
**subject to contract addendum attached hereto
6/11/2025
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6/16/2025 | 8:16 AM CDT
6/12/2025 | 8:25 AM CDT
Service Contract Standard Form. Approved as to Legal
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II.a. Signatures - Contract Clause Addendum
State of Texas laws require that entities utilizing public funds incorporate the following contract clauses into
all agreements involving the distribution of such funds.
Please sign to acknowledge compliance with the conditions below.
Name of Authorized Contractor Representative: _____________________________________
Signature: ______________________________________
Date: ________________
Required Contract Clauses
A.Texas Government Code - Chapter 2271. Prohibition on Contracts with Companies that Boycott
Israel. By signing this Agreement, the CONTRACTOR/CONSULTANT certifies that, if it is a
company with at least 10 full-time employees and has a value of at least
$100,000 that is paid wholly or partly from public funds, that it:
a. does not boycott Israel; and
b.will not boycott Israel during the term of the contract.
B.Texas Government Code - Chapter 2274. Prohibition on Contracts with Companies that
Discriminate Against Firearm and Ammunition Industries. By signing this Agreement, the
CONTRACTOR/CONSULTANT certifies that, if it is a company with at least 10 full-time
employees and has a value of at least $100,000 that is paid wholly or partly from public funds,
that it:
a.does not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and
b.will not discriminate during the term of the contract against a firearm entity or firearm trade
association.
C.Texas Government Code - Chapter 2276. Prohibition on Contracts with Companies Boycotting
Certain Energy Companies. By signing this Agreement, the CONTRACTOR/CONSULTANT
certifies that, if it is a company with at least 10 full-time employees and has a value of at least
$100,000 that is paid wholly or partly from public funds, that it:
a. does not boycott energy companies; and
b.will not boycott energy companies during the term of the contract.
III.Standard Contract Provisions
WHEREAS, Contractor has bid to provide Services (“Services”) in response to Request for
Bid/Proposal/Sole Source Partnership Number HACH1059700 (“Solicitation”), which Solicitation
includes the required scope of work and all specifications and which Solicitation and the
Contractor’s bid or proposal response, as applicable, are incorporated by reference in this Contract
as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1.Scope. Contractor will provide Services in accordance with the attached Scope of Work, as
detailed in Attachment A, the content of which is incorporated by reference into this Contract
as if fully set out here in its entirety, and in accordance with Exhibit 2.
2.Term. This Contract is for three (3) years, with performance commencing upon the effective
date or the date of issuance of the notice to proceed issued by the Contract Administrator or
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the Purchasing Division, or upon the performance date listed in the notice to proceed,
whichever is later. The parties may mutually extend the Term of this Contract for up to zero
(0)additional one-year periods (“Option Period(s)”), provided, the parties do so by written
amendment prior to the expiration of the original term or the then-current Option Period. The
City’s extension authorization must be executed by the City Manager or designee.
3.Compensation and Payment. This Contract is for an amount not to exceed $235,655.83,
subject to approved extensions and changes. Payment will be made for Services completed
and accepted by the City within thirty (30) days of acceptance, subject to receipt of an
acceptable invoice. Contractor shall invoice no more frequently than once per month. All
pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in
Attachment B, the content of which is incorporated, in its entirety, by reference into this
Contract. Any amount not expended during the initial term or any option period may, at the
City’s discretion, be allocated for use in the next option period.
Invoices will be emailed to the following email address with a copy provided to the Contract
Administrator:
City of Pearland
Attn: Accounts Payable
Email: accountspayable@pearlandtx.gov
4.Contract Administrator. The Contract Administrator designated by the City is responsible
for approval of all phases of performance and operations under this Contract, including
deductions for non-performance and authorizations for payment. The City’s Contract
Administrator for this Contract is as follows:
Name: City of Pearland – Purchasing Officer
For Department: Utilities – Pearland Water – Water Production
Phone: 281.652.1600
Email: purchasing@pearlandtx.gov
5.Insurance; Bonds.
(A)Before performance can begin under this Contract, the Contractor must deliver a
Certificate of Insurance (“COI”), as proof of the required insurance coverages, to the
City’s Contract Administrator. Additionally, the COI must state that the City shall be
provided no less than thirty (30) days’ advance written notice of cancellation, material
change in coverage, or intent not to renew any of the policies. The City must be named
as an additional insured. The City Attorney must be given copies of all insurance
policies within ten (10) days of the City Manager or his designee’s written request.
Insurance requirements are as stated in Attachment C, the entirety of which is
incorporated by reference into this Contract.
(B)Contractor shall provide any required payment bond, performance bond, or both, prior
to commencement of performance under this Contract. The terms, conditions, and
amounts of the bonds and appropriate surety information shall be included in the
RFB/RFP or as may be added to Attachment C, and such content, the entirety of
which, shall be incorporated into this Contract.
6.Purchase Release Order. For multiple-release purchases of Services provided by the
Contractor over a period of time, the City will exercise its right to specify time, place and
quantity of Services to be delivered in the following manner: the authorized City department
or division shall send to Contractor a purchase release order signed by an authorized agent
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of the department or division. The purchase release order shall refer to this Contract, and
Services shall not be rendered until the Contractor receives the signed purchase release
order.
7.Inspection and Acceptance. City may inspect all Services and products supplied before
acceptance. Any Services or products that are provided but not accepted by the City must be
corrected or re-worked immediately at no charge to the City. If immediate correction or re-
working at no charge cannot be made by the Contractor, a replacement service may be
procured by the City on the open market and any costs incurred, including additional costs
over the item’s bid/proposal price, shall be paid by the Contractor within thirty (30) days of
receipt of City’s invoice.
8.Warranty.
(A)The Contractor warrants that all products supplied under this Contract are new, quality
items that are free from defects, fit for their intended purpose, and of good material and
workmanship. The Contractor warrants that it has clear title to the products and that
the products are free of liens or encumbrances.
(B)In addition, the products purchased under this Contract shall be warranted by the
Contractor or, if indicated in Attachment D by the manufacturer, for the period stated
therein. Attachment D, the entirety of which, is attached to this is incorporated into this
Contract.
(C)Contractor warrants that all Services will be performed in accordance with the standard
of care used by similarly situated contractors performing similar services.
9.Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule
are estimates only and do not obligate the City to order or accept more than the City’s actual
requirements nor do the estimates restrict the City from ordering less than its actual needs
during the term of the Contract including any Option Period. Substitutions and deviations from
the City’s product requirements or specifications are prohibited without the prior written
approval of the Contract Administrator.
10.Non-Appropriation. The continuation of this Contract after the close of any fiscal year of the
City, which fiscal year ends on September 30th annually, is subject to appropriations and
budget approval specifically covering this Contract as an expenditure in said budget, and it is
within the sole discretion of the City’s City Council to determine whether or not to fund this
Contract. The City does not represent that this budget item will be adopted, as said
determination is within the City Council's sole discretion when adopting each budget.
11.Independent Contractor. Contractor shall perform all work required by this Contract as an
independent contractor and will furnish such Services in its own manner and method, and
under no circumstances or conditions will any agent, servant or employee of the Contractor
be considered an employee of the City.
12.Subcontractors. In performing the Services, the Contractor will not enter into subcontracts
or utilize the services of subcontractors unless the subcontractors were identified in the
bid/quote/proposal or approved by the Contract Administrator.
13.Amendments. This Contract may be amended or modified only in writing and executed by
authorized representatives of both parties.
14.Waiver. No waiver by either party of any breach of any term or condition of this Contract
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waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes,
unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be
provided proof of payment of these taxes within 15 days of such request.
16. Notice. Any notice required under this Contract must be given by hand delivery, or certified
mail, postage prepaid, and is deemed received on the day hand-delivered or on the third day
after postmark if sent by certified mail. Notice must be sent as follows:
IF TO CITY:
City of Pearland
Attn: Will Marquez
Title: Water Production Supervisor
Address: 2016 Old Alvin Road, Pearland, TX 77581
Phone: 281.652.1900
IF TO CONTRACTOR:
Hach Company
Attn: Danny Jacobson
Title: Regional Sales Manager
Address: 5600 Lindbergh Drive, Loveland, CO 80536
Phone: 800.227.4224 x6453
17. Liability and Indemnity. ANY PROVISION OF ANY ATTACHED CONTRACT
DOCUMENT THAT LIMITS THE CONTRACTOR’S LIABILITY TO THE CITY OR
RELEASES THE CONTRACTOR FROM LIABILITY TO THE CITY FOR ACTUAL OR
COMPENSATORY DAMAGES, LOSS, OR COSTS ARISING FROM THE
PERFORMANCE OF THIS CONTRACT OR THAT PROVIDES FOR
CONTRACTUAL INDEMNITY BY ONE PARTY TO THE OTHER PARTY TO THIS
CONTRACT IS NOT APPLICABLE OR EFFECTIVE UNDER THIS CONTRACT.
EXCEPT WHERE AN ADDITIONAL CONTRACT DOCUMENT PROVIDED BY THE
CITY PROVIDES OTHERWISE, EACH PARTY TO THIS CONTRACT IS
RESPONSIBLE FOR DEFENDING AGAINST AND LIABLE FOR PAYING ANY
CLAIM, SUIT, OR JUDGMENT FOR DAMAGES, LOSS, OR COSTS ARISING FROM
THAT PARTY'S NEGLIGENT ACTS OR OMISSIONS IN THE PERFORMANCE OF
THIS CONTRACT IN ACCORDANCE WITH APPLICABLE LAW. THIS PROVISION
DOES NOT AFFECT THE RIGHT OF EITHER PARTY TO THIS CONTRACT WHO
IS SUED BY A THIRD PARTY FOR ACTS OR OMISSIONS ARISING FROM THIS
CONTRACT TO BRING IN THE OTHER PARTY TO THIS CONTRACT AS A THIRD-
PARTY DEFENDANT AS ALLOWED BY LAW.
18. Dispute Resolution Procedures. The Contractor and City desire an expeditious means to
resolve any disputes that may arise between them regarding this Contract. If either party
disputes any matter relating to this Contract, the parties agree to try in good faith, before
bringing any legal action, to settle the dispute by submitting the matter to mediation before a
third party who will be selected by agreement of the parties. The parties will each pay one-half
of the mediator’s fees.
19. Attorney’s Fees. Should either party to this Contract bring suit against the other party for
breach of contract or for any other cause relating to this Contract, neither party will seek or be
entitled to an award of attorney’s fees or other costs relating to the suit.
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20.Termination.
(A)City Termination for Convenience. Under this paragraph, the City may terminate this
Contract during its term at any time for the City’s own convenience where the
Contractor is not in default by giving written notice to Contractor. If the City terminates
this Contract under this paragraph, the City will pay the Contractor for all services
rendered in accordance with this Contract to the date of termination.
(B)Termination for Default. Either party to this Contract may terminate this Contract as
provided in this paragraph if the other party fails to comply with its terms. The party
alleging the default shall provide the other party notice of the default in writing citing
the terms of the Contract that have been breached and what action the defaulting party
must take to cure the default. If the party in default fails to cure the default as specified
in the notice, the party giving the notice of default may terminate this Contract by written
notice to the other party, specifying the date of termination. Termination of this Contract
pursuant this paragraph does not affect the right of either party to seek remedies for
breach of the Contract as allowed by law, including any damages or costs suffered by
either party.
21.Owner’s Manual and Preventative Maintenance. Contractor agrees to provide a copy of
the owner’s manual and/or preventative maintenance guidelines or instructions if available for
any equipment purchased by the City pursuant to this Contract. Contractor must provide such
documentation upon delivery of such equipment and prior to receipt of the final payment by
the City.
22.Limitation of Liability. The City’s maximum liability under this Contract is limited to the total
amount of compensation listed in this Contract. In no event shall the City be liable for
incidental, consequential or special damages.
23.Assignment. No assignment of this Contract by the Contractor, or of any right or interest
contained herein, is effective unless the City Manager first gives written consent to such
assignment. The performance of this Contract by the Contractor is of the essence of this
Contract, and the City Manager's right to withhold consent to such assignment is within the
sole discretion of the City Manager on any ground whatsoever.
24.Severability. Each provision of this Contract is considered to be severable and, if, for any
reason, any provision or part of this Contract is determined to be invalid and contrary to
applicable law, such invalidity shall not impair the operation of nor affect those portions of this
Contract that are valid, but this Contract shall be construed and enforced in all respects as if
the invalid or unenforceable provision or part had been omitted.
25.Order of Precedence. In the event of any conflicts or inconsistencies between this Contract,
its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference
to the documents in the following order of priority:
A.this Contract (excluding attachments and exhibits);
B.its attachments;
C.the bid solicitation document including any addenda (Exhibit 1); then,
D.the Contractor’s bid response (Exhibit 2).
26.Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code
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Section 2252.908, as it may be amended, and to complete Form 1295 “Certificate of
Interested Parties” as part of this Contract if required by said statute for items approved by
the City Council.
27. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the
performance of this Contract. The applicable law for any legal disputes arising out of this
Contract is the law of the State of Texas, and such form and venue for such disputes is the
appropriate district, county, or justice court in and for Brazoria County, Texas.
28. H.B. 89. In accordance with Chapter 2270 of the Texas Government Code, the signatory
executing this contract on behalf of company verifies that the company does not boycott Israel
and will not boycott Israel during the term of this contract. This clause is subject to companies
with ten or more full time employees and the contract value is $100,000 or more that is to be
paid wholly or partially with public funds of the governmental entity.
29. Public Information Act Requirements. This paragraph applies only to Contracts that have
a stated expenditure of at least $1,000,000 or that result in the expenditure of at least
$1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code,
regarding certain entities requirement to provide contracting information to governmental
bodies in connection with a public information request, may apply to this contract and the
Contractor agrees that the contract can be terminated if the Contractor knowingly or
intentionally fails to comply with a requirement of that subchapter.
30. Entire Agreement. This Contract constitutes the entire agreement between the parties
concerning the subject matter of this Contract and supersedes all prior negotiations,
arrangements, agreements, and understandings, either oral or written, between the parties.
IV. Special Terms and Conditions. None.
V. Additional Contract Documents
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements
Attachment D: Warranty Requirements
Incorporated by Reference Only:
Exhibit 1: RFB/BID/Sole Source Partnership Number: HACH1059700
Exhibit 2: Contractor’s Bid/Proposal Response
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ATTACHMENT A – SCOPE OF WORK
Scope of services shall consist of the contractor providing service for the City of Pearland, as
needed, per the specifications of Sole Source Partnership Number HACH1059700. Pricing is as
follows per contractor’s response to the same, as listed per Attachment B.
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ATTACHMENT B – BID/PRICING SCHEDULE
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hach.com/service | 800-227-4224, ext. 6180
Hach Service and Parts
Dear Customer:
The instruments you purchased, part of the following family of brands --- Hach, Great Lakes
Instruments, American Sigma, Radiometer Analytical, Lachat, Marsh-McBirney, OptiQuant, Astro,
Orbisphere, ELE, and Polymetron --- were designed to be reliable, durable, and easy to operate. Our
goal is to design and manufacture instruments that give accurate readings with minimum maintenance
requirements.
The Hach Service Representative is a highly trained professional who has a thorough, in-depth
knowledge of the workings of each manufactured instrument. Our factory-trained service personnel are
the only people authorized to perform any startup service, maintenance, or repair of these instruments.
Because of the many different parameters and types of analyzers, we do not recognize or authorize any
other service organization to perform repair or recalibration of these analyzers. As an ISO 9001 certified
company, we maintain the highest standards for quality assurance and NIST traceable test and
calibration equipment. Also, unauthorized repairs will result in voiding the instrument’s warranty.
All parts used in our instruments meet our specifications and conform to our high standards. Many
parts that may be available from a local vendor go through a testing procedure before being available as
a Hach authorized part to ensure that they meet the performance tolerances specified for proper
instrument performance. Additionally, the use of non-Hach supplied parts will result in voiding the
instrument’s warranty.
We have service repair centers that can repair and return instruments efficiently and economically. For
on-site services we have an extensive field service organization. Please contact the Hach Service
department for additional information.
Sincerely,
Hach Service
Phillip Silva
Manager, Service Renewals
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ATTACHMENT C – INSURANCE REQUIREMENTS
Contractors performing work on City property or public right-of-way for the City of Pearland shall
provide the City a certificate of insurance or a copy of their insurance policy(s) evidencing the
coverages and coverage provisions identified herein. Contractors shall provide the City
evidence that all subcontractors performing work on the project have the same types and
amounts of coverages as required herein or that the subcontractors are included under the
contractor’s policy.
All insurance companies and coverages must be authorized by the Texas Department of
Insurance to transact business in the State of Texas and must be acceptable to the City of
Pearland.
Listed below are the types and amounts of insurances required. The City reserves the right to
amend or require additional types and amounts of coverages or provisions depending on the
nature of the work.
Type of Insurance Amount of Insurance Provisions
1.Workers’ Compensation
Employers’ Liability
Statutory Limits
$100,000 per occurrence
City to be provided a WAIVER
OF SUBROGATION and 30-
day notice of cancellation or
material change in coverage.
2.Commercial General
(Public) Liability to include
coverage for:
a) Premises/Operations
b) Products/Completed
Operations
c)Independent
Contractors
d)Personal Injury
e)Contractual Liability
Personal Injury - $1,000,000
per person; Property Damage
-$1,000,000 per occurrence;
General Aggregate -
$1,000,000
City to be listed as additional
insured and provided 30-day
notice of cancellation or
material change in coverage.
City shall be provided 30-day
notice of cancellation or
material change in coverage.
3.Business Auto Liability to
include coverage for:
a) Owned/Leased
vehicles
b)Non-owned vehicles
c)Hired vehicles
Combined Single Limit -
$1,000,000
Certificate of Insurance forms may be sent to Purchasing Department.
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ATTACHMENT D – WARRANTY
Items or services shall conform to the proposed specifications and all warranties as stated in the
Uniform Commercial Code and be free from all defects in material, workmanship, and title.
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Contract Addendum Rev. 2020-03-25 Page 1
Confidential - Company Proprietary
Contract Addendum to Service Contract No. S0525-04
HACH1059700 (the “Project”)
Parties: City of Pearland (Company) Date: June 10, 2025
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, to the
extent allowed by law, 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, to the extent allowed by law, 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 re-
perform any nonconforming Services, or refund the amounts paid by Customer to Supplier for the nonconforming Goods
and/or Services. THIS IS THE EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY. SUPPLIER EXPRESSLY DISCLAIMS ANY
REMEDIES OF “COVER” AND ANY WARRANTIES IMPLIED BY LAW, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
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Contract Addendum Rev. 2020-03-25 Page 2
Confidential - Company Proprietary
5.Intellectual Property; Information Technology; Privacy. Supplier retains all rights in and to any intellectual property
and confidential information created or procured by it or its representatives at any time, and Customer receives licenses to
use such intellectual property and information only to the extent provided by implied license under applicable law. No
Customer information technology requirements apply, except the extent such requirements specifically apply to equipment
being sold to Customer. To help ensure mutual compliance with applicable privacy laws, Customer will not provide to or
share with Company any personal data or personally identifiable information.
6.Performance Guarantees. All product warranties and guarantees shall only be enforceable if (a) all equipment is
properly installed, inspected regularly and is in good working order, (b) all operations are consistent with Supplier
recommendations, (c) operating conditions at the Customer site have not materially changed and remain within
anticipated specifications, and (d) no reasonably unforeseeable circumstances exist or arise.
7.Acceptance and Set-off. Except to the extent agreed upon in writing by Supplier’s CFO, all Goods and Services are
deemed accepted upon delivery and early payment discounts do not apply. Any set-off rights in the Agreement
notwithstanding, Customer bears the customary burden of proof with respect to any amounts invoiced by Supplier but not
paid by the invoice due date. This revision does not adversely impact any of Customer’s rights under Supplier’s warranties.
8.Funds Transfers. 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 Pearland:
By:
Name:
Title:
Date:
Hach:
By:
Name:
Title:
Date:
James Lonergan
Sr. Manager, NA Commercial Service
6/11/2025
Docusign Envelope ID: 8EE220BB-2BDF-4144-A7B9-CE351519DC59
City Manager
Trent Epperson
6/12/2025 | 8:25 AM CDT