Contract - Hach Company - 9/25/2025 AGREEMENT BETWEEN THE CITY OF ROUND ROCK
AND HACH COMPANY
FOR THE PURCHASE OF
WATER AND WASTEWATER INSTRUMENTATION AND SUPPLIES
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
This Agreement for the purchase of water and wastewater instrumentation and supplies
is made and entered into on this the Z2�day of� 2025, by and between the CITY
OF ROUND ROCK, TEXAS, a home-rule muni cipa ity whose offices are located at 221 East
Main Street, Round Rock, Texas 78664, referred to herein as the "City," and HACH
COMPANY, whose offices are located at P.O. Box 389, Loveland, Colorado 80539 referred to
herein as "Vendor."
RECITALS:
WHEREAS, City desires to purchase water and wastewater instrumentation and supplies
("Goods and/or Services"); and
WHEREAS, the City has determined that the Vendor is the sole source provider for
these Goods and/or Services; and
WHEREAS, expenditures that are for the procurement of goods and/or services that are
available from a sole source are exempt from competitive requirements pursuant to Section
252,022 of the Texas Local Government Code; and
WHEREAS, the Vendor has provided its Proposal to the City to provide the requested
Goods and/or Services; and
WHEREAS, City has determined the Vendor's Proposal is in the best interest of the
City; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW,THEREFORE,
in consideration of the mutual promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
4933-4496-4694/ss2
1.0 DEFINITIONS
A. Agreement means this binding legal contract between City and Vendor whereby
City is authorized to buy specified services and Vendor is obligated to sell same. The Agreement
includes the following: (a) Vendor's Proposal; and (b) any exhibits and/or addenda thereto. Any
inconsistencies or conflicts in the contract documents shall be resolved by giving preference in
the following order:
(1) This Agreement;
(2) Vendor's Proposal;
(3) Any addenda, exhibits, and attachments.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date set out in the introductory paragraph above.
D. Goods and Services mean the specified services, supplies, materials,
commodities,or equipment, as described in the Proposal.
E. Vendor means HACH Company or any successors or assigns.
2.0 EFFECTIVE DATE AND TERM
A. This Agreement shall remain in full force and effect until it expires as indicated
herein or is terminated in accordance with Section 16.0.
B. The term of this Agreement shall be for sixty (60) months from the Effective
Date.
3.0 CONTRACT DOCUMENTS AND EXHIBITS
City selected Vendor to supply the Goods and Services as outlined in the Proposal; any
Addenda as contained in Exhibit "A," incorporated herein by reference for all purposes. The
intent of these documents is to formulate an Agreement listing the responsibilities of both parties
as outlined in the Proposal and any Addenda.
The Goods and Services which are the subject matter of this Agreement are described in
Exhibit "A" and, together with this Agreement, comprise the total Agreement and Exhibit A is
a part of this Agreement as if repeated herein in full. The Goods and Services shall be limited to
those services specifically described herein. For the avoidance of doubt, and without limitation,
Vendor has no responsibility for the supervision or actions of City's employees or contractors or
for non-Vendor items (e.g., chemicals or equipment)and disclaims all liability and responsibility
for any loss or damage that may be suffered as a result of such actions or items, or any other
actions or items not under Vendor's control.
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4.0 SCOPE OF WORK
Vendor shall satisfactorily provide all Goods and Services described in Exhibit "A,"
attached hereto, within the contract term specified in Section 2.0. Vendor's undertakings shall be
limited to Goods and Services for City and/or advising City concerning those matters on which
Vendor has been specifically engaged. Vendor shall provide its Goods and Services in
accordance with this Agreement and Exhibit A and with due care, and in accordance with
prevailing industry standards for comparable Goods and Services.
5.0 COSTS
A. In consideration for the Goods and Services to be provided by Vendor, City
agrees to pay Vendor the amounts set forth in Exhibit"A."
B. The City is authorized to pay the Vendor an amount not-to-exceed $325,000.00
for the term of this Agreement.
6.0 INVOICES
All invoices shall include, at a minimum,the following information:
1. Name and address of Vendor;
2. Purchase Order Number;
3. Description and quantity of items received; and
4. Delivery dates.
7.0 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 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 affect such termination by giving the Vendor
written notice of termination.
8.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Vendor will be made within thirty (30)days of the date City receives Goods and
Services under this Agreement, the date the performance of the services under this Agreement
are completed, or the date City receives a correct invoice for the Goods and 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). This Prompt Payment Policy does not apply to
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payments made by City in the event:
1. 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
2. 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
3. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
4. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
9.0 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.
10.0 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.0 INSURANCE
Vendor shall meet all City insurance requirements set forth in the IFB and on the City's
website at:
http://www.roundrocktexas. og v/wp-content/ul2loads/2014/12/corr insurance 07.20112.pdf.
12.0 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Evan Larson, Superintendent Utility Services
Public Works Department
3400 Sunrise Road
Round Rock, TX 78665
(512)218-6699
elarsongroundrocktexas.gov
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13.0 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.
14.0 DEFAULT
If Vendor abandons or defaults under this Agreement, Vendor shall be declared in default
of this Agreement if it does any of the following and fails to cure the issue within thirty (30)days
of receipt of written notice:
1. Fails to fully, timely and faithfully perform any of its material obligations under
this Agreement;
2. Becomes insolvent or seeks relief under the bankruptcy laws of the United States
and is unable to perform its material obligations under the Agreement.
1.5.0 TERMINATION AND SUSPENSION
A. City or Vendor 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 the other
party,the"Date of Termination."
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 the Date of Termination, Vendor
shall submit a statement showing in detail the goods and/or services satisfactorily performed
under this Agreement up 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.
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16.0 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor,
or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations
under this Agreement, no matter how, or to whom, such loss may occur. 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.
Any and all indemnification obligations imposed upon Vendor are limited to the extent of
those damages proportionately caused by Vendor's breach of the Agreement, negligence,
wrongful conduct, or violations of law. In no case is Vendor liable for any damages caused by
negligence, misuse or misapplication of goods by others.
17.0 LIMITATION OF LIABILITY
THE TOTAL LIABILITY OF VENDOR AND ITS SUBSIDIARIES, AFFILIATES,
EMPLOYEES, DIRECTORS, OFFICERS AND AGENTS ARISING OUT OF
PERFORMANCE, NON-PERFORMANCE, 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 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.
18.0 WARRANTY
Vendor warrants the Goods in accordance with its then-current standard warranty
covering the specific Good ordered, generally under which Vendor warrants to City that during
the period ending eighteen (18) months after the delivery date of twelve (12) months after the
start-up date,whichever occurs first, Goods which are manufactured by Vendor will be free from
defects in material and workmanship and will function in accordance with the specifications
specified in any quotation. If Vendor breaches this warranty and City notifies Vendor of such
breach within thirty (30) days of the end of the applicable warranty period, Vendor will, at its
option, either replace or repair the nonconforming Goods, or re-perform any non-conforming
Services, or refund the amounts paid by City to Vendor for non-conforming Goods and/or
Services. VENDOR'S WARRANTY CONTAINS THE EXCLUSIVE REMEDIES OF ANY
BREACH OF WARRANTY. VENDOR EXPRESSLY DISCLAIMS ANY REMEDIES OF
"COVER" ANY WARRANTIES IMPLIED BY LAW, INCLUDING BUT NOT LIMITED TO
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
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19.0 INTELLECTUAL PROPERTY; INFORMATION TECHNOLOGY; PRIVACY
Vendor retains all rights in and to any intellectual property and confidential information
created or procured by it or its representatives at any time, and city receives licenses to use such
intellectual property and information only to the extent provided by implied license under
applicable law. No City information technology requirements apply, except the extent such
requirements specifically apply to equipment being sold to City. To help ensure mutual
compliance with applicable privacy laws, City will not provide to or share with any company any
personal data or personally identifiable information, unless required to be provided by law.
20.0 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 2271,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.
C. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The signatory
executing this Agreement on behalf of Vendor verifies Vendor does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association, and
it will not discriminate during the term of this Agreement against a firearm entity or firearm trade
association.
D. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not boycott energy companies; and (2)will not boycott
energy companies during the term of this Agreement. The signatory executing this Agreement on
behalf of Vendor verifies Vendor does not boycott energy companies, and it will not boycott
energy companies during the term of this Agreement.
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21.0 ASSIGNMENT AND DELEGATION
The parties 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.
22.0 NOTICES
A. 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 recipient's physical or email 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:
Vendor: Hach Company
Address: P.O. Box 389
Loveland, CO 80539
Notice to City:
City Manager Stephanie L. Sandre, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
B. Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
23.0 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.
24.0 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. Vendor's obligations under this Agreement shall only be
modified by written agreement of Vendor through the same duly authorized representative who
signed this Agreement.
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25.0 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. 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.
26.0 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.
27.0 MISCELLANEOUS PROVISIONS
A. 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.
B. Performance Guarantees. All product warranties and performance 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 Vendor recommendations, (c)
operating conditions at City's site have not materially changed and remain within anticipated
specification, and (d) no reasonably unforeseeable circumstances exist or arise.
C. Acceptance and Set-off. Except to the extent agreed upon in writing by
Vendor's CFO, all Goods and Services are deemed accepted upon delivery and early payment
discounts do not apply. All payments are due Net 30 days from Vendor's invoice and pay-when-
paid clauses shall not apply. Any set-off rights in the Agreement notwithstanding, City bears the
customary burden of proof with respect to any amounts invoiced by Vendor but not paid by the
invoice due date. This revision does not adversely impact any of City's rights under Vendor's
warranties.
D. Funds Transfers (Payments). The parties both recognize there is a risk of banking
fraud when individuals impersonating a business demand payment under new banking or mailing
instructions. To avoid this risk, City must verbally confirm any new bank or mailing instructions
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by calling Vendor and speaking with Vendor'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.
E. Force Majeure. Vendor is excused from performance of its obligations under this
Agreement to the extent caused by acts or omissions that are beyond its control, including but
not limited to Government embargoes, blockages, seizures, freezing of assets, delays, or refusals
to grant an export or import license, or the suspension or revocation thereof[did not include "or
any other acts of Government"]; fires, floods, or severe weather conditions [did not include or
any other acts of God]; quarantines; epidemics and pandemics; labor strikes or lockouts; riots;
strife; insurrections; civil disobedience or acts of criminals or terrorists; or war [did not include
"material shortages or delays in deliveries to Vendor by third parties"]. In the event of the
existence of 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 delay. IF
the force majeure circumstances extend for six (6) months, Vendor or City may, at its option,
terminate this Agreement without penalty and without being deemed in default of breach thereof.
F. Time is of the Essence. The parties agree that, from time to time, certain unique
transactions may have special requirements relative to timing and, accordingly, the parties will
identify those transactions and exercise best efforts to accomplish those transactions within the
stated timeframe. Other timing requirements will be met in a commercially reasonable manner.
Where damage is caused to City due to Vendor's failure to perform in the special timing
requirement circumstances, City may pursue any remedy available without waiver of any of
City's additional legal rights or remedies.
G. Binding Agreement. This Agreement shall extend to and be binding upon and
inure to the benefit of the parties' respective heirs, executors, administrators, successors and
assigns. Except to the extent signed by a duly authorized representative of Vendor, the
Agreement does not bind any affiliates of Vendor.
H. Additional Terms. Vendor is not subject to any audit rights in favor of City,
except for audit rights (under reasonable conditions) directly related to Vendor's compliance
with laws and regulations (e.g., safety) which are directly applicable to Vendor's Goods and/or
Services purchased under this Agreement. Vendor is not obligated to purchase or carry
Professional Liability or E&O Insurance coverage, provide copies of Vendor's policies, or
provide waivers of subrogation. Vendor may include City and their Affiliates as an Additional
Insured party.
D. 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.
Hach Company
By: C�& �
Printed Name: Shawneen Wildman
Title: Director, Ustomef Operations
Date Signed: !K s
City of Round Ro k,Texas
By:
Printed Name:
Title: prJ
Date Signed: 25
For City,Attest:
By:
A ran Im, City Clerk
For City,Approved as to Form:
B y:
tephanie L. Sandre, City Attorney
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EXHIBIT"A"
(PRICING)
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Acknowledgement of Sales Pricing Agreement
This is to acknowledge the following terms between Hach Company and City Of Round
Rock for purchase of Hach products.
Effective Date: October 8, 2025 to Expiration Date: October 7, 2026
(This acknowledgement shall become effective (the "Effective Date') upon the date both
Parties sign this Contract, and will be valid 1 year from "Effective Date')
Hach agrees to offer the following discount/price structure, for the following products:
Product Groups Discount Product Groups Discount Product Groups Discount%
Hach Lab Instruments 5%° Hach Lab 5%° Hach Lab Chemistries 5%
Accessories/Consumables
Hach Lab Resale 5% Hach Lab Micro 5% Sigma Sampler Instruments 5%
Sigma Sampler 5% Sigma Sampler 5% Hach Process Instruments 5%°
Accessories/Consumables Accessories/Consumables
Hach Process 5% Hach Process Chemistries 5% All Homeland Security 5%
Accessories/Consumables Process
Orbisphere Instruments 5% Orbisphere Accessories 5% Orbisphere Chemistries 5%
Hach agrees to offer Buyer Free Ground Shipping for all order transactions.
Free Ground Shipping does include Motor freight services for oversized and/or hazardous shipments.
Free Shipping does not apply to Express method services:Second Day or Overnight.
Buyer agrees to meet the minimum sales volume commitment of$65,000 for the term of the Agreement.
Hach will evaluate the granted terms and discounts by expiration date, to consider renewal. This
Agreement is not meant to create any binding purchase obligation on the Customer, however, sets out
terms under which the Customer may elect to purchase Hach product and/or services.
HACH Company City Of Round Rock
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
Hach Terms and Conditions in effect at the time of purchase, available at
http://www.hach.com/terms#general,will apply to purchases executed under this Agreement, except and
only to the extent that conflicting Terms and Conditions are set forth in this Agreement in which the Terms
and Conditions in this agreement prevail.This Agreement shall begin on the"Effective Date"and expire
Rev.3
s
on "Expiration Date" shown above unless terminated by Hach in accordance with Hach Terms and
Conditions.
Rev.3