Contract - Suez Treatment Solutions, Inc. - 3/26/2020 CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE OF PARTS AND REPAIR SERVICES
FOR UV DISINFECTANT SYSTEM
WITH
SUEZ TREATMENT SOLUTIONS,INC.
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS AGREEMENT for the purchase of parts and repair services for UV
disinfectant system, and for related goods and services (referred to herein as the "Agreement"), is
made and entered into on this the 2&QLday of the month of MQVV4 , 2020 by and
between the CITY OF ROUND ROCK, a Texas home-rule municipality, whose offices are
located at 221 East Main Street, Round Rock, Texas 78664-5299 (referred to herein as the
"City"), and SUEZ TREATMENT SOLUTIONS, INC., whose offices are located at 600
Willow Tree Road, Leonia, New Jersey 07605 (referred to herein as "Vendor").
RECITALS:
WHEREAS, City desires to purchase certain goods and services, specifically parts and
repair services for UV disinfectant system, and City desires to procure same from Vendor; and
WHEREAS, expenditures that are for procurement of items from only one source are
exempt from competitive bidding requirements pursuant to Section 252.022 of the Texas Local
Government Code; and
WHEREAS, the City has determined that Vendor is a sole source provider for these
goods and services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE,WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follow:
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1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City agrees to buy specified goods and services and Vendor is obligated to provide said goods
and services.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods and Services mean the specified services, supplies, materials,
commodities, or equipment.
F. Vendor means Suez Treatment Solutions, Inc., its successors or assigns.
2.01 EFFECTIVE DATE,TERM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto, and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein, or is terminated or extended as provided herein.
B. The term of this Agreement shall be for thirty-six (36) months from the effective
date herein.
C. City reserves the right to review the relationship with Vendor at any time, and
may elect to terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
The goods and services which are the subject matter of this Agreement are described in
Exhibit "A" and, together with this Agreement, comprise the Contract Documents. Any
inconsistencies or conflicts in the contract documents shall be resolved by giving preference to
the terms and conditions set forth in pages one (1) through nine (9)of this Agreement
4.01 ITEMS
A. The goods and services which are the subject matter of this Agreement are
described generally in the attached Exhibit"A."
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B. This Agreement shall evidence the entire understanding and agreement between
the parties and shall supersede any prior proposals, correspondence or discussions.
C. Vendor shall satisfactorily provide all items described in Exhibit "A" within the
contract term specified. A change in any term of this Agreement, must be negotiated and agreed
to in all relevant details, and must be embodied in a valid Supplemental Agreement as described
herein.
5.01 COSTS
A. City agrees to pay for supplies and services during the term of this Agreement at
the pricing set forth at in Exhibit "A." Vendor specifically acknowledged and agrees that City is
not obligated to use or purchase any estimated annual quantity of goods or services. Only if, and
when needed by City, the costs listed on Exhibit "A" shall be the basis of any charges collected
by Vendor.
B. The City shall be authorized to pay the Vendor an amount not-to-exceed Sixty
Thousand and No/100 Dollars ($60,000.00) per year for a total not-to-exceed total of One
Hundred Eighty Thousand and No/100 Dollars ($180,000.00) for the term of this Agreement.
6.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Vendor;
B. Purchase Order Number;
C. Description and quantity of items received; and
D. Delivery or performance dates.
7.01 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the goods and
services as determined by City's budget for the fiscal year in question. City may effect such
termination by giving Vendor a written notice of termination at the end of its then current fiscal
year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
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supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b); however, this Policy does not apply to payments made
by City in the event:
A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor
or supplier about the goods delivered or the service performed that cause the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or
otherwise were offered or given by Vendor or its agents or representatives to any City officer,
employee or elected representative with respect to the performance of this Agreement. In
addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the goods and/or as specified, City reserves the right and option
to obtain the products from another supplier or suppliers.
12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
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Michael Thane
Director of Utilities and Environmental Services
3400 Sunrise Road
Round Rock, Texas 78665
(512)218-3236
mthane(kroundrocktexas.gov
13.01 INSURANCE
Insurance coverage shall be provided per the attached sample Certificate of Insurance
(Exhibit "B"), attached hereto and incorporated herein by reference. The City shall be named an
additional insured on the policy.
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods and/or services elsewhere, Vendor agrees that it may be charged the
difference in cost, if any, and that it will not be considered in the re-advertisement of the service
and that it may not be considered in future bids for the same type of work unless the scope of
work is significantly changed.
Vendor shall be declared in default of this Agreement if it does any of the following:
A. Fails to fully, timely and faithfully perform any of its material obligations
under this Agreement;
B. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
C. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30)days' written notice to Vendor.
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B. In the event of any default by Vendor, City has the right to terminate this
Agreement for cause, upon ten (10) days' written notice to Vendor.
C. Vendor has the right to terminate this Agreement only for cause, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
discontinue all services in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor
shall submit a statement showing in detail the goods and/or services satisfactorily performed
under this Agreement to the date of termination. City shall then pay Vendor that portion of the
charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services
it would have performed under the remaining term of the Agreement except as provided herein.
17.01 INDEMNIFICATION
Vendor shall defend, indemnify, and hold City, its successors, assigns, officers,
employees and elected officials harmless from and against all third party suits, actions, legal
proceedings, claims, demands, damages, costs, expenses, and reasonable attorney's fees, arising
out of, or incident to, concerning or resulting from the negligence of Vendor, or Vendor's agents,
employees or subcontractors, in the performance of Vendor's obligations under this Agreement.
Nothing herein shall be deemed to limit the rights of City or Vendor (including, but not limited
to the right to seek contribution) against any third party who may be liable for an indemnified
claim.
In no event shall either party's liability to the other party (including for breach of contract
claims, breach of warranty claims, indemnity claims, or anything else) exceed the purchase price
of the equipment or services and neither party shall be liable to the other party for consequential,
indirect, incidental, special or punitive damages, without qualification.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock,
as amended, and with all applicable rules and regulations promulgated by local, state and
national boards, bureaus and agencies.
B. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2)will not boycott
Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott
Israel during the term of this Agreement.
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19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Vendor:
Suez Treatment Solutions, Inc.
600 Willow Tree Road
Leonia,New Jersey 07605
Notice to City:
City Manager Stephan L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing, duly authorized by action of the City Manager or City Council.
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23.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 MISCELLANEOUS PROVISIONS
Standard of Care. Vendor represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Time is of the Essence. Vendor understands and agrees that time is of the essence and
that any failure of Vendor to fulfill obligations for each portion of this Agreement within the
agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully
responsible for its delays or for failures to use best efforts in accordance with the terms of this
Agreement. Where damage is caused to City due to Vendor's failure to perform in these
circumstances, City may pursue any remedy available without waiver of any of City's additional
legal rights or remedies.
Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement
if it is prevented from performing any of its obligations hereunder by reasons for which it is not
responsible as defined herein. However, notice of such impediment or delay in performance must
be timely given and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
[Signatures on the following page.]
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IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock, Texas Suez Treatment of tions,Inc.
By: By:
Printed Nam d Printed Name: PC ,A,,�- '6A (`�2—
Title: Title:
Date Signed: Date Signed: &q�,L,
Attest:
By:
Sara L. White, City Clerk
For City,A pr ved as toFo
By: N
Stephan L. heets, City Attorney
Exhibit "A"
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Scope of Work
Parts purchased at the guaranteed pricing
indicated in proposal 230024809 valid for the
first year of the 3 year contract term.
Price increases will be evaluated annually by
SUEZ, and will be submitted in writing at the
beginning of the 2nd & 3rd year terms of the
contract.
1 Field Service Technician on site, for 1 dayper
year to:
Evaluate, Test, & Advise Operators with
Recommendations for the 40HO system.
All expenses, travel, & administrative fees
included in lump sum price.
Please provide at least four (4) weeks notice
prior to the expected site visit to submit the
request to SUEZ for scheduling.
Request must be submitted to Daniel Pence or
Michael Bern ha rt.
o Additional parts, site visits, or emergency
response will be treated separately from this
contract, and will be quoted at the request of
the customer.
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Quotation To :
Number 230024809 City of Round Rock A/P
Date 08/09/2019 apinvoices@roundrocktexas.gov
Your PO Sole Source Pricing Agreement 221 East Main StreetROUND ROCK TX 78664
Customer N° 727243 USA
Project code 0-000011 Ship To :
Valid from 09/01/2019 Valid to 08/31/2020 Brushy Creek WWTP
City of Round Rock
3939 E Palm Valley Blvd
ROUND ROCK TX 78665
USA
Dear Sir, Dear Madam,
We thank you for your quotation request. Here are the best conditions we can offer you for delivering the following items
For questions please call : 201 676 2525 Rebecca KORB Currency : USD
Conditions
Payment terms : NET30 Days
Delivery terms : CFR Prepay&Add
Item Item No. Description Quantity Unit price Amount
10 1000038756 LAMP, 58"ARC 20" PIGTAIL, 40 HO 480 EA 28.00 USD/ 1 EA 13,440.00
WARM
20 1000038747 JACKET, QUARTZ, 67"TT NB, UV 24 EA 26.00 USD/ 1 EA 624.00
40-HO
30 1000038813 BALLAST,ASSEMBLY, 230V, UV 40 EA 258.08 USD/ 1 EA 10,323.20
40-HO
50 1000038867 DCA Assembly 40-HO 2 EA 688.13 USD/ 1 EA 1,376.26
80 1000038865 LAMP CONTROL ASSEMBLY LCA 4 EA 484.48 USD/ 1 EA 1,937.92
40 HO UV
90 1000038769 PHOTOCELL, SENSOR, W/AMP, 2 EA 1,545.48 USD/ 1 EA 3,090.96
UV 40-HO
100 1000041169 DCA Circuit Board 40-HO 2 EA 299.72 USD/ 1 EA 599.44
110 1000038831 SPACER CLIP, SS, UV 40-HO 73 EA 0.88 USD/ 1 EA 64.24
120 1000038809 TOP LAMP SUPPORT ASSY 6 EA 12.88 USD/ 1 EA 77.28
SUEZ
461 From Road,Suite 400-Paramus,NJ 07652 Page 1/3
http://wvAv.suez-na.com/
Item Item No. Description Quantity Unit price Amount
130 1000038802 BRUSH, INVERTED SPIRAL, UV 120 EA 7.08 USD/ 1 EA 849.60
40-HO
140 1000039999 SWITCH DISCONNECT 3 POLE 60 3 EA 66.74 USD/ 1 EA 200.22
AMP UV
170 1000047274 Fan, 230V, Salt/Fog, UV40-HO 8 EA 93.60 USD/ 1 EA 748.80
180 1000038884 FAN CORD SET 3 EA 5.50 USD/ 1 EA 16.50
200 1000038661 BATTERY, LITHIUM, 3.6V, 4 EA 7.70 USD/ 1 EA 30.80
210 1000039309 HEAT TRANSFER COMPOUND 12 EA 30.90 USD/ 1 EA 370.80
TUBE, 3 OZ,
230 1000061730 NUT,ACME, Delrin ACTUATING, 2 EA 65.79 USD/ 1 EA 131.58
UV 40-HO
240 1000038851 WIRING HARNESS BALLAST 4 EA 160.40 USD/ 1 EA 641.60
INTERCONNECT US
250 1000038874 SWITCH BOX, 8 PORT, CODE 2 EA 1,552.03 USD/ 1 EA 3,104.06
OPERATED
260 1000038887 MODULE,4-PORT EXPANDER, 2 EA 1,900.00 USD/ 1 EA 3,800.00
UV,40-HO
270 1000041379 DATA CABLE ASSY"B" & HO 4 EA 94.00 USD/ 1 EA 376.00
SYSTEMS 70FT
280 1000045532 POWER SUPPLY, GPTYPE 12VDC, 1 EA 135.84 USD/ 1 EA 135.84
UV
290 1000044926 POWER SUPPLY, MNT TYPE 1 EA 60.82 USD/ 1 EA 60.82
12VDC, UV
300 1089020040 Outbound Freight Depends on Qty 1 EA 0.00 USD/ 1 EA 0.00
Ordered
310 1089020004 Annual Site Visit 3 EA 6,000.00 USD/ 1 EA 18,000.00
Subtotal before taxes USD 59,999.92
Amount due USD 59,999.92
59,999.92
Fifty-nine thousand nine hundred ninety-nine us dollar ninety-two
Do not hesitate to contact us for any further information. Looking forward to hearing from you. Kind regards,
SUEZ
461 From Road,Suite 400-Paramus,NJ 07652 Page 2/3
http://www.suez-na.com/
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SUEZ CONDITIONS OF SALE
1. ENTIRE AGREEMENT. The Terms and Conditions of Sale set forth herein, and any supplements which may be
attached hereto, constitute the full and final expression of the contract (the "Contract") for the sale of equipment or
services (hereinafter referred to as"Equipment") Purchaser, and supersedes the terms and conditions of any request
for proposal or request for quotations,specifications,quotations,purchase orders,correspondence or communications
whether written or oral between the Purchaser and SUEZ No amendment or modification hereto nor any statement,
representation or warranty not contained herein shall be binding on SUEZ unless made in writing and signed by an
authorized representative of SUEZ Prior dealings, usage of the trade or a course of performance shall not be relevant
to determine the meaning of this Contract.
2. TAXES. The Purchase Price does not include any state or local sales or use taxes.
3. PAYMENT. Payment shall be net thirty (30) days in accordance with SUEZ's proposal.
4. RISK OF LOSS. Risk of loss or damage to the Equipment,or any part thereof,shall pass to Purchaser upon delivery
of the Equipment or part to Purchaser at the delivery point stated in SUEZ's proposal.
5. EXCUSABLE DELAY. SUEZ shall not be liable for any delay in performance or failure to perform due to any cause
beyond SUEZ's reasonable control including, fire, flood, or any other act of God, strike or other labor difficulty, any
act, instructions, directions or omission to act of any civil or military authority or of the Purchaser, Owner, or Engineer,
change in laws, acts of war, any insurrection, riot, embargo, unavailability or delays in transportation or car shortages.
In the event SUEZ's performance is delayed by any of the foregoing causes, SUEZ's schedule for performance shall
be extended accordingly without penalty. If Purchaser's, Owner's, or Engineer's actions delay SUEZ's performance,
Purchaser shall pay SUEZ any additional costs incurred by SUEZ resulting from such delay and shall also pay SUEZ's
invoice for any stored Equipment, or any part thereof, as if they had been delivered in accordance with the milestone
schedule.
6. PROPRIETARY INFORMATION. All information, plans, drawings, tracings, specifications, programs, reports,
models, mock-ups, designs, calculations, schedules, technical information, data, manuals, proposals, CADD
documents and other materials, including those in electronic form (collectively the"Instruments of Service") prepared
and furnished by SUEZ for use solely with respect to this Project. SUEZ shall be deemed the author and owner of
these Instruments of Service and shall retain all common law,statutory and other reserved rights, including copyrights.
The Purchaser, Engineer, or Owner shall not use these Instruments of Service for future additions or alterations to
this Project or for other projects, without the prior written agreement by SUEZ The Instruments of Service furnished
by SUEZ are proprietary to SUEZ,submitted in strict confidence and shall not be reproduced,transmitted,disclosed or
used in any other manner without SUEZ's written authorization.
7. INSPECTION BY PURCHASER. Purchaser may inspect the Equipment at the point of manufacture, provided that
such inspection is arranged and conducted so as not to unreasonably interfere with SUEZ's or the manufacturer's
operations.
8. WARRANTY OF TITLE. SUEZ warrants and guarantees that upon payment title to all Equipment covered by any
invoice submitted to Purchaser will pass to Purchaser free and clear of all liens.
9. WARRANTY. SUEZ warrants that its Equipment shall conform to the description contained in SUEZ's proposal and
be free from defects in material and workmanship for a period of one(1) year from date its Equipment is initially placed
in operation or eighteen (18) months from date its Equipment is shipped, whichever occurs first. Upon SUEZ's receipt
of written notice within thirty (30) days of discovery of any defect, and a determination by SUEZ that such defect is
covered under the foregoing warranty,SUEZ shall,at its option,repair or replace the defective part or parts,f.o.b.factory.
This warranty does not coverfailure or damage due to storage,installation,operation or maintenance not in conformance
with SUEZ's written instructions and requirements or due to accident,misuse,abuse,neglect or corrosion. This warranty
does not cover reimbursement for labor,gaining access, removal, installation,temporary power or any other expenses
that may be incurred with repair or replacement. SUEZ shall have no responsibility for the condition of primed or finish
painted surfaces after the Equipment leaves its point of manufacture. Field touch-up of shop primed or painted surfaces
are normal and shall be at Purchaser's or Owner's expense. Unless otherwise specifically provided for herein, SUEZ
provides no other guarantee of product performance or process results. Correction of non-conformities in the manner
and for the period of time provided above shall constitute SUEZ's sole liability and purchaser's exclusive remedy for
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failure of SUEZ to meet its warranty obligations, whether claims of purchaser are based in contract, tort (including
negligence or strict liability),or otherwise.THE FOREGOING WARRANTIES ARE EXCLUSIVE,AND IN LIEU OF ALL
OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITYOR FITNESS FOR A PARTICULAR PURPOSE.
10. BACKCHARGES. SUEZ shall not be liable for any charges incurred by Purchaser for work, repairs,replacements
or alterations to the Equipment, without SUEZ's prior written authorization, and any adverse consequences resulting
from such unauthorized work shall be Purchaser'sfull responsibility.
11. LIQUIDATED DAMAGES. Any liquidated damages clauses forfailure to meet shipping orjob completion promises
are not acceptable or binding upon SUEZ, unless such clauses are specifically accepted in writing by an authorized
representative of SUEZ at its headquarters office.
12. LIMITATION OF LIABILITY. Neither party shall be liable to the other party for any special, indirect, incidental,
consequential or punitive damages arising from their obligations under this Contract, whether such damages are
based upon breach of contract, breach of warranty, tort, strict liability or otherwise. In no event shall either party's
liability to the other party exceed the purchase price of the Equipment or parts of the Equipment on which such liability
is based.
13. CANCELLATION BY PURCHASER: If Purchaser cancels this Contract or refuses to accept delivery of the
Equipment, Purchaser shall be liable to SUEZ for reasonable costs incurred by SUEZ including;cancellation charges,
administrative costs, and commissions to sales representatives for all work performed or in process up to the time of
cancellation or refusal to accept delivery.
14. DEFAULT BY PURCHASER. In the event Purchaser should breach its obligations under this Contract, SUEZ
may, without prejudice to any other right or remedy it may have at law or equity, terminate this Contract or suspend
performance if Purchaser fails to cure such breach within thirty(30) days of written notice. In such event, SUEZ shall
be paid for all work performed prior to termination/suspension, including all costs related to the
termination/suspension. If payments are not made in accordance with the terms contained herein, a service charge
may, without prejudice to the right of SUEZ to immediate payment, be added in an amount equal to the lower of 1.5%
per month or fraction thereof or the highest legal rate on the unpaid balance. Purchaser shall reimburse SUEZ for all
attorney's fees and costs related to collection of past due amounts.
15. DEFAULT BY SELLER. In the event of any default by SUEZ and prior to Purchaser terminating the work for
default, Purchaser shall give written notice of default to SUEZ SUEZ shall remedy the default to the reasonable
satisfaction of the Purchaser within thirty (30) days of receipt of such written notice or, if such default cannot
reasonable be remedied within such thirty(30) day period, SUEZ shall promptly begin to remedy the default within the
thirty (30) day period and thereafter diligently prosecute to conclusion all acts necessary to remedy the default, in
which event such default shall be deemed to be remedied.
16. PATENT AND COPYRIGHT INFRINGEMENT. SUEZ shall defend any action or proceeding brought against
Purchaser based on any claim that the Equipment infringes any United States patent or copyright, provided the
Equipment is used in the manner specified and is not modified, altered, or combined with any other equipment without
SUEZ's prior written permission. Purchaser shall give prompt written notice to SUEZ of any such action or proceeding
and will reasonably provide authority, information and assistance (at Purchaser's expense) in the defense of same. If
Purchaser is enjoined from the operation or use of the Equipment, SUEZ shall take reasonable steps to procure the
right to operate or use the Equipment. If SUEZ cannot so procure such right within a reasonable time, SUEZ shall
promptly, at SUEZ's option and expense, (i) modify the Equipment so as to avoid infringement of any such patent or
copyright, (ii) replace said Equipment with equipment that does not infringe or violate any such patent or copyright, or
(iii) as a last resort, remove the Equipment and refund the purchase price.
17. INDEMNITY. To the extent and proportion of its negligence, SUEZ will indemnify and hold Purchaser harmless
for any claims, damages, suits, or losses by third parties for death or bodily injury or damage to tangible property
(other than to the Equipment itself)directly caused by SUEZ's performance under this Contract.
18. GOVERNING LAW/JURISDICTION. This Contract shall be governed by the laws of the Commonwealth of
Virginia, without regard to any conflicts of law principles thereof. Any dispute that cannot be resolved amicably by
the Parties shall be referred to the federal or state courts having jurisdiction over Henrico County, Virginia. The
Parties irrevocably waive the right to request trial by jury.
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19. NOTICES. Unless otherwise provided, any notices to be given hereunder shall be given in writing at the
address and to the representatives mentioned in the Contract Documents and shall be deemed effectively given (i)
upon personal delivery to the party to be notified, (ii) on confirmation of receipt by fax by the party to be notified, (iii)
one business day after deposit with a reputable overnight courier, prepaid for overnight delivery and addressed as
set forth herein, or(iv)three days after deposit with the U.S Post Office, postage prepaid, registered or certified,with
return receipt requested.
20. ASSIGNMENT/SUCCESSORSHIP. Neither SUEZ nor Purchaser may assign this Contract without the prior
written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that SUEZ
may assign this Contract to an affiliate without consent. Any prohibited assignment shall be null and void. SUEZ and
Purchaser intend that the provisions of this Contract are binding upon the parties, their employees, agents, heirs,
successors and assigns.
21. SEVERABILITY. If any term, condition or provision of this Contract or the application thereof to any party or
circumstance shall at any time or to any extent be invalid or unenforceable,then the remainder of this Contract,or the
application of such term, condition or provision to parties or circumstances other than those which it is held invalid or
unenforceable, shall not be affected thereby, and each term, condition and provision of this Contract shall be valid
and enforceable to the fullest extent permitted bylaw.
22. NO WAIVER.The failure of either party to insist upon or enforce strict performance by the other party of any
provision of this Contract or to exercise any right under this Contract shall not be construed as a waiver or
relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any
other instance; rather,the same shall be and remain in full force and effect.
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CONDITIONS OF FIELD SERVICE
If this Contract does not include Field Service or if Purchaser requires such service in addition to that included in this
Contract, Purchaser may purchase from SUEZ such Field Service or technical advice during installation or start-up of the
Products, in which case Purchaser agrees to pay SUEZ for Work Time, Travel Time and Standby Time based on (1)
SUEZ's "per diem" rates in effect at the time the service is performed; (2) the expenses of each SUEZ employee so
furnished;and(3)the terms and conditions under which such service is performed.
"PER DIEM" CHARGES FOR SERVICE
The following rates are currently in effect. They are subject to change by SUEZ and are based on the definitions below.
These rates are for domestic service only. Rates for service outside the Continental United States will be quoted upon
request.
Classification of Serviceman Straight Time Rate
Standard Service $1,390.00 Per day
XXXXX
TIME DEFINITIONS
(a) Work Time-shall include all hours that SUEZ service personnel are on Purchaser's job site,either working or ready
for work,and shall be payable at the applicable specified rates.
(b) Travel Time - shall include the time spent by SUEZ service personnel in traveling between their customary
headquarters and Purchaser's job site and in returning (including travel occurring on Saturdays, Sundays and holidays)
up to a maximum of eight (8) hours chargeable time for any given one-way trip. Travel Time shall be paid for at the
applicable Straight Time Rate and shall not be cumulative with Work Time in determining Overtime.
(c) Standby Time- shall include all time (excluding Work Time) that SUEZ service personnel are available for work at
Purchaser's job site, whether on the job site or not, up to a maximum of eight (8) hours per day, between the hours of
7:00 a.m. and 6:00 p.m., Sunday through Saturday, including holidays if availability has been requested by Purchaser.
Standby Time shall be paid for at the applicable Straight Time Rate; however, Standby Time preceded and/or followed
by Work Time is cumulative in determining Overtime.
RATE DEFINITIONS
(a) Straight Time Rate-This rate shall be paid for Work Time, Standby Time or Travel Time on a regular schedule of
eight(8)hours per day,Monday through Friday.
(b) Time and One-Half Rate-The rate of one and a half (1-1/2) times the Straight Time Rate shall be paid for any Work
Time or Standby Time in excess of eight (8) hours, but not exceeding sixteen (16) hours, per day, Monday through
Friday, and for anyWork Time or Standby Time on Saturdays, not to exceed sixteen(16)hours.
(c) Double Time Rate-The rate of twice the Straight Time rates shall be paid for time worked in excess of sixteen(16)
hours per day, without a six (6) hour break, Monday through Saturday, and for all time worked on Sundays and
holidays. Holidays shall be those observed in the locality where the work is to be performed
CHARGES FOR EXPENSES
In addition to the"Per Diem"charges above, Purchaser shall pay SUEZ for all the traveling and living expenses and all
other expenses of each SUEZ employee incidental to providing such services plus an administrative fee equal to 15%
of the total expenses.
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(5) Service Warranty. SUEZ warrants that the services provided under this Service Agreement will be performed in
accordance with generally accepted and currently recognized practices, procedures and principles in the water treatment
industry, and to exercise the standard of care and quality generally accepted in the water treatment industry. NO
IMPLIED OR STATUTORY WARRANTIES OF ANY KIND APPLY TO THE WORK PERFORMED UNDER THIS
SERVICE AGREEMENT. PURCHASER'S EXCLUSIVE REMEDY IS LIMITED TO SUEZ'S REPERFORMANCE OF
ANY SERVICE WORK FOUND TO BE NONCONFORMING TO THE ABOVE EXPRESS WARRANTIES.
(6) Insurance. SUEZ shall provide and maintain throughout the period of this Service Agreement insurance of the
types and limits hereinafter specified. Such insurance will be issued by insurance companies authorized to do
business in the State where the service work is be performed and having an A.M. Best Rating of A-or better.
Workers' Compensation: Statutory Coverage
Employer's Liability: Bodily Injury by Accident- $2,000,000 each accident
Bodily Injury by Disease-$2,000,000 each employee.
Bodily Injury by Disease-$2,000,000 policy limit
Commercial General Liability: $2,000,000 combined single limit per occurrence
$3,000,000 aggregate
Commercial Automobile Liability: $2,000,000 combined single limit per accident
Certificate of Insurance confirming the above insurance will be provided to Purchaser upon written
request. If required, Purchaser will be included as an additional insured under SUEZ's Commercial
General Liability Insurance Policy but only to the extent of liability arising from the operations of SUEZ
performed under this Service
Agreement.
(7) Limitation of Liability. SUEZ in providing the services under this Service Agreement, shall do so in an advisory
capacity only and shall not be held responsible in any way for the acts or omissions of the Purchaser or its employees,
contractors, subcontractors, independent engineers, representatives or agents. SUEZ shall not be liable to Purchaser for
any special, incidental,indirect,consequential or punitive damages of any kind whatsoever, arising out of or in connection
with SUEZ's obligations under this Service Agreement or the breach thereof,whether such damages are based on breach
of contract, breach of warranty, strict liability,tort or otherwise. In no event shall SUEZs liability for any costs or damages
incurred by Purchaser exceed the amount of the Per Diem Service Fee paid by Purchaser for the service work performed
by SUEZ on which such liability is based.
(8) Governing Law.This Service Agreement shall be governed by,interpreted and enforced in accordance with the laws
of the State where the service work is performed,without regard to any conflicts of lawprincipals.
(9) Successorshig. SUEZ and Purchaser intend that the provisions of this Service Agreement are binding upon the
parties, their employees, agents, heirs, successors and assigns.
(10) No Waiver.The failure of either party to insist upon or enforce strict performance by the other party of any provision
of this Service Agreement or to exercise any right under this Service Agreement shall not be construed as a waiver or
relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other
instance; rather the same shall be and remain in full force and effect.
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PURCHASE PRICE, FREIGHT, PAYMENT & SCHEDULE
PURCHASE PRICE: $18,000 USD for Annual Service, ($6,000 USD each year) for 3 years+parts as needed
(Exclusive of taxes per Condition 2 of SUEZ Terms& Conditions)
FOB Shipping Point, Freight Allowed Via Common Carrier
TERMS OF PAYMENT (as follows, subject to Condition 2 of SUEZ Conditions of Sale):
Net 30 from Date of Completion
SERVICE:Field Service included in this Contract shall be provided for a period not to exceed n eight-hour man-days
provided in not more than Jal trip (s)to check the completed installation by Purchaser, to place the Products in
operation and to instruct Purchaser in their operation. The nine (9) days include 1 day on site and 2 days travel time
per trip. Purchaser agrees to pay SUEZ for any additional service days and/or trips in accordance with SUEZ's
standard service rates and conditions in effect at the time the service is performed.
♦A minimum of one(1)full day of service will be charged for each trip.
SCHEDULE:Approval drawings and data shall be submitted approximately 6-8 weeks after agreement to all
terms, as evidenced by SUEZ's receipt of this proposal,fully executed; or, in the event that Purchaser issues a
Purchase Order, SUEZ's receipt of fully executed letter agreement. SUEZ estimates that shipment of the Products
can be made in approximately10-12 weeks after SUEZ has received from Purchaser final approval of all submittal
drawings and data.
PURCHASER'S ACCEPTANCE:BY ITS SIGNATURE BELOW OR ISSUANCE OF ANY PURCHASE ORDER OR
OTHER DOCUMENT,NOTWITHSTANDING ANY STATEMENT OR PROVISION CONTAINED THEREIN TO THE
CONTRARY, PURCHASER AGREES TO ALL THE CONDITIONS AND PROVISIONS OF THIS PROPOSAL AND
CONTRACT. NO OFFER BY PURCHASER TO ALTER, AMEND, LIMIT OR DELETE ANY CONDITION OR
PROVISION OF THIS PROPOSAL AND CONTRACT SHALL BE BINDING UPON SUEZ UNLESS EXPRESSLY
ACCEPTED IN WRITING BY SUEZ
PURCHASER'S
rAr ACCEPTANCE
r A SELLER
Company: SUEZ
By: ( Name, title) By: Daniel Pence- Manager, Customer Care
Signature Signature:
Date Date: August 21, 2019
Exhibit "B"
ACOR�7® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)
03/13/2019
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.
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).
PRODUCER CONTACT
MARSH USA,INC. NAME:
445 SOUTH STREET PHONnE aC No):
MORRISTOWN,NJ 07962-1966 -MAIL
Attn:Morristown.CerlRequest@marsh.com Fax:212-948-0979 ADDRESS:
INSURER(S)AFFORDING COVERAGE NAIC#
CN101439989-STS-GAWU-19-20+ 5M INSURER A:Everest National Insurance Company 10120
INSURED Suez Treatment Solutions Inc. INSURER B:Everest Premier Insurance Company 16045
4636 Somerton Rd INSURER C:N/A NIA
Trevose,PA 19053-6742 INSURER D:Berkley Assurance Company 39462
INSURER E
INSURER F
COVERAGES CERTIFICATE NUMBER: NYC-009398549-86 REVISION NUMBER: 2
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.
INSR ADDL SUBR POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE INSD /MVD POLICY NUMBER (MM/DD/YYYYI (MM/DD/YYYYI LIMITS
A X COMMERCIAL GENERAL LIABILITY RM5GL00017-191 01/01/2019 01/01/2020 EACH OCCURRENCE $ 5,000,000
CLAIMS MADE I XOCCUR DAMAUE TO RENTED-
PREMISES(Ea occurrence) $ 5,000,000
MED EXP(Any one person) $ 10,000
PERSONAL&ADV INJURY $ 5,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: 5,000,000
X PRO GENERAL AGGREGATE $
POLICY❑JECTF-]
LOC
PRODUCTS-COMP/OP AGG $ 5,000,000
OTHER: $
A AUTOMOBILE LIABILITY RM5CA00013-191 (AOS) 01/01/2019 01/01/2020 COMBINED SINGLE LIMIT
(Ea accidentl $ 5,000,000
A X ANY AUTO RM5CA00025-191 (MA) 01/01/2019 01/01/2020 BODILY INJURY(Per person) $
OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY(Per accident) $
HIRED NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY (Per accident) $
LDEDI
LA LIAB OCCUR EACH OCCURRENCE $
LIAB CLAIMS-MADE AGGREGATE $
I RETENTION$ $
A WORKERS COMPENSATION RM5WC00021-191 (AOS) 01/61 619 01/01/2020X I PER OTH-
B AND EMPLOYERS'LIABILITY Y/N STATUTE ER
ANYPROPRIEiORIPARTNERIEXECUTIVE RM5WC00022 191 (FL,MA,WI) 01101/2019 01/01/2020 2,000,000
A OFFICERWEMBEREXCLUDED? ❑N N/A E.L.EACH ACCIDENT $
(Mandatory In NH) RM5WC00047-191 (NJ,NY) 01/01/2019 01/01/2020 E.L.DISEASE-EA EMPLOYEEI$ 2,000,000
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000
D CONTRACTORS POLLUTION AND PCAB-5005052-0119 01/01/2019 01/01/2020 SIR: 1,000,000
ERRORS&OMISSIONS Per Occurrence/Aggregate 1,000,000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space is required)
Evidence of Coverage
CERTIFICATE HOLDER CANCELLATION
SUEZ Treatment Solutions Inc. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
(&a Infilco Degremonl Inc.) THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
8007 Discovery Drive ACCORDANCE WITH THE POLICY PROVISIONS.
Richmond,VA 23229
AUTHORIZED REPRESENTATIVE
of Marsh USA Inc.
Manashi Mukherjeeau,�ti,; -
@ 1988-2016 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
10f1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business.
Suez Treatment Solutions Inc.
2020-597523
Leonia, NJ United States Date Filed:
2 Name 01 governmental entityor state agency that is a party to the contract for which the form is 03/10/2020
being filed.
City of Round Rock,TX Date Acknowledged:
t
S Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
4
description of the services,goods,or other property to be provided under the contract.
3
000000
i
Parts&Service for Ozone and UV equipment
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling intermediary
5 Check only if there is NO Interested Party.
X
6 UNSWORN DECLARATION
My name is8
and my date of birth is
My address is t `( l� t ` -e e L �. e�i�l G� kJ Jb 76 o-5
(street) (city)y) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed ine i
County, State of ,on the_D-day of 03 20 2o
(month) (year)
1
e
. J '
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf7d
CERTIFICATE OF INTERESTED PARTIES FORM 3.295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2020-597523
Suez Treatment Solutions Inc.
Leonia, NJ United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/10/2020
being filed.
City of Round Rock,TX Date Acknowledged:
03/12/2020
g Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
000000
Parts&Service for Ozone and UV equipment
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
5 Check only if there is NO Interested Party.
X
6 UNSWORN DECLARATION
My name is and my date of birth is
My address is
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of on the day of 20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf7d