R-2026-038 - 2/26/2026 RESOLUTION NO. R-2026-038
WHEREAS, the City of Round Rock ("City") desires to purchase components, equipment, and
maintenance services related to wastewater UV disinfection systems; and
WHEREAS, Section 252.022(4) of the Texas Local Government states that expenditures for
items available from only one source are exempt from competitive bidding requirements; and
WHEREAS, Veolia Water Technologies Solutions USA, Inc. is the sole source provider of the
goods and/or services being purchased, as shown in Exhibit "A," and incorporated herein for all
purposes; and
WHEREAS, the City desires to enter into an Agreement with Veolia Water Technologies
Solutions USA, Inc. to purchase components, equipment, and maintenance services related to
wastewater UV disinfection systems, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement
Between the City of Round Rock and Veolia Water Technologies Solutions USA, Inc. for the Purchase
of Components,Equipment,and Maintenance Services Related to Wastewater UV Disinfection Systems,
a copy of same being attached hereto as Exhibit`B" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date,hour,place and subject
of the meeting at which this Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and the subject matter hereof were
discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551,
Texas Government Code, as amended.
0112.20262
RESOLVED this 26th day of February, 2026.
//1 A,
CRAIG MORAN, ayor
City of Round oc Texas
ATTEST:
nil jfm&&)WI
FRANKLIN, City Clerk
2
EXHIBIT
A
City of Round Rock Purchasing
14�UNOROCKTExl15 Justification Form
..�.n3 ROCK
Date: 08/07/25 Department Public Works
Name:
To: Purchasing Requestor Brandon Rainer
Name:
Phone 512-341-3301
Number:
Instructions: Complete this form for all purchases that will exceed $3,000 and will be exempted from
competition as prescribed in Texas Local Government Code Chapter 252.022. Attach additional
information as needed to support the exemption request.
The City declares the competitive bidding procedures in Texas Local Government Code Chapter 252 to
be exempt for this procurement. This Justification Form is executed and filed with the Purchasing
Division as follows:
1. The undersigned is authorized and certifies that the following exemption is applicable to this
purchase. Please check the criteria listed below that applies to this purchase request:
Sole Source(check one)
Items that are available from only one source because of patents, copyrights, secret process, or
natural monopolies.
❑Films, manuscripts, or books.
❑Gas, water, and other utilities.
❑Captive replacement parts or components for equipment.
❑IBooks, papers, and other library materials for a public library that are available only from the persons
holding the exclusive rights to the materials.
❑ Goods Purchased for Subsequent Retail Sale
o A procurement of goods being purchased for subsequent resale by the City.
❑ Public Calamity
o A procurement made because of a public calamity that requires the immediate appropriation of
money to relieve the necessity of the municipality's residents or to preserve the property of a
municipality.
❑ Public Health and Safety
o A procurement necessary to preserve or protect the public health or safety of the municipality's
residents.
❑ Unforeseen Damage
o A procurement necessary because of unforeseen damage to public machinery, equipment, or other
property.
11 Page
❑ Personal. Professional or Planning Services
o A procurement of personal, professional, or planning services
❑ Other
o Cite the applicable Texas Local Government Code Chapter 252 exemption in the justification box
below.
2. Justification: Describe in detail below why an exemption according to Section 252.022 of the Local
Government Code is being submitted for this purchase. (Attach additional pages if needed)
The City's wastewater treatment plant uses an Aquaray ultraviolet(UV)disinfection system, supplied by Veolia
Water Technologies Treatment Solutions USA Inc.This system ensures that treated effluent released into
Brushy Creek is free of contaminants, microorganisms, and pathogens.The unit was specifically designed and
engineered for Round Rock's treatment needs.Veolia is the sole-source provider for Aquaray UV systems,
components, and related services. Incorporating UV disinfection into the treatment process also helps the
plant consistently meet the discharge permit standards set by the Texas Commission on Environmental
Quality.
3. Attach and submit the following documentation that supports this justification as applicable.
• Vendor's proposal/quote. 9 Attach Vendor Proposal/Quote
• If sole source a Manufacturer's letter declaring the purchase is sole source and why. The letter
should be no older than 6 months old and signed by an authorized representative on company
letterhead.
0 Manufacturers Letter for Sole Source
4. Because the above facts and supporting documentation the City of Round Rock exempts this
procurement from LGC Chapter 252 and intends to contract with:
Vendor Name: Veolia Water Technologies Treatment Solutions USA Inc.
Description: Ultra-Violet system parts & maintenance
6. Check the purchase type and fill in the dollar amount and purchase term as applicable:
❑ This is a one-time purchase request for$
❑X This is a term contract request for 60 (#months) in the amount of$ 318,172.70
Purchasing office/ ��— 08/08/2025
Management Review:
Purchaser/Purchasing Management(over$50,000) Date
_ Ikk 16- 08/07/2025
Approved by: Mich el Thane(Aug 7,202516:40:37 CDT)
Department Manager, Asst Director, or Director Date
Michael Thane
21 Page
(D VEOLIA
To Whom It May Concern:
Reference: Sole Source AquarayTX{ UV Systems
January 24, 2025
Aquaray"' UV Systems are a trademark of Veolia Water Technologies Treatment Solutions
USA Inc., 600 Willow Tree Road, Leonia, NJ 07605, and are designed and engineered
specifically for your treatment application and installation.
Veolia Water Technologies Treatment Solutions USA Inc. sells components and services for
all AquarayT"UV Systems directly or through the exclusive Veolia Water Technologies
Treatment Solutions USA Inc. sales representative in your area (LA, AR, MS & W. TN),
Sherwood Logan & Associates. The components and services for your AquarayT, UV
Systems are designed, engineered, and produced specifically for your equipment and
application. Veolia Water Technologies Treatment Solutions USA Inc. is the sole source
supplier for AquarayTM UV Systems, components and services.
Veolia Water Technologies Treatment Solutions USA Inc. is committed to providing quality
equipment, parts, and service for your plant. If you have any service or parts needs, please
call Richard Keller @ 800-446-1150 ext. 7722.
Sincerely,
;e 11k
Rich Keller
UV Parts Coordinator
Purification and Disinfection Systems
Veolia Water Technologies Treatment Solutions USA Inc.
Veolia Water Technologies Treatment Solutions USA Inc.
600 Willow Tree Rd„Leonia NJ 07605 USA
Tel:+1 201 676 2525 Fax:+1201346 5460 www.watertechnologies.com
EXHIBIT
B
AGREEMENT BETWEEN THE CITY OF ROUND ROCK
AND VEOLIA WATER TECHNOLOGIES SOLUTIONS USA INC.
FOR THE PURCHASE OF
COMPONENTS,EQUIPMENT,AND MAINTENANCE SERVICES
RELATED TO WASTEWATER UV DISINFECTION SYSTEMS
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 components, equipment, and maintenance services
related to wastewater UV disinfection systems is made and entered into on this the day
of , 2025, by and between the CITY OF ROUND ROCK, TEXAS, a home-rule
municipality whose offices are located at 221 East Main Street, Round Rock, Texas 78664,
referred to herein as the "City," and VEOLIA WATER TECHNOLOGIES TREATMENT
SOLUTIONS USA 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 components, equipment, and maintenance services
related to wastewater UV disinfection systems ("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;
4897-2217-2260/ss2
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:
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) Pages 1-9 of 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 Veolia Water Technologies Treatment Solutions USA Inc., 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 15.0.
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.
2
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 $318,172.70,
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
3
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:
https://www.roundrocktexas.gov/wp-content/uploads/2024/12/CORR-Insurance-08-2024.pdf
12.0 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
John Heaps,Utilities Services Superintendent
Public Works Department
Round Rock, TX 78664
(512)218-6637
j heaps&roundrocktexas.gov
4
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.
15.0 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 written notice to Vendor, 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.
5
16.0 INDEMNIFICATION
Vendor shall indemnify and hold harmless City, in successors, assigns, officers,
employees and elected officials from claims for physical damage to third party property or injury
to persons, including death, to the extent caused by the negligence of the Buyer, its officers,
agents, employees, and/or assigns. In the event such damage or injury is caused by the joint or
concurrent negligence of Vendor and City, the loss shall be borne to each party in proportion to
the negligence.
17.0 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.
6
18.0 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.
19.0 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: Veolia Water Technologies Treatment Solutions USA, Inc.
Address: 600 Willow Tree Road
Leonia,NJ 07605
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.
20.0 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.
21.0 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.
7
22.0 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.
23.0 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 fiuther 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.
24.0 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. 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.
C. 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.]
8
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
Veolia Water Technologies Treatment Solutions USA,Inc.
By: Eduard S'Pls c
Printed Name:
Title:
Date Signed:
City of Round Rock, Texas
By:
Printed Name:
Title:
Date Signed:
For City,Attest:
By:
Ann Franklin, City Clerk
For City,Approved as to Form:
By:
--------------------
Stephanie L. Sandre,City Attorney
9
EXHIBIT"A"
(PRICING)
10
Page 1/ 5
Veolia Water Technologies Quotation
Treatment Solutions USA Inc.
600 WILLOW TREE RD
Q VEOIIA LEONIA NJ 07605
UNITED STATES
PHONE: 1-201-676-2525
Quote Date Quotation Exp.Date Veolia TS Quote
31JUL2025 31AUG2025 20675584
Sales org. Sales Representative/Contact Reference
B611 Dan Pence UV Parts
Sold to:1000151128 Ship to: 4000243522
CITY OF ROUND ROCK ROUND ROCK BRUSHY CREEK WWTP
221 E MAIN STREET 3939 EAST PALM VALLEY BLVD
ROUND ROCK TX 78664-5299 ROUND ROCK TX 78665-9443
UNITED STATES UNITED STATES
Bill to:0000510334 Payment terms
CITY OF ROUND ROCK
221 E MAIN STREET Net 30 Days From Invoice Date
ROUND ROCK TX 78664-5299
UNITED STATES
Inco terms
FCAFACTORY
Currency:U.S.Dollar Freight:Freight PrePaid and Add
SNo. Part Number/Item Description Quantity Unit Price Unit Amount
10 X0016H19
LAMP 58"ARC 20"20AWG PIGTAIL 40HO WARM
150 EA 150 EA 31.00 EA 4,650.00
20 X0015H13
JACKET,QUARTZ,67"TT NB,UV 40-HO
240 EA 240 EA 26.00 EA 6,240.00
30 X0029H01
BALLAST,ASSEMBLY,230V,UV 40-HO
110 EA 110 EA 270.00 EA 29,700.00
40 X0057H01
DCA Assembly 40-HO
4 EA 4 EA 722.16 EA 2,888.64
50 X0056H01
LAMP CONTROL ASSEMBLY LCA 40 HO UV
10 EA 10 EA 494.19 EA 4,941.90
60 X0017H06
PHOTOCELL,SENSOR,W/AMP,UV 40-HO
2 EA 2 EA 1,600.00 EA 3,200.00
70 59810G02
Thank you for your Consideration. To place an order,please email signed Purchase Orders to the Customer Care:
csc.treatmentsolutions@veolia.com.
To ensure that you receive the pricing quoted,please reference this quotation number on your order.
All sales are subject to our terms and conditions,contained with this quotation.
Freight for Bulk Delivery and specialized freight charges,where applicable,are not included unless specifically indicated in
the materials listing above.
Pricing above does not include applicable taxes,which will be applied at time of order.
Page 2/ 5
Veolia Water Technologies Quotation
Treatment Solutions USA Inc.
600 WILLOW TREE RD
O VEOLIA LEONIA NJ 07605
UNITED STATES
PHONE: 1-201-676-2525
Quote Date Quotation Exp.Date Veolia TS Quote
31JUL2025 31AUG2025 20675584
Sales org. Sales Representative/Contact Reference
8611 Dan Pence UV Parts
Sold to:1000151128 Ship to: 4000243522
CITY OF ROUND ROCK ROUND ROCK BRUSHY CREEK WWTP
221 E MAIN STREET 3939 EAST PALM VALLEY BLVD
ROUND ROCK TX 78664-5299 ROUND ROCK TX 78665-9443
UNITED STATES UNITED STATES
Bill to:0000510334 Payment terms
CITY OF ROUND ROCK
221 E MAIN STREET Net 30 Days From Invoice Date
ROUND ROCK TX 78664-5299
UNITED STATES
Inco terms
FCAFACTORY
Currency:U.S.Dollar Freight: Freight PrePaid and Add
SNo. Part Number/Item Description Quantity Unit Price Unit Amount
DCA Circuit Board 40-HO
3 EA 3 EA 330.00 EA 990.00
90 X0027H01
TOP LAMP SUPPORT ASSY
50 EA 50 EA 15.50 EA 775.00
100 X0025G03
BRUSH,INVERTED SPIRAL,UV 40-HO
12 EA 12 EA 8.40 EA 100.80
110 X00281-103
SWITCH DISCONNECT 3 POLE 60 AMP UV
3 EA 3 EA 80.00 EA 240.00
120 X00241329
Fan,230V,Salt/Fog,UV40-HO
24 EA 24 EA 150.00 EA 3,600.00
130 X0085H01
FAN CORD SET
24 EA 24 EA 5.50 EA 132.00
140 X0078H02
HEAT TRANSFER COMPOUND TUBE,3 OZ,
Thank you for your Consideration. To place an order,please email signed Purchase Orders to the Customer Care:
csc.treatmentsolutions@veolia.com.
To ensure that you receive the pricing quoted,please reference this quotation number on your order.
All sales are subject to our terms and conditions,contained with this quotation.
Freight for Bulk Delivery and specialized freight charges,where applicable,are not included unless specifically indicated in
the materials listing above.
Pricing above does not include applicable taxes,which will be applied at time of order.
Page 3/ 5
Veolia Water Technologies Quotation
Treatment Solutions USA Inc.
600 WILLOW TREE RD
O VEOLIA LEONIA NJ 07605
UNITED STATES
PHONE: 1-201-676-2525
Quote Date Quotation Exp.Date Veolia TS Quote
31JUL2025 31AUG2025 20675584
Sales org. Sales Representative/Contact Reference
B611 Dan Pence UV Parts
Sold to:1000151128 Ship to: 4000243522
CITY OF ROUND ROCK ROUND ROCK BRUSHY CREEK WWTP
221 E MAIN STREET 3939 EAST PALM VALLEY BLVD
ROUND ROCK TX 78664-5299 ROUND ROCK TX 78665-9443
UNITED STATES UNITED STATES
Bill to:0000510334 Payment terms
CITY OF ROUND ROCK
221 E MAIN STREET Net 30 Days From Invoice Date
ROUND ROCK TX 78664-5299
UNITED STATES
Inco terms
FCA FACTORY
Currency:U.S.Dollar Freight:Freight PrePaid and Add
SNo. Part Number/Item Description Quantity Unit Price Unit Amount
50 EA 50 EA 31.00 EA 1,550.00
160 X0048H01
WIRING HARNESS BALLAST INTERCONNECT US
15 EA 15 EA 209.32 EA 3,139.80
190 61809G02
DATA CABLE ASSY"B"&HO SYSTEMS 70FT
12 EA 12 EA 94.70 EA 1,136.40
200 P0278007
BATTERY,LITHIUM,3.6V,
20 EA 20 EA 7.70 EA 154.00
210 3212600
CLIP,SPACER,SS,AQ.S,40HO,40HO-S
200 EA 200 EA 0.98 EA 196.00
Freight will be prepaid and added to the invoice.
NET PRICE USD 63,634.54
TOTAL AMOUNT 63,634.54
Thank you for your Consideration. To place an order,please email signed Purchase Orders to the Customer Care:
csc.treatmentsol utions@veol ia.com.
To ensure that you receive the pricing quoted,please reference this quotation number on your order.
All sales are subject to our terms and conditions,contained with this quotation.
Freight for Bulk Delivery and specialized freight charges,where applicable,are not included unless specifically indicated in
the materials listing above.
Pricing above does not include applicable taxes,which will be applied at time of order.
Page 4/ 5
Veolia Treatment Solutions Inc.
Terms and Conditions of Sale
1.Exclusive Terms and Conditions.Together with any other terms that any legal entity that is part of the Veolia Treatment Solutions Inc.business("Seller")and the legal entity purchasing
the Goods and
Services("Buyer")agree to in writing,#together with the last proposal in order of time issued by the Seller-these Terms and Conditions of Sale form the exclusive terms("Agreement")whereby
Buyer
agrees to purchase,and Seller agrees to sell products and equipment("Goods")and provide advice,instruction and other services in connection with the sale of those Goods("Services").
Buyer agrees that
this Agreement will control the relationship by accepting Goods and Services from Seller,even if Buyer sends to Seller other terms and conditions to which Seller may not respond.
2.Buyer Obligations.Seller will not control the actual operation of either Buyer's systems or Goods at the site,and unless otherwise specifically agreed in writing,application and/or
installation of Goods
shall be the responsibility of Buyer.Goods and Services provided hereunder are based upon the information Buyer makes available to Seller,and Seller reserves the right to utilize
the most compact and
feasible design compatible with sound engineering practices,and to make changes in details of design,construction and arrangement of Goods unless precluded by limitations(including,but
not limited to
actual space and feedwater/substance quality specifications)specified by Buyer in writing at the time an order is placed.If no such limitations are specified,Seller shall not be
held responsible for
incompatibility of the Goods and Services due to changes in feedwatedsubstance quality specifications or site conditions nor for incompatibility with actual space or design limitations,which
were not
initially disclosed by Buyer and become apparent at a later date.For Services to be accurate and Goods to work as intended,Buyer must fulfill the following obligations("Obligations"):(a)provide
Seller
complete and accurate information and data relevant to the scope of work to be provided,such as information related to Buyer s site conditions,systems,related equipment and processes,feedwater
or other
substances to be treated or measured with the Goods,including any hidden,unapparent,or changing conditions that may affect the effectiveness of the Goods;(b)operate all related systems
and the Goods
within the agreed to control parameters or,if none,within industry customary operating conditions;(c)maintain all related systems and Goods in good operating condition and repair;and(d)maintain
and
handle Goo&in a proper and safe manner.If Buyer fails to fulfill the foregoing Obligations,Seller shall be relieved of any obligations with respect to warranties or any other commitments
made to Buyer in
writing,and Seller shall have no liability for any loss,damage or injury which Buyer may sustain or for which Buyer may be liable.Buyer is solely responsible for the operation of
Buyers systems,
including ensuring that the systems are operated and maintained properly and comply with all laws,rules,regulations,license conditions and orders. Seller will not operate,inspect,or
maintain Buyer's
systems or act as a licensed operator as defined by local regulatory authorities.Goods and Services sold by Seller are not intended for use in connection with any nuclear facility
or activity.Buyer shall not
sell or permit the use of the Goods in connection with any nuclear installation or activity without the prior written consent of the Seller.If,in breach of this,any such use occurs,Seller(and
its parent,
affiliates,suppliers and subcontractors)disclaims all liability for any nuclear or other damage,injury or contamination,and,in addition to any other rights of Seller,Buyer shall
indemnify and hold Seller
(and its parent,affiliates,suppliers and subcontractors)harmless against all such liability.Buyer shall be responsible for using or disposing of all Goods,including the empty packaging
in which Goods were
contained once delivered to Buyer and where applicable such disposal should be pursuant to Section 9 herein. Buyer shall maintain all risk property and boder and machinery breakdown
insurance covering
the full replacement value of Buyer s site,systems and related equipment,together with business interruption coverage,which includes a waiver of subrogation in favor of Seller and
its affiliates.Prior to
commencement of any work under this Agreement,and not less than annually thereafter during the term of this Agreement,Buyer shall deliver to Seller a certificate(s)of insurance and
copy of waiver of
subrogation endorsement evidencing that the foregoing insurance is in full force and effect.Seller shall maintain types and amounts of insurance against loss or damage and such other
risks as customarily
insured against by businesses whose operations are comparable to those of the Seller.Seller shall not be obliged to add Buyer or any other third party as an additional insured under
Seller's insurance
policies.
3.Delivery. All delivery designations are INCOTERMS 2010.Except for the provisions relating to Consigned Goods as per additional terms and conditions to be provided by Seller,to
this Agreement and
section 8 of this Agreement,title and risk of loss or damage to Goods as well as containers and tanks in which Goods are contained,shall pass to Buyer upon Seller making the Goods
available to Buyer for
collection at Seller s premises.Delivery dates indicated by Seller are only approximate. Quotations and proposal drawings provided by Seller show only general style,arrangement
and approximate
dimensions and weight.If any part of the Goods cannot be delivered when ready due to any cause not attributable to Seller,Buyer shall designate an alternate storage location,and
Seller shall ship such
Goods to storage.Title and risk of loss shall thereupon pass to Buyer and amounts payable to Seller upon delivery or shipment shall be paid by Buyer along with expenses incurred
by Seller.Services
provided herein shall be charged at the rate prevailing at the time of actual use and Buyer shall pay any increase,and Buyer shall directly pay all costs for storage and subsequent
transportation.Failure by
Buyer to take delivery of the Goods shall be a material breach of this Agreement.
4.Payment and Prices.Unless otherwise specified in writing,payment is due net thirty(30)days from the date of Seller s invoice,which shall be issued at the time of shipment.The prices
quoted herein do
not include taxes or duties.Buyer shall be directly responsible,and reimburse Seller,for the gross amount of any present or future bond,sales,use,excise,value-added,environmental
or other similar tax or
duty applicable to the price,sale of delivery of any Goads or Services furnished hereunder.Buyer shall provide to Seller,within one month of payment,official receipts from the applicable
governmental
authority for deducted or withheld taxes.Unless Buyer has furnished Seller with evidence of tax exemption or direct pay permit acceptable to taxing authorities prior to the execution
of the Agreement or
Seller s acceptance of Buyer s purchase order(as the case may be),Buyer shall pay all taxes as invoiced by Seller and Seller is relieved of any obligation to(i)apply any tax exemption
or direct pay permit,
and/or(ii)refund to the Buyer any tax paid by the Seller.Seller s invoices will only be issued without domestic VAT where Buyer either makes available to Seller their valid VAT number
in the case of an
intercommunity supply or provides a valid certificate or acceptable statement for VAT or duty exemption.If Buyer is to arrange the export or intercommunity shipment,upon request
by Seller,Buyer agrees
to provide free of charge to Seller,evidence of exportation or intercommunity,shipment that makes reference to Seller s invoice number and this documentation is acceptable to the
relevant tax or custom
authorities.In the event that there is either a failure to meet any of the above conditions or the information or docunmentation provided is deemed to be defective in any way by
the tax or custom authorities
then the Seller will have the right to separately invoice Buyer for any taxes,VAT or duties payable together with any interest or penalties that Seller incurs as a result and Buyer
shall pay this invoice in
accordance with the payment terms of this Agreement For multi-year agreements,pricing stated shall remain firm for twelve(12)months,after which Seller shall be entitled to adjust
pricing upward on an
annual basis according to the designated formula used by Seller in Buyers country and which shall be notified to Buyer.Buyer will provide to Seller a new purchase order at least
thirty(30)days before
expiration of any purchase order issued under this Agreement.If purchase orders are not renewed or new purchase orders issued by Buyer within this time scale,Seller,without any liability
and without
being subject to any penalties that may be applicable as negotiated with Buyer,may either:(a)decline to make deliveries of Goods or provide Services;or(b)if requested in writing
by Buyer,continue to
deliver Goods and Services subject to new prices that may be applicable and the Terms and Conditions of Seller(or any deviation agreed to in writing by the Parties)and invoice Buyer
for these under the
expired purchase order at prices in effect as of that date. However,where the Agreement contains a designated price adjustment formula the Goods and Services so delivered as per
this Section 4 will be
invoiced at the new rate defined by said price adjustment formula.Buyer agrees to be bound to pay such invoices in accordance with the payment terms of the Agreement.Unless otherwise
specified,all
prices are Incoterms 2010 FCA Sellers premises as of where Goods will be shipped to Buyer.Buyer agrees to reimburse Seller for collection costs,including two percent(2%)interest
per month,not to
exceed the maximum amount permitted by applicable law,should Buyer fail to timely pay.Buyer shall have no rights to any setoffs of any nature relating to any payments due under the
Agreement.
Notwithstanding the terms set forth herein or of any agreement or acceptance of Sellers quotation,Seller reserves the right at any time and from tune to time by notice in writing
to the Buyer to(a)increase
Prices(or impose temporary price adjustments)based on increases in the cost of base components for the Goods or Services provided,where the increase is due to increased global demand,limited
supply,
temporary product shortages,allocation of supply,or such other similar inflationary pressures;and(b)impose a surcharge equal to any increase in the cost of the Goods or Services
as a result of a
modification of exchange rates,taxes or other levies imposed by public authorities.
5.Payment for Excessive Usage;Lost and Damaged Goods.If payment for Goods is based on some factor other than the actual amount of Goods delivered(e.g.,payment is for a fuzed amount,or
based on
usage or production),then Buyer agrees to pay for all Goods(a)consumed as a result of Buyer s failure to comply with Obligations as set forth in Section 2;or(b)lost or damaged after
delivery to Buyer.
Buyer shall provide Seller all information necessary to calculate amounts due and enable Seller to audit those records.
6.Consigned Goods.If Goods are being made available to Seller under a consignment arrangement,Additional terms and conditions shall be applicable and shall be provided by Seller.
7.Limited Warranties.Seller warrants that the Goods shall conform to Sellers specifications and shall be free from defects in material and workmanship when at all times operated
in accordance with
Seller s written instructions;and that the Services will be performed with the degree of skill which can reasonably be expected from a seller engaged in a comparable business and
providing comparable
services under comparable circumstances.Under no circumstances do Services include the operation,inspection or maintenance of Buyers systems or acting as a licensed operator as defined
by local
regulatory authorities.Unless otherwise provided in any Warranty Schedule that may be attached hereto,the foregoing warranties are valid:(a)for Chemicals,the earlier of,the sbelf-life
of the product,or
six(6)months from their date of delivery or the provision of Services;(b)for Consumables,including Filters and Membranes,twelve(12)months from their date of delivery,(c)for Goods
other than
Chemicals and Consumables,the earlier of,fifteen(15)months from receipt,or twelve(12)months from start-up/first use;d)for Software,nine(9)months from the date of receipt.Unless expressly
agreed
in a"Performance Warranty Document"signed between the parties on a separate basis,there is no performance warranty on Goods and Services or warranty on process results.For Goods
not manufactured
by Seller,the warranty shall be the manufacturers transferable warranty only. Any claim for breach of these warranties must be promptly notified in writing or the claim will be void.
Sellers sole
responsibility and Buyers exclusive remedy arising out of or relating to the Goods or Services or any breach of these warranties is limited to,at Sellers option:(a)replacement of
non-conforming Goods or
refund of purchase price of the non-conforming Goods;and(b)re-performance of the Services at issue,or a refund of the amount paid for the Services at issue. No allowance will be
made for repairs or
alterations made by Buyer without Seller s written consent or approval.Goods may not be returned to Seller without Seller s written permission.Seller will provide Buyer with a"Return
Material Order"
number to use for returned goods. Buyer,as the original purchaser,is not entitled to extend or transfer this warranty to any other party. The foregoing warranties are in lieu of
and exclude all other
warranties,statutory,express,or implied,including any warranty of merchantability or of fitness for a particular purpose.
8.Use of Equipment,Tanks,and Containers.Semi-bulk containers(SBCs)owned by Seller shall be used only for the storage of Goods approved by Seller and Buyer shall return to Seller
all SBCs owned by
the Seller in an"empty"condition,as defined by appropriate transport or environmental regulations. Title to,and risk of loss or damage of,all equipment,product containers(e.g.,pails,drums,recycla
ble
intermediate bulk containers"IBC"),and tanks supplied to Buyer shall pass to Buyer as provided for in Section 3 of this Agreement,except that returnable SBCs shall remain property
of Seller,unless
otherwise stated in Seller s documentation.
9.Compliance with Laws;Permits.Buyer is responsible for compliance with all laws and regulations applicable to the operation of its systems and to the storage,use,handling,installation,maintenanc
e,
removal,registration and labeling of all Goods from and after Buyers receipt of the Goods,as well as for the proper management and disposal of all wastes and residues associated
with the Goods
(including but not limited to containers,excess or off-spec product,testing wastes(e.g.,spent or expired lab reagents and test kits)and signing manifests for waste transport and
disposal.Buyer agrees to
ensure that all Goods and Services provided to Buyer for export are exported only in compliance with applicable export control laws and regulations.Permits and licenses which are
required to operate
apparatus or equipment or to use the Goods,shall be procured by Buyer at Buyer s sole expense.Buyer shall be responsible for and procure all permits,licenses,exemptions,authorizations
and approvals
necessary to the operation of its systems,including but not limited to permits related to liquid and solid waste handling and discharge,air and water emissions,sound,safety,etc.
Seller shall not be liable if
any such permit,license,exemption,authorization or approval is delayed,denied,revoked,restricted,violated or not renewed and Buyer shall not be relieved thereby of is obligations
to pay Seller in
accordance with this Agreement. Seller s obligations are conditioned upon Buyer s compliance with all applicable trade control laws and regulations.Buyer shall not trans-ship,re-export,divert
or direct
Goods(including related equipment,software and technical data)other than in and to the ultimate country of destination declared by Buyer and specified as the country of ultimate
destination on Seller s
invoice.The obligations of the parties to comply with all applicable trade control laws and regulations shall survive any termination or discharge of any other contract obligations.
10.Excusable Delays.Seller shall not be liable nor in breach or default of its obligations under this Agreement to the extent performance of such obligations is delayed or prevented,directly
or indirectly,
due to causes beyond the reasonable control of Seller,including,but not limited to:acts of God,natural disasters,unusually severe weather,fire,terrorism,war(declared or undeclared)epidemics,mater
ial
shortages,insurrection,act(or omissions)of Buyer or Buyer s contractors/suppliers or agents,any act(or omission)by any governmental authority,strikes,labor disputes,transportation
shortages,or vendor
non-performance.The delivery or performance date shall be extended for aped equal to the time lost by reason of delay or non-performance,plus such additional time as may be necessary
to overcome
the effect of the delay or non-performance.If delivery or performance is delanyed for a period exceeding 180(one hundred and eighty)days,either Party may terminate this Agreement
without further
liability provided that Seller shall be paid an amount equal to that which would be payable to Seller under the Section entitled"Termination and Suspension".If Seller is delayed
by any acts(or omissions)of
Buyer,or by the prerequisite work of Buyer s other contractors or suppliers,Seller shall be entitled to an equitable adjustment in schedule,price and/or performance,as applicable.
Page 5/ 5
11.Confidentiality and Intellectual Property.Both parties agree to keep confidential the other party's proprietary non-public information,if any,which may be acquired in connection
with this Agreement.
Buyer will not,without Seller's advance written consent,subject Goods to testing,analysis,or any type of reverse engineering or provide the Goods to any third party which may subject
the Goods to
testing,analysis,or any type of reverse engineering. Seller retains all intellectual property rights including copyright which it has in all drawings and data or other deliverables
supplied or developed under
this Agreement,subject to Buyer's right to use such drawings and data for its own use without additional cost.Buyer acknowledges that Seller is in the business of selling the Goods
subject to this
Agreement and agrees that it will not file patent applications on the Goods,or processes and methods of using the Goods,without Sellers express written permission.Buyer further agrees
that in any event
any such patents will not be asserted against Seller or its customers based upon purchase and use of such Goods.Any software Seller owns and provides pursuant to this Agreement shall
remain Seller's
property.Seller provides to Buyer a limited non-exclusive,and terminable license to use the object code of such software for the term of this Agreement.Buyer agrees not to export,copy(except
that Buyer
may make one copy for backup purposes),sub-license,translate,transfer,reverse engineer,or decode the software.Single user versions of software may be used on one CPU.LAN/WAN versions
may be
used on a single server with only the number of concurrent users as agreed to by the parties.Unless otherwise expressly agreed by Seller,this license shall terminate and the software
shall be returned to
Seller upon termination of this Agreement,or the material breach of the terms in this section.Seller shall indemnify and hold harmless Buyer from any rightful claim of any third
party that any Good or
Service mfruges
a patent in effect in the jurisdiction where such Good or Service was provided by Seller to Buyer. The Buyer shall notify the Seller promptly of the receipt of any such claim,shall
not take any position
adverse to the Seller regarding such claim and give the Seller information,assistance and exclusive authority to settle and defend the claim. The Seller shall,at its own expense
and choice,either(i)settle or
defend the claim and pay all damages and costs awarded in it against the Buyer,or(ii)procure for the Buyer the right to continue using the Good or Service,or(iii)modify or replace
the Good or Service so
that it becomes non-infringing,or(iv)remove the infringing Good or cease performance of the Service,and refund the price.The foregoing list of sub-sections(i),(ii),(iii),and(iv)and
related terms state
the entire liability of the Seller for intellectual property infringement of any Good or Service.Buyer shall be fully liable for any infringement of intellectual property rights,including
patent tights,of third
parties arising out of the products or services supplied hereunder where the construction or other characteristics of such products or services such as design,or specifications,or
requirements,or modification
of the Goods or Services,are prescribed to the Seller,or completed independently,by the Buyer or agent(s).Buyer shall fully defend and indemnify the Seller in case of such claim(s).
Buyer shall indemnify
Seller and hold Seller harmless for any patent infringement by a Good or Service in the event that the Buyer modifies the Good or Service provided by Seller,or that the Buyer uses
the Good or Service in
combination with other goods,services,and/or other features which were not explicitly authorized by Seller.
12.Limitation on Liability.Except where expressly conummicated to Seller,Seller shall have no liability for incompatibility of Goods with Buyer's actual space or design limitations.To
the extent
permitted by law,the total liability of the Seller for all claims arising out of or relating to the performance or breach of this Agreement or use of any Goods or Services shall
not exceed the total price paid by
Buyer under this Agreement or for multi-annual agreements,the annual price paid by Buyer under this Agreement.Seller shall not be liable for any advice,instruction,assistance,or
any services that are not
required
under this Agreement or for which Seller does not charge Buyer.In no event will either party be liable to the other for lost profits or revenues,cost of capital or replacement water
or power,downtime costs
or increased operating costs,lost or decreased production,claims of Buyel s customers for such damages or any similar or comparable damages,or for any incidental,special,consequential
or indirect
damages of any type or kind,irrespective of whether arising from actual or alleged breach of warranty,indemnification,product liability or strict liability,or any other legal theory.If
Buyer is supplying,or
otherwise making available,Seller's Goods or Services to a third party,Buyer agrees to protect,defend,indemnify and hold Seller,its corporate subsidiaries and affiliates,and their
respective officers,
directors,employees and agents,free and harmless from and against any and all losses,expenses,liabilities,claims,demands,causes of action,suits or other litigation,arising out of
or related to Seller's
Goods or Services provided by the Buyer to a third party,including but not limited to products or services that may be related to Seller's Goods or Services.Seller•s liability shall
end upon expiration of the
applicable warranty period,provided that Buyer may continue to enforce a claim for which it has given notice prior to that date by commencing an action or arbitration,as applicable
under this Agreement,
before expiration of any statute of limitations or other legal time limitation but in no event later than five(5)months after expiration of such warranty period.For purposes of this
section"Seller"shall
include Seller,its affiliates,subcontractors and suppliers of any tier,and their respective agents and employees,individually or collectively.
13.General Indemnity.Seller shall indemnify and hold harmless Buyer from claims for physical damage to third party property or injury to persons,including death,to the extent caused
by the negligence of
Seller or its officers,agents,employees,and/or assigns while engaged in activities under this Agreement.Buyer shall likewise indemnify and hold harmless Seller from claims for physical
damage to third
party property or injury to persons,including death,to the extent caused by the negligence of Buyer,its officers,agents,employees,and/or assigns.In the event such damage or injury
is caused by the joint
or concurrent negligence of Seller and Buyer,the loss shall be home by each Party in proportion to its negligence.For the purpose of this Section:(i)"Third -
shall not include Buyer or any subsequent
owner of the Goods or Services,their subsidiaries,parents,affiliates,agents,successors or assigns including any operation or maintenance contractor,or their insurer;and(ii)no portion
of the Goods is
"third party property". Buyer expressly acknowledges that the limited or excluded warranties or liabilities stipulated herein and waivers of actions against Seller deriving from
the same,are also stipulated in
favor of Seller's insurers.
14.Conflicts;No Third-Parry Beneficiary Rights.If there is any conflict between this Agreement and any written proposal or quotation provided by Seller,then the terms and conditions
set forth in the
proposal or quotation shall prevail.If any term or condition of this Agreement or any accompanying terms and conditions are held invalid or illegal,then such terms and conditions
shall be reformed to be
made legal or valid or deleted,but the remaining tennis and conditions shall remain in full force and effect,and the Agreement shall be interpreted and implemented in a mannerwhich
best fulfills our
intended agreement. Except as specifically set forth above in Sections 2 entitled"Buyer Obligations",11 entitled"Confidentiality and Intellectual Property"and 12 entitled"Limitation
on Liability", this
Agreement and all of the provisions hereof shall be binding upon and inure only to the benefit of the parties hereto and their respective successors and permitted assigns,and no
other party,including any
employee or creditor of any party hereto or any affiliate thereof,shall have any rights or obligations hereunder.
15.Assignment and Subcontracting.To the extent permitted by applicable law,Seller may assign or novate its rights and obligations under this Agreement,in whole or in part,to any
of its affiliates and/or
may assign any of its accounts receivable under this Agreement to any patty without Buyer's consent. Buyer agrees to execute any documents that maybe necessary to complete Seller's
assignment or
novation.This Agreement shall not otherwise be assigned by either Party without the other Party's prior written consent,and any assignment without said consent shall be void. Nothing
herein shall prevent
the Seller from placing or permitting the placing of subcontracts or orders on others for the supply of materials,manpower or services within the Seller's scope of supply provided
that the placing of such
subcontracts or orders shall not in anyway relieve the Seller from any of its obligations under this Agreement,and provided that Seller will procure that its subcontractors(to the
extent engaged for Seller's
scope hereunder)comply with all known and reasonable instructions related to accessing Buyer's facility.
16.Emergencies.If the safety of Seller's personnel is threatened or likely to be threatened by circumstances outside the reasonable control of Seller,including but not limited to
war,armed conflict,civil
unrest,riots,terrorism,kidnapping,presence of or exposure to hazardous materials,unsafe working conditions,or by the threat of such circumstances or a lack of adequate protections
against such
circumstances,Seller shall,with no liability as per the terms of the Agreement,be entitled to take all necessary steps to ensure the security and safety of its personnel including
the evacuation of personnel
until such circumstances no longer apply and suspension of its obligations under the Agreement until said circtunstances,at Seller's sole opinion,have ceased.Any such occurrence
shall be considered an
excusable delay event.Buyer shall reasonably assist in the event of any such evacuation
17.Termination and Susperasion.This Agreement and any performance pursuant to it may be tetmimted or suspended by either party if the other party(a)is the subject of bankruptcy or
insolvency
proceedings;or(b)defaults in its material obligations under this Agreement,and such default is not cured within thirty(30)days;(b)If Seller shall have any doubt at any time as to
Buyer's ability to pay,
Seller,without any liability and without being subject to any penalties that may be applicable as negotiated with Buyer,may decline to make deliveries of Goods or provide Services
except on receipt of
satisfactory security.Upon the termination of this Agreement:(a)Buyer agrees to pay for all Goods in Buyer's possession or for which title has passed to Buyer,at current prices or
at such other prices as
have been agreed to in writing;and(b)all amounts owing,if any,for the equipment or tanks relating to those Goods shall immediately become due and shall be paid within thirty(30)days
of receipt of an
invoice.In the event of cancellation of an order by Buyer,a cancellation charge will be made against the Buyer,in proportion to the work completed by Seller,or obligated against
the order,plus any
cancellation charges assessed against Seller by Seller's suppliers.In addition,unless Buyer has been invoiced by Seller specifically for all Goods delivered(including any levelized
billing agreements that
have already reconciled based on shipments),Seller will invoice Buyer and Buyer shall pay Seller for all Goods on Buyer's site at the time of termination,including any fixed fees,consignment
and
production based agreements.
18-Governing Law and Dispute Resolution. This Agreement shall be governed by the substantive laws of the State of New York.If the Agreement includes the sale of Goods and the Buyer
is outside the
Seller's country,the United Nations Convention on Contracts for the International Sale of Goods shall apply.In the event of a dispute concerning this Agreement,the complaining party
shall notify the other
party in writing thereof Management level representatives of both parties shall meet at an agreed location to attempt to resolve the dispute in good faith.Should the dispute not
be resolved within thirty(30)
days after such notice,the complaining party shall seek remedies exclusively through arbitration.The seat of arbitration shall be the federal district court in Philadelphia,PA,and
the rules of the arbitration
will be the Commercial Arbitration Rules of the American Arbitration Association,which are incorporated by reference into this Section.
19.U.S Government Contracts.This Section 18 applies only if the Agreement is for the direct or indirect sale to any agency of the U.S.Government and/or is funded in whole or in part
by any agency of the
U.S.Government.Buyer agrees that all Goods and Services provided by Seller meet the definition of"commercialoff-the-shelf("COTS")or"commercial item"as those terms are defined in
Federal
Acquisition Regulation("FAR")2.101.To the extent the Buy American Act,Trade Agreements Act,or other domestic preference requirements are applicable to this Agreement,the country
of origin of
Goods is unknown unless otherwise specifically stated by Seller in this Agreement.Buyer agrees that any Services offered by Seller are exempt from the Service Contract Act of 1965(FAR
52.22241).
Buyer represents and agrees that this Agreement is not funded in whole or in part by American Recovery Reinvestment Act funds unless otherwise specifically stated in the Agreement.The
version of any
applicable FAR clause listed in this Section 18 shall be the one in effect on the effective date of this Agreement.If Buyer is an agency of the U.S.Government,then as permitted by
FAR 12.302,Buyer
agrees that all paragraphs of FAR 52.212-4(except those listed in 12.302(6))are replaced with these Terms and Conditions.Buyer further agrees the subparagraphs of FAR 52.212-5 apply
only to the extent
applicable for sale of COTS and/or commercial items and as appropriate for the prices under this Agreement.If Buyer is procuring the Goods or Services as a contractor,or subcontractor
at any tier,on
behalf of any agency of the U.S Government,then Buyer agrees that FAR 52.212-5(e)or 52.244-6(whichever is applicable)applies only to the extent applicable for sale of COTS and/or
commercial items
and as appropriate for the prices under this Agreement.
20.Miscellaneous. No modification,amendment,revision,waiver,or other change shall be binding on either Party unless agreed in writing by the Party's authorized representative. Any
oral or written
representation,warranty,course of dealing,or trade usage not specified herein shall not be binding on either Party. Each Party agrees that it has not relied on,or been induced by,any
representations of the
other Party not contained in this Agreement.