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HomeMy WebLinkAbout2019-234 20200142 Hach Company GOODS AGREEMENT PROVIDER: Hach Company CITY OF PROVIDER'S CONTACT: Jaclyn Westover ASHLAND 20 East Main Street ADDRESS: 5600 Lindbergh Drive Ashland, Oregon 97520 Loveland, CO 80538 Telephone: 541/488-5587 Fax: 541/488-6006 EMAIL: JWestove@hach.com This Goods Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and Hach Company, a foreign business corporation, ("hereinafter "Provider"), for new F1oDar Sensor and Cable and Wireless & Hosting Services. I 1. PROVIDER'S OBLIGATIONS 1.1 Provide new FloDar Sensor and Cable and Wireless & Hosting Services as set forth in the "SUPPORTING DOCUMENTS" attached hereto and, by this reference, incorporated herein. Provider j expressly acknowledges that time is of the essence of any completion date set forth in the SUPPORTING DOCUMENTS, and that no waiver or extension of such deadline may be authorized except in the same manner as herein provided for authority to exceed the maximum compensation. The goods defined and described in the "SUPPORTING DOCUMENTS" shall hereinafter be referred to as "Goods." 1.2 Provider shall obtain and maintain during the term of this Agreement and until City's final acceptance of all Goods received hereunder, a policy or policies of liability insurance including commercial general liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars) for each occurrence for Bodily Injury and Property Damage. 1.2.1 The insurance required in this Article shall include the following coverages: • Comprehensive General or Commercial General Liability, including personal injury, contractual liability, and products/completed operations coverage; • Automobile Liability. 1.2.2 Each policy of such insurance shall be on an "occurrence" and not a "claims made" form, and shall: • Name as additional insured "the City of Ashland, Oregon, its officers, agents and employees" with respect to claims arising out of the provision of Goods under this j Agreement; • Apply to each named and additional named insured as though a separate policy had been issued to each, provided that the policy limits shall not be increased thereby; • Apply as primary coverage for each additional named insured except to the extent that two or more such policies are intended to "layer" coverage and, taken together, they provide total coverage from the first dollar of liability; • Provider shall immediately notify the City of any change in insurance coverage • Provider shall supply an endorsement naming the City, its officers, employees and agents as additional insureds by the Effective Date of this Agreement; and • Be evidenced by a certificate or certificates of such insurance approved by the City. I Page 1 of 7: Goods Agreement between the City of Ashland and Hach f 3.6 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220, 279B.230 and 27913.235. I 3.7 This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue, and expressly consents that, upon motion of the other party, any case may be dismissed or its venue transferred, as appropriate, so as to effectuate this choice of venue. 3.8 Provider shall defend, save, hold harmless and indemnify the City and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of Provider or its officers, employees, contractors, or agents under this Agreement. Any and all indemnification obligations imposed upon Provider are limited to the extent of those damages proportionately caused by Provider's breach of the Agreement, negligence, wrongful conduct, or violations of law. In no case is Provider liable for any damages caused by the negligence, misuse or misapplication of Goods bythe City or third parties. 3.9 Neither party to this Agreement shall hold the other responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the other or the other's officers, employees or agents. 3.10 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the intent of Provider and the City set forth in this Agreement. 3.11 Deliveries will be F.O.B destination. Provider shall pay all transportation and handling charges for the j Goods. Provider is responsible and liable for loss or damage until final inspection and acceptance of the Goods by the City. Provider remains liable for latent defects, fraud, and warranties. 3.12 The City may inspect and test the Goods. The City may reject non-conforming Goods and require Provider to correct them without charge or deliver them at a reduced price, as negotiated. If Provider does not cure any defects within a reasonable time, the City may reject the Goods and cancel this Agreement in whole or in part. This paragraph does not affect or limit the City's rights, including its rights under the Uniform Commercial Code, ORS Chapter 72 (UCC). 3.13 Provider represents and warrants that the Goods are new, current, and fully warranted by the manufacturer. Delivered Goods will comply with SUPPORTING DOCUMENTS and be free from defects in labor, material and manufacture. Provider shall transfer all warranties to the City. 4. SUPPORTING DOCUMENTS 1 4.1 The following documents are, by this reference, expressly incorporated in this Agreement, and arc collectively referred to in this Agreement as the "SUPPORTING DOCUMENTS:" i • The Provider's complete written Quotation dated 02/21/2019. 4.2 This Agreement and the SUPPORTING DOCUMENTS shall be construed to be mutually complimentary and supplementary wherever possible. In the event of a conflict which cannot be so Page 3 of 7: Goods Agreement between the City of Ashland and Hach 7. NOTICE Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in writing to the other party: by personal delivery, by sending via a reputable commercial overnight courier, or by mailing using registered or certified United States mail, return receipt requested, postage prepaid, to the address set forth below: If to the City: Public Works Department Attn: Kevin Golden 20 E. Main Street Ashland, OR 97520 Phone: (541) 488-5587 With a copy to: City of Ashland - Legal Department 20 E. Main Street Ashland, OR 97520 Phone: (541) 488-5350 If to Provider: Hach Attn: Jaclyn Westover 5600 Lindbergh Drive Loveland, CO 80538 Phone: 858-451-2457 Email: 8. WAIVER OF BREACH One or more waivers or failures to object by either party to the other's breach of any provision, term, condition, or covenant contained in this Agreement shall not be construed as a waiver of any subsequent breach, whether or not of the same nature. 9. PROVIDER'S COMPLIANCE WITH TAX LAWS 9.1 Provider represents and warrants to the City that: 9.1.1 Provider shall, throughout the term of this Agreement, including any extensions hereof, comply with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.1.2 Provider, for a period of no fewer than six (6) calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and Page 5 of 7: Goods Agreement between the City of Ashland and Hach IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. CITY OF ASHLAND: HACH (PROVIDER): By: Iv- W~~ By: 444d.2 AX City Adminis or Signature ` Alyssa Prill Printed Name Printed Name 114 hq Bid Support Specialist T Date Title 8/23/19 Date (W-9 is to be submitted with this signed Agreement) APPROVED AS TO FORM: Assistant City Attorney Date 7 4!5~' Page 7 of 7: Goods Agreement between the City of Ashland and Hach II IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. CITY OF ASHLAND: HACH COMPANY (PROVIDER): By: /ityk By: City Admi j;trator Signature cPrinted NamdQ~ Printed Name 14flo Date Title Date is to be submitted with this signed Agreement) APPROVED AS TO FORM: TAssistant City Attorney Date Page 7 of 7: Goods Agreement between the City of Ashland and Hach QUOTATION Quotation Number BAI 19-0724-001P Date: 07-24-19 For: City of Ashland Project: Flow Logger Replacement 20 E Main St Ashland, OR 97520 Contact: Kevin Golden Telephone: 541-488-5347 i Qua Part No. Description Unit Price Extended ntit New FloDar Sensor and Cable 2 Model 4000- Standard FloDar Sensor $6,720.00 $13,440.00 400 2 FD9000CBL- FloDar Sensor 30ft of cable $447.00 $894.00 030 Logger 2 FL901.97.VX Portable Logger, single channel , battery powered data logger with $5,604.00 $11,208.00 internal Verizon modem Activated 4 8624000 Wireless Antenna 3G,4G Miniwing, 1 Oft cable $83.50 $334.00 Wireless & Hosting Services 2 FS-DATAXFR Wireless monthly fee (per meter) $330 / Year $660 per year 2 FS-HOSTING Data hosting monthly fee (per meter) $0 $0 Options 1 800012402 FloDar Laser Alignment Tool $217.00 $217.00 1 8755500 Desiccant Refill Beads Bulk 1.5lbs $33.20 $33.20 1 8528300 Communication Cable from Logger to Computer USB. $136.00 $136.00 Trade-in Offer 2 TRADE-UP Trade-in for old flow meter $1,000.00 -$2,000.00 Est Shipping, $540.00 ALL PRICES ARE IN USD AND DOES NOT INCLUDE TAXES OR Total $25,460.65 SHIPPING NO RETAINAGE'S F.O.B. - Loveland, CO U.S.A. - Prepay & Add This quote will be honored for 60 days from above date. Delivery: 6 Weeks ARO The Local BAI Sales Representative in your area is: Portland Payment Terms: NET 30 DAYS Quoted By: Ken Navidi i Freight: Ground Prepay and Add FICA: Hach's facility California proposition 65: WARNING Q Cancer d Reproductive Harm - w .P65Wamings.ca.gov All purchases of Hach Company products and/or services are expressly and without limitation subject to Hach Company's Terms & Conditions of Sale ("Hach TCS"), incorporated herein by reference and published on Hach Company's website at www.hach.com/terms. Hach TCS are contained directly and/or by reference in Hach's offer, order acknowledgment, and invoice documents. The first of the following acts constitutes an acceptance of Hach's offer and not a counteroffer and creates a contract of sale "Contract" in accordance with the Hach TCS: (i) Buyer's issuance of a purchase order document against Hach's offer; (ii) acknowledgement of Buyer's order by Hach; or (iii) commencement of any performance by Hach pursuant to Buyer's order. Provisions contained in Buyer's purchase documents (including electronic commerce interfaces) that materially alter, add to or subtract from the provisions of the Hach TCS are not part of the Contract. Duo to International regulations, a U.S. Department of Commerce Export License may be required. Hach reserves the right to approve specific shipping agents. Wooden boxes suitable for ocean shipment are extra. Specify final destination to ensure proper documentation and packing suitable for Intomational transport. In addition, Hach may require : 1). A statement of Intended and-use; 2).C.AIfieatian that the Intended end-use does not relate to proliferation of weapons of mass destruction )prohibited nuclear and use, chemical / biological weapons, missile technology): and 3). Certification that the goods will not be diverted contrary to U.S. law. ORDERTERMS: Terms are Subject to Credit Review Please reference the quotation number on your purchase order. Sales tax is not Included. Applicable sales tax will be added to the invoice based on the U.S. destination, if applicable provide a resalelexomption cortifcate. Shipments will be prepaid and added to Invoices unless othorwlso specified. Equipment quoted operates with standard U.S. supply voltage. Hach standard terms and conditions apply to all sales. Additional terms and conditions apply to orders for service partnerships. Prices do not Include delivery of product. Rofamnce adached Freight Charge Schadulo antl Colloct Handling Foos. Standard lead time is 30 days. This Quote Is good for a one time purchase. Sales Contact: Name: Richard Delgadillo Title: Divisional Sales Manager Phone: 970-443-8821 Email: rdelgadi@hach.com Page 1 of 2 HACH COMPANY Headquarters U.S.A. Remittance P.O. Box 389 Phone: 800-227-4224 2207 Collections Center Drive a 5600 Lindbergh Drive Fax: 970-669-2932 Chicago, IL 60693 Loveland, CO 80539-0389 E-Mail: orders@hach.com quotes@hach.com Wire Transfers Purchase Orders techhelp@hach.com Bank of America TM PO Box 608 Export 231 S. LaSalle St. Be Right Loveland, CO 80539-0608 Phone: 970-669-3050 Chicago, IL 60604 Fax: 970-461-3939 Account: 8765602385 Quotation Addendum WebSite: www.hach.com Email: intl@hach.com Routing (ABA): 071000039 ADVANTAGES OF WORKING WITH HACH Technical Support Pick&ShipT' Hach ServicePlus@ Proms Provides post-sale instrumentation and Pick&Ship' Program offers a better way Instrument Protection and Service application support to keep your supplies in stock Savings of more than 20% versus a Hach's highly skilled Technical Convenience of one purchase order for "pay as you go" approach Support staff is dedicated to helping you the entire year Freedom from maintenance resolve technical issues before, during Flexibility to change, cancel or create Worry-free compliance with Hach's and after the sale. new orders certification Available via phone, e-mail, or live Savings from locking in prices & thus Fixed maintenance budget for the online chat at Hach.com! avoiding price surges and rush charges entire year Toll-free phone: 800-227-4224 Peace of mind with automatic, reliable E-mail: techhelp@hach.com shipments just as you need them www.Hach.com www.Hach.com/pickandship www.hach.com/service-contracts ADVANTAGES OF SIMPLIFIED SHIPPING AND HANDLING Safe & Fast Delivery Save Time - Less Hassle Save Money Receive tracking numbers on your No need to set up deliveries for orders or No additional invoice to process - order acknowledgement to schedule pickup save on time and administrative costs Hach will assist with claims if an order Hach ships order as product is available, Only pay shipping once, even if is lost or damaged in shipment at no additional charge, when simplified multiple shipments are required shipping and handling is used. STANDARD SIMPLIFIED SHIPPING AND HANDLING CHARGES 1° 2° s Pricing Effective 91112018 Collect 4 Standard Second Day Next Day Second Day Next Day Handling Fee Total Price of Surface Delivery Delivery Delivery Delivery Effective Merchandise Ordered (Mainland USA) (Mainland USA) (Mainland USA) (Alaska & Hawaii) (Alaska & Hawaii) 911118 $0.00 - $49.99 $11.99 $29.99 $55.93 $48.14 $91.51 $8.55 $50.00 - $149.99 $18.15 $53.50 $100.95 $76.72 $145.86 $8.79 $150.00 - $349.99 $31.89 $85.07 $173.28 $107.34 $208.91 $9.34 $350.00-$649.99 $44.62 $116.69 $232.06 $145.87 $282.46 $9.83 $650.00 - $949.99 $56.51 $122.52 $256.39 $151.70 $285.96 $10.18 - $950.00 - $1,999.99 - $71.10 $151.18 $319.67 $179.91 $348.12 $11.12 1 - $2,000.00 - $3,999.99 $81.68 $159.89 $327.55_ $185.99 $353.77 $12.84 $4,000.00 - $5,999.99 $94.70 $166.08 $343.37 $186.85 $363.97 $15.81 $6,000.00 $7,999.99 $111.89 $189.09 - $390.97 $206.11 -_r $397.36 $18.44 $8,000.00 - $9,999.99 $128.30 - $215.91 $421.91 $231.03 $438.15 $21.28 - Over $10,000 2% of Net 4% of Net 6% of Net 4% of Net 6% of Net $32.91 Order Value Order Value Order Value Order Value Order Value 1 Shipping & Handling charges shown are only applicable to orders billing and shipping to U.S. destinations. Shipping & Handling charges will be prepaid and added to invoice. Shipping & Handling for the Reagent Delivery Program is charged on each shipment release and is based on the total price of each shipment release. Shipping & Handling charges are subject to change without notice. 2 Additional Shipping & Handling charges will be applied to orders containing bulky and/or especially heavy orders. Refrigerated and all weather Samplers do not qualify for simplified Shipping & Handling charges, and are considered heavy products. Dissolved Oxygen Sensors can be damaged if exposed to temps below freezing, causing sensor failure. Must be shipped over night or 2nd day air during the cold weather months. 3 Orders shipping to Alaska or Hawaii: Additional Shipping & Handling charges may be applied at time of order processing. Second Day and Next Day delivery is not available to all destinations. 4 Hach Company will assess a collect handling fee on orders with collect shipping terms. This handling fee covers the additional costs that Hach Company incurs from processing and managing collect shipments. SALES TAX Sales Tax is not included in the attached quotation. Applicable sales and usage taxes will be added to your invoice, at the time of order, based on U.S. destination of goods, unless a valid resale/exemption certificate for destination state is provided to the above MACH COMPANY 5,6,0G ucb-j . ?~i•:e ir. 80< 385 Loveland 8053970 EE5 C~C 970 669 2932 1 hach c,)0- TERMS & CONDITIONS OF SALE FOR HACH COMPANY PRODUCTS AND SERVICES This document sets forth the Terms & Conditions of Sale for goods DAYS from date of the invoice without regard to delays for inspection or manufactured and/or supplied, and services provided, by Hach Company of transportation, with payments to be made by check to Hach at the above Loveland, Colorado ("Hach") and sold to the original purchaser thereof address or by wire transfer to the account stated on the front of Hach's invoice, ("Buyer"). Unless otherwise specifically stated herein, the term "Hach" or for customers with no established credit, Hach may require cash or credit includes only Hach Company and none of its affiliates. Unless otherwise card payment in advance of delivery. In the event payments are not made or specifically stated in a previously-executed written purchase agreement not made in a timely manner, Hach may, in addition to all other remedies signed by authorized representatives of Hach and Buyer, these Terms & provided at law, either: (a) declare Buyer's performance in breach and Conditions of Sale establish the rights, obligations and remedies of Hach and terminate this Contract for default, (b) withhold future shipments until Buyer which apply to this offer and any resulting order or contract for the sale delinquent payments are made, (c) deliver future shipments on a cash-with- of Hach's goods and/or seirvices ("Products"). order or cash-in-advance basis even after the delinquency is cured; (d) charge interest on the delinquency at a rate of 1-1/2% per month or the maximum rate APPLICABLE TERMS & CONDITIONS: These Terms & Conditions of Sale permitted by law, if lower, for each month or part thereof of delinquency in contained directly and/or by reference in Hach's offer, order acknowledgment, and payment plus applicable storage charges and/or inventory carrying charges, (e) )ice documents. The first of the following acts constitutes an acceptance of Hach's repossess the Products for which payment has not been made, (f) recover all r and not a counteroffer and creates a contract of sale ("Contract") in accordance with costs of collection including reasonable attorney's fees, or (g) combine any of >e Terms & Conditions. (i) Buyer's issuance of a purchase order document against the above rights and remedies as is practicable and permitted by law. Buyer is :h's offer, (ii) acknowledgement of Buyer's order by Hach, or (iii) commencement of prohibited from setting off any and all monies owed under this from any other performance by Hach pursuant to Buyers order. Provisions contained in Buyer's sums, whether liquidated or not, that are or may be due Buyer, which arise out :hase documents (including electronic commerce interfaces) that materially alter, of a different transaction with Hach or any of its affiliates. Should Buyers to or subtract from the provisions of these Terms & Conditions of Sale are not a part financial responsibility become unsatisfactory to Hach in its reasonable ie Contract. discretion, Hach may require cash payment or other security. If Buyer fails to meet these requirements, Hach may treat such failure as reasonable grounds CANCELLATION: Buyer may cancel goods orders subject to fair charges for repudiation of this Contract, in which case reasonable cancellation charges Hach's expenses including handling, inspection, restocking, freight and invoicing shall be due Hach. Buyer grants Hach a security interest in the Products to rges as applicable, provided that Buyer returns such goods to Hach at Buyer's secure payment in full, which payment releases the security interest but only if ense within 30 days of delivery and in the same condition as received. Buyer may such payments could not be considered an avoidable transfer under the U.S. cel service orders on ninety (90) day's prior written notice and refunds will be prorated Bankruptcy Code or other applicable laws. Buyers insolvency, bankruptcy, ed on the duration of the service plan. Inspections and re-instatement fees may apply assignment for the benefit of creditors, or dissolution or termination of the n cancellation or expiration of service programs. Seller may cancel all or part of any existence of Buyer, constitutes a default under this Contract and affords Hach =r prior to delivery without liability if the order includes any Products that Seller all the remedies of a secured party under the U.C.C., as well as the remedies :rmines may not comply with export, safety, local certification, or other applicable stated above for late payment or non-payment. See 1120 for further wire transfer ipliance requirements. requirements. DELIVERY: Delivery will be accomplished FCA Hach's facility locate7d in LIMITED WARRANTY: Hach warrants that Products sold hereunder will be es, Iowa or Loveland, Colorado, United States (Incoterms 2010). For orders having a free from defects in material and workmanship and will, when used in accordance I destination within the U.S., legal title and risk of loss or damage pass to Buyer upon with the manufacturer's operating and maintenance instructions, conform to any sfer to the first carrier. For orders having a final destination outside the U.S., legal title express written warranty pertaining to the specific goods purchased, which for most risk of loss or damage pass to Buyer when the Products enter international waters Hach instruments is for a period of twelve (12) months from delivery. Hach airspace or cross an international frontier. Hach will use commercially reasonable warrants that services furnished hereunder will be free from defects in workmanship rts to deliver the Products ordered herein within the time specified on the face of this for a period of ninety (90) days from the completion of the services. Parts itract or, if no time is specified, within Hach's normal lead-time necessary for Hach to provided by Hach in the performance of services may be new or refurbished parts ver the Products sold hereunder. Upon prior agreement with Buyer and for an functioning equivalent to new parts. Any non-functioning parts that are repaired by itional charge, Hach will deliver the Products on an expedited basis. Standard service Hach shall become the property of Hach. No warranties are extended to very hours are 8 am - 5 pm Monday through Friday, excluding holidays. consumable items such as, without limitation, reagents, batteries, mercury cells, and light bulbs. All other guarantees, warranties, conditions and INSPECTION: Buyer will promptly inspect and accept any Products representations, either express or implied, whether arising under any statute, vered pursuant to this Contract after receipt of such Products. In the event the law, commercial usage or otherwise, including implied warranties of ducts do not conform to any applicable specifications, Buyer will promptly notify merchantability and frfness for a particular purpose, are hereby excluded. The :h of such nonconformance in writing. Hach will have a reasonable opportunity to sole remedy for Products not meeting this Limited Warranty is replacement, credit or air or replace the nonconforming product at its option. Buyer will be deemed to refund of the purchase price. This remedy will not be deemed to have failed of its e accepted any Products delivered hereunder and to have waived any such essential purpose so long as Hach is willing to provide such replacement, credit or conformance in the event such a written notification is not received by Hach within refund. y (30) days of delivery. 8. INDEMNIFICATION: Indemnification applies to a party and to such party's PRICES & ORDER SIZES: All prices are in U.S. dollars and are based on successors-in-interest, assignees, affiliates, directors, officers, and employees very as stated above. Prices do not include any charges for services such as insurance, ("Indemnified Parties"). Hach is responsible for and will defend, indemnify and hold <erage fees, sales, use, inventory or excise taxes, import or export duties, special harmless the Buyer Indemnified Parties against all losses, claims, expenses or ncing fees, VAT, income or royalty taxes imposed outside the U.S., consular fees, damages which may result from accident, injury, damage, or death due to Hach's cial permits or licenses, or other charges imposed upon the production, sale, breach of the Limited Warranty. Buyer is responsible for and will defend, indemnify and ribution, or delivery of Products. Buyer will either pay any and all such charges or hold harmless the Hach Indemnified Parties against all losses, claims, expenses or Jide Hach with acceptable exemption certificates, which obligation survives damages which may result from accident, injury, damage, or death due to negligence, ormance under this Contract. Hach reserves the right to establish minimum order misuse or misapplication of any goods or services, violations of law, or the breach of es and will advise Buyer accordingly. any provision of this Contract by the Buyer, its affiliates, or those employed by, controlled by or in privity with them. Buyers workers' compensation immunity, if any, PAYMENTS: All payments must be made in U.S. dollars. For Internet does not preclude or limit its indemnification obligations. ors, the purchase price is due at the time and manner set forth at www.hach.com. )ices for all other orders are due and payable NET 30 9. PATENT PROTECTION: Subject to all limitations of liability provided herein, Hach will, with respect to any Products of Hach's design or manufacture, indemnify Buyer from any and all damages and costs as finally determined by a court of competent jurisdiction in any suit for infringement of any U.S. patent (or European patent for Products that Hach sells to Buyer for end use in a Be Righr TERMS AND CONDITIONS OF SALE FOR HACH(D PRODUCTS member state of the E.U.) that has issued as of the delivery date, solely by improper use or handling, accident, neglect, power surge, or operation in an reason of the sale or normal use of any Products sold to Buyer hereunder and environment or manner in which the instrument is not designed to operate or from reasonable expenses incurred by Buyer in defense of such suit if Hach is not in accordance with Hach's operating manuals, (c) the use of parts or does not undertake the defense thereof, provided that Buyer promptly notifies accessories not provided by Hach, (d) damage resulting from acts of war, Hach of such suit and offers Hach either (i) full and exclusive control of the terrorism or nature, (e) services outside standard business hours; (f) site defense of such suit when Products of Hach only are involved, or (ii) the right prework not complete per proposal, or (g) any repairs required to ensure to participate in the defense of such suit when products other than those of equipment meets manufacturer's specifications upon activation of a service Hach are also involved. Hach's warranty as to use patents only applies to agreement. infringement arising solely out of the inherent operation of the Products according to their applications as envisioned by Hach's specifications. In tAse SITE ACCESS / PREPARATION / WORKER SAFETY / the Products are in such suit held to constitute infringement and the use of the ENVIRONMENTAL Products is enjoined, Hach will, at its own expense and at its option, either COMPLIANCE: In connection with services provided by Hach, Buyer agrees to procure for Buyer the right to continue using such Products or replace them permit prompt access to equipment. Buyer assumes full responsibility to back- with non-infringing products, or modify them so they become non-infringing, up or otherwise protect its data against loss, damage or destruction before or remove the Products and refund the purchase price (prorated for services are performed. Buyer is the operator and in full control of its premises, depreciation) and the transportation costs thereof. The foregoing states the including those areas where Hach employees or contractors are performing entire liability of Hach for patent infringement by the Products. Further, to the service, repair and maintenance activities. Buyer will ensure that all necessary same extent as set forth in Hach's above obligation to Buyer, Buyer agrees to measures are taken for safety and security of working conditions, sites and defend, indemnify and hold harmless Hach for patent infringement related to installations during the performance of services. Buyer is the generator of any (x) any goods manufactured to the Buyer's design, (y) services provided in resulting wastes, including without limitation hazardous wastes. Buyer is solely accordance with the Buyer's instructions, or (z) Hach's Products when used in responsible to arrange for the disposal of any wastes at its own expense. Buyer combination with any other devices, parts or software not provided by Hach will, at its own expense, provide Hach employees and contractors working on hereunder. Buyer's premises with all information and training required under applicable safety compliance regulations and Buyer's policies. If the instrument to be TRADEMARKS AND OTHER LABELS: Buyer agrees not to remove or alter serviced is in a Confined Space, as that term is defined under OSHA regulations, indicia of manufacturing origin or patent numbers contained on or within the Buyer is solely responsible to make it available to be serviced in an unconfined ducts, including without limitation the serial numbers or trademarks on nameplates or space. Hach service technicians will not work in Confined Spaces. In the event t, molded or machined components. that a Buyer requires Hach employees or contractors to attend safety or compliance training programs provided by Buyer, Buyer will pay Hach the SOFTWARE AND DATA. All licenses to Hach's separately-provided standard hourly rate and expense reimbursement for such training attended. ware products are subject to the separate software license agreement(s) The attendance at or completion of such training does not create or expand any ompanying the software media. In the absence of such express licenses and for all warranty or obligation of Hach and does not serve to alter, amend, limit or ~r software, Hach grants Buyer only a personal, non-exclusive license to access and supersede any part of this Contract. the software provided by Hach with Products purchased hereunder solely as essary for Buyer to enjoy the benefit of the Products. A portion of the software'lr5ay LIMITATIONS ON USE: Buyer will not use any Products for any purpose tain or consist of open source software, which Buyer may use under the terms and other than those identified in Hach's catalogs and literature as intended uses. Unless ditions of the specific license under which the open source software is distributed. Hach has advised the Buyer in writing, in no event will Buyer use any Products in er agrees that it will be bound by all such license agreements. Title to software drugs, food additives, food or cosmetics, or medical applications for humans or rains with the applicable licensor(s). In connection with Buyer's use of Products, animals. In no event will Buyer use in any application any Product that requires FDA :h may obtain, receive, or collect data or information, including data produced by the 510(k) clearance unless and only to the extent the Product has such clearance. Buyer ducts. In such cases, Buyer grants Hach a non-exclusive, worldwide, royalty-free, will not sell, transfer, export or re-export any Hach Products or technology for use :)etual, non-revocable license to use, compile, distribute, display, store, process, in activities which involve the design, development, production, use or stockpiling of -oduce, or create derivative works of such data, or to aggregate such data for use in nuclear, chemical or biological weapons or missiles, nor use Hach Products or anonymous manner, solely to facilitate marketing, sales and R&D activities of Hach and technology in any facility which engages in activities relating to such weapons. Unless rffiliates. the "ship-to" address is in California, U.S.A., the Products are not intended for sale in California and may lack markings required by California Proposition 65, accordingly, PROPRIETARY INFORMATION, PRIVACY: "Proprietary Information" unless Buyer has ordered Products specifying a California ship-to address, Buyer will ins any information, technical data or know-how in whatever form, whether not sell or deliver any Hach Products for use in California. Any warranty granted by umented, contained in machine readable or physical components, mask works or Hach is void if any goods covered by such warranty are used for any purpose not /ork, or otherwise, which Hach considers proprietary, including but not limited to permitted hereunder. /ice and maintenance manuals. Buyer and its customers, employees and agents keep confidential all such Proprietary Information obtained directly or indirtfttly EXPORT AND IMPORT LICENSES AND COMPLIANCE WITH LAWS: Hach and will not transfer or disclose it without Hach's prior written consent, or Unless otherwise specified in this Contract, Buyer is responsible for obtaining it for the manufacture, procurement, servicing or calibration of Products or any any required export or import licenses. Buyer will comply with all laws and ilar products, or cause such products to be manufactured, serviced or calibrated by or regulations applicable to the installation or use of all Products, including -ured from any other source, or reproduce or otherwise appropriate it. All such applicable import and export control laws and regulations of the U.S., E.U. and prietary Information remains Hach's property. No right or license is granted to Buyer any other country having proper jurisdiction, and will obtain all necessary is customers, employees or agents, expressly or by implication, with respect to the export licenses in connection with any subsequent export, re-export, transfer prietary Information or any patent right or other proprietary right of Hach, except for and use of all Products and technology delivered hereunder. Buyer will comply limited use licenses implied by law. Hach will manage Customer's information and with all local, national, and other laws of all jurisdictions globally relating to 3onal data in accordance with its Privacy Policy, located at anti-corruption, bribery, extortion, kickbacks, or similar matters which are //www.hach_com/privacypolicy. applicable to Buyer's business activities in connection with this Contract, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as CHANGES ANDADDITIONAL CHARGES: Hach reservesthe rightto make amended (the "FCPA"). Buyer agrees that no payment of money or provision ign changes or improvements to any products of the same general class as Products of anything of value will be offered, promised, paid or transferred, directly or ig delivered hereunder without liability or obligation to incorporate such changes or indirectly, by any person or entity, to any government official, government rovements to Products ordered by Buyer unless agreed upon in writing before the employee, or employee of any company owned in part by a government, ducts' delivery date. Services which must be performed as a result of any of the political party, political party official, or candidate for any government office or )wing conditions are subject to additional charges for labor, travel and parts: (a) political party office to induce such organizations or persons to use their ipment alterations not authorized in writing by Hach, (b) damage resulting from authority or influence to obtain or retain an improper business advantage for Buyer or for Hach, or which otherwise constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any v. 2018-09-17 2 3 Bainbridge Ai ssea;iaies, ][no. improper advantage, with respect to any of Buyer's activities related to this Contract. Hach asks Buyer to "Speak Upl" if aware of any violation of law, regulation or our Standards of Conduct CSOC") in relation to this Contract. See httol/danaheccom4ntegrity-and-compliance and www.danaherinteority.com for a copy of the SOC and for access to cur Helpline portal. RELATIONSHIP OF PARTIES: Buyer is not an agent or representative of Hach and will not present itself as such under any circumstances unless and to the extent it has been formally screened by Hach's compliance department and received a separate duly-authorized letter from Hach setting forth the scope and limitations of such authorization. FORCE MAJEURE: Hach is excused from performance of its obligations under this Contract to the extent caused by acts or omissions that are beyond its control of, including but not limited to Government embargoes, blockages, seizures or freeze of assets, delays or refusals to grant an export or importlicense or the suspension or revocation thereof, or any other acts of any Government; fires, floods, severe weather conditions, or any other acts of God; quarantines; labor strikes or lockouts; dots; strife; insurrections; civil disobedience or acts of criminals or terrorists; war, material shortages or delays in deliveries to Hach by third parties. In the event of the existence of any force majeure circumstances, the period of time for delivery, payment terms and payments under any letters of credit will be extended for a period of lime equal to the period of delay. If the farce majeure circumstances extend for six months, Hach may, at its option, terminate this Contract without penalty and without being deemed in default or in breach thereof. NON ASSIGNMENT AND WAIVER: Buyer will not transfer or assign this Contract or any rights or interests hereunder without Hach's prior written consent. Failure of either party to insist upon strict performance of any provision of this Contract, or to exercise any right or privilege contained herein, or the waiver of any breach of the terms or conditions of this Contract will not be construed as thereafter waiving any such tents, conditions, rights, or privileges, and the same will continue and remain in force and effect as if no waiver had occurred. WIRE TRANSFERS: Buyer and Hach both recognize that there is a risk of wire fraud when individuals impersonating a business demand immediate payment under new wire transfer instructions. To avoid this risk, Buyer must verbally confirm any new or changed wire transfer instructions by calling Hach at +1-970-663-1377 and speaking with Hach's Credit Manager before transferring any monies using the new wire instructions. Bath parties agree that they will not institute wire transfer instruction changes and require immediate payment under the new instructions but will instead provide a ten (10) day grace period to verity any wire transfer instruction changes before any outstanding payments are due using the new instructions. 21. LIMITATION OF LIABILITY: None of the Hach Indemnified Parties will be liable to Buyer under any circumstances for any special, treble, incidental or consequential damages, including without limitation, damage to or loss of property other than for the Products purchased hereunder; damages incurred in Installation, repair or replacement; lost profits, revenue or opportunity; Toss of use; losses resulting from or related to downtime of the products or inaccurate measurements or reporting; the cost of substitute products; or claims of Buyer's customers for such damages, howsoever caused, and whether based on warranty, contract, and/or tort (Including negligence, strict liability or otherwise). The total liability of the Hach Indemnified Parfies arising out of the performance or nonperformance hereunder or Hach's obligations in connection with the design, manufacture, sale, delivery, and/or use of Products will in no circumstance exceed in the aggregate a sum equal to twice the amountactually paidto Hachfor Products delivered hereunder. 22. APPLICABLE LAWAND DISPUTE RESOLUTION: The construction, interpretation and performance hereof and all transactions hereunder shall be governed by the laws of the State of Colorado, without regard to its principles or laws regarding conflicts of laws. If any provision of this Contract violates any Federal, State or local statutes or regulations of any countries having jurisdiction of this transaction, or is illegal for any reason, said provision shall be self-deleting without affecting the validity of the remaining provisions. Unless otherwise specifically agreed upon in writing between Hach and Buyer, any dispute relating to this Contract which is not resolved by the parties shall be adjudicated in order of preference by a court of competent jurisdiction (i) in the State of Colorado, U.S.A. if Buyer has minimum contacts with Col Controls for the Process Industry - Manufacturers Representatives Seattle Office Portland Office P.O. Box 966 Olalla, WA 98359 P.O. Box909 Camas, WA 98607 (253) 857-7800 - Fax: (253)857-6870 (503)697-9711 - Fax (503) 697-9970 Email: Info@bainbridaeanoo.com Email: knavidi@bainbrid¢eassoe.com Tami Campos From: Westover, Jaclyn J <JWestove@hach.com> Sent: Friday, August 23, 2019 9:58 AM To: Tami Campos Subject: RE: Hach Flow Meter Quote The person that I had sign it is also off site. Last time you were able to just accept the electronic copy. Is there any way you could try to convince them just to accept the emailed copy? JACKIE WESTOVER 1 Field Sales Support Specialist P 970.278.4936 1 F 970.619.5092 Hach I www.hach.com 1 jwestove@hach.com Be confident in your water analysis. Be right with expert answers, outstanding support, and reliable, easy-to-use solutions from Hach From: Tami Campos <tami.campos@ashland.or.us> Sent: Friday, August 23, 2019 10:11 AM To: Westover, Jaclyn J <JWestove@hach.com> Cc: Delgadillo, Richard <rdelgadi@hach.com>; knavidi@bainbridgeassoc.com Subject: RE: Hach Flow Meter Quote Thank you very much Jaclyn! Could you please send us a wet signed original in the mail as well? Have a great weekend! Ta*vw -0 e, M a&-Ca*YLP ak Administrative Analyst City of Ashland, Public Works Department 20 East Main Street, Ashland, OR 97520 541-552-2420 Fax: 541-488-6006, TTY: 1-800-735-2900 Like Public Works on Facebook for updates and information! Like Ashland Water Conservation on Facebook for updates and information! This email transmission is official business of the City of Ashland, and it is subject to Oregon Public Records law for disclosure and retention. If you have received this message in error, please contact me at 541-552-2420. Thank you. From: Westover, Jaclyn J <JWestove@hach.com> Sent: Friday, August 23, 2019 8:42 AM To: Tami Campos <tami.campos@ashland.or.us> Cc: Delgadillo, Richard <rdelgadi@hach.com>; knavidi@bainbridgeassoc.com Subject: RE: Hach Flow Meter Quote Good Morning Tami Attached is the signed document and the updated insurance you requested for the additional flow meters. Please let us know if we can be of further assistance. 1 JACKIE WESTOVER I Field Sales Support Specialist P 970.278.4936 1 F 970.619.5092 Hach I www.hach.com I jwestove@hach.com Be confident in your water analysis. Be right with expert answers, outstanding support, and reliable, easy-to-use solutions from Hach From: Tami Campos <tami.campos@ashland.or.us> Sent: Wednesday, August 21, 2019 11:44 AM To: Westover, Jaclyn J <JWestove@hach.com> Subject: RE: Hach Flow Meter Quote Yes we have to request a new Purchase Order from our Purchasing department since this is in addition to the last flow meters we purchased. We are basically starting over again 0 Ta,v 70e, Ma&-Ca*yLPak Administrative Analyst City of Ashland, Public Works Department 20 East Main Street, Ashland, OR 97520 541-552-2420 Fax: 541-488-6006, TTY: 1-800-735-2900 Like Public Works on Facebook for updates and information! Like Ashland Water Conservation on Facebook for updates and information! This email transmission is official business of the City of Ashland, and it is subject to Oregon Public Records law for disclosure and retention. If you have received this message in error, please contact me at 541-552-2420. Thank you. From: Westover, Jaclyn J <JWestove@hach.com> Sent: Wednesday, August 21, 2019 10:38 AM To: Tami Campos <tami.campos@ashland.or.us> Subject: RE: Hach Flow Meter Quote Does this need to be signed with every transaction? You can still use the signed the documents that we used before. JACKIE WESTOVER I Field Sales Support Specialist P 970.278.4936 1 F 970.619.5092 Hach I www.hach.com I iwestove@hach.com Be confident in your water analysis. Be right with expert answers, outstanding support, and reliable, easy-to-use solutions from Hach From: Tami Campos <tami.campos@ashland.or.us> Sent: Wednesday, August 21, 2019 11:06 AM To: Westover, Jaclyn J <JWestove@hach.com> Cc: Kevin Golden <kevin.golden@ashland.or.us>; Jason Robustelli <iason.robustelli@ashland.or.us>; Delgadillo, Richard <rdelgadi@hach.com> Subject: RE: Hach Flow Meter Quote Good morning Jacyln, 2 Attached is the contract packet for the next two flow meters we would like to purchase. Please sign the contract and send back to me a wet signed copy, as well as your insurance documents. I will be sure to notate on the PO that we are utilizing the City's FeclEx account for shipping. Please let me know if you have any questions. Thank you, 7"a4VtvDe,M' -ca*npo-k Administrative Analyst City of Ashland, Public Works Department 20 East Main Street, Ashland, OR 97520 541-552-2420 Fax: 541-488-6006, TTY: 1-800-735-2900 Like Public Works on Facebook for updates and information! Like Ashland Water Conservation on Facebook for updates and information! This email transmission is official business of the City of Ashland, and it is subject to Oregon Public Records law for disclosure and retention. If you have received this message in error, please contact me at 541-552-2420. Thank you. From: Tami Campos Sent: Tuesday, August 20, 2019 11:21 AM To: Westover, Jaclyn J <JWestove@hach.com> Subject: RE: Hach Flow Meter Quote Ok, thank you! Ta.ww C)e., M U&-ca*nP0-S1 Administrative Analyst City of Ashland, Public Works Department 20 East Main Street, Ashland, OR 97520 541-552-2420 Fax: 541-488-6006, TTY: 1-800-735-2900 I" Like Public Works on Facebook for updates and information! Like Ashland Water Conservation on Facebook for updates and information! This email transmission is official business of the City of Ashland, and it is subject to Oregon Public Records law for disclosure and retention. If you have received this message in error, please contact me at 541-552-2420. Thank you. From: Westover, Jaclyn J <JWestove@hach.com> Sent: Tuesday, August 20, 2019 10:49 AM To: Tami Campos <tami.campos@ashland.or.us> Subject: RE: Hach Flow Meter Quote Yes you may. Just be sure you reference this information with the carrier and your acct # on the P0. 3 JACKIE WESTOVER I Field Sales Support Specialist P 970.278.4936 1 F 970.619.5092 Hach I www.hach.com I jwestove@hach.com Be confident in your water analysis. Be right with expert answers, outstanding support, and reliable, easy-to-use solutions from Hach From: Tami Campos <tami.campos@ashland.or.us> Sent: Tuesday, August 20, 2019 11:13 AM To: Westover, Jaclyn J <JWestove@hach.com> Cc: Kevin Golden <kevin.golden@ashland.or.us> Subject: RE: Hach Flow Meter Quote Hello Jaclyn, I am working on the new contract for two more flow meters. Could we use our FedEx account again like we did last time? Thank you, Tavvw-Oev Ma&-Ca*nPo7- Administrative Analyst City of Ashland, Public Works Department 20 East Main Street, Ashland, OR 97520 541-552-2420 Fax: 541-488-6006, TTY: 1-800-735-2900 Like Public Works on Facebook for updates and information! Like Ashland Water Conservation on Facebook for updates and information! This email transmission is official business of the City of Ashland, and it is subject to Oregon Public Records law for disclosure and retention. If you have received this message in error, please contact me at 541-552-2420. Thank you. From: Kevin Golden <kevin.golden@ashland.or.us> Sent: Wednesday, August 07, 2019 1:53 PM To: Tami Campos <tami.campos@ashland.or.us> Subject: FW: Hach Flow Meter Quote We actually have a new slightly different quote... this one includes the alignment tool that was "left out" of the first round... Kevin Golden Engineering Tech 2 City of Ashland, Public Works Department 20 East Main Street, Ashland, OR 97520 Desk: 541-552-2413 TTY: 1-800-735-2900 4 From: knavidi@bainbridgeassoc.com <knavidi@bainbridgeassoc.com> Sent: Wednesday, July 24, 2019 7:28:36 PM To: Kevin Golden <kevin.golden@ashland.or.us> Subject: Hach Flow Meter Quote Kevin, Attached is your flow meter quote, please let me know if you need any edits. It was good meeting with you today and starting up the meters, let me know if you have any issues. Ken Navidi Bainbridge (503) 697-9711 Please be advised that this email may contain confidential information. If you are not the intended recipient, please notify us by email by replying to the sender and delete this message. The sender disclaims that the content of this email constitutes an offer to enter into, or the acceptance of, any agreement; provided that the foregoing does not invalidate the binding effect of any digital or other electronic reproduction of a manual signature that is included in any attachment. Please be advised that this email may contain confidential information. If you are not the intended recipient, please notify us by email by replying to the sender and delete this message. The sender disclaims that the content of this email constitutes an offer to enter into, or the acceptance of, any agreement; provided that the foregoing does not invalidate the binding effect of any digital or other electronic reproduction of a manual signature that is included in any attachment. Please be advised that this email may contain confidential information. If you are not the intended recipient, please notify us by email by replying to the sender and delete this message. The sender disclaims that the content of this email constitutes an offer to enter into, or the acceptance of, any agreement; provided that the foregoing does not invalidate the binding effect of any digital or other electronic reproduction of a manual signature that is included in any attachment. Please be advised that this email may contain confidential information. If you are not the intended recipient, please notify us by email by replying to the sender and delete this message. The sender disclaims that the content of this email constitutes an offer to enter into, or the acceptance of, any agreement; provided that the foregoing does not invalidate the binding effect of any digital or other electronic reproduction of a manual signature that is included in any attachment. 5 Legal Department Review DOCUMENT TRANSMITTAL AND CONTROL This form will accompany the document through the drafting, review, and signature processes, and will be kept with the City's final executed copy of the document. Required fields are indicated in gray scale. Document: Hach Flotiv Meter contract (Include names of parties to the document) Type of Document: Contract © Lease ❑ Easement ❑ Deed ❑ IGA ❑ Other (Specify) Dept Contact: Tami De Mille-Campos ACTION REQUESTED: Dept: Public Works Phone: Ext zT?o ❑ Review Draft Date submitted to Legal: Q8/09/z019 ❑ Approve final and forward to: Draft due by: ASAP (Unless indicated. Legal will return document to yon:) Return Requested by: Tan-ii De Mille-Campos Complete this section ONLY the first time this form is filled out: Has this document been previously worked on by the Legal Dept Staff? No ❑ Yes If yes, by whore? LEGAL DEPT First Date Received by Legal Date: Bye " USE ONLY Returned to Dept. for Revision Date: By~ Received for additional review by Legal Date: By: Returned to Dept. for Revision Date: By: Received for additional review by Legal Date: By: Returned to Dept. for Revision Date: By: Received for Additional Review by Legal Date: By: Returned to Dept for Revision Date: By: Final Logged out by Legal _ Date: i By: o Comments from LEGAL to DEPARTMENT: Comments from DEPAR MENT to L A R ❑ See Attached. You reviewed this back in March when we purchased two of k these flow meters and we are now purchasing two more in the current fiscal year. I Return original executed document to City Does this document need to be recorded? Recorder for safekeeping? ❑ No ❑ Yes Iii No ❑ Yes CITY ADMINISTRATOR / DEPARTMENT HEAD Please do not sign the attached document until this form has been approved by the Legal Dept below: FINAL LEGAL DEPARTMENT APPROVAL: Date: r' G:Alegal\DEPARTMENTS\Contracting\FOR'vlS\Legal Doc Transmittal - KLB.docx FORM #5 CITY OF ASHLAND SOLE-SOURCE DETERMINATION AND WRITTEN FINDINGS GOODS AND SERVICES Less than $100,000 To: Paula Brown, Public Works From: Kevin Golden, Public Works Date: August 20, 2019 Re: Sole Source Determination and Written Findinlzs for Goods and Services In accordance with AMC 2.50.090(F), the Department Head shall determine in writing that there is only one provider of a product or service of the quality and type required available. Estimated total value of contract: $25,460.65 Project name: Illicit Discharge Detection and Elimination (MS4 Permit) and Inflow/Infiltration analysis. Description of goods and services: Hach flow monitors Background: As part of our Municipal Separate Storm Sewer Systems (MS4) permit program, we are required to monitor our sewer system flows to identify and eliminate cross contamination and illicit discharges into our storm water systems. The MS4 permit is granted to us from Oregon DEQ as result of the federal Clean Water Act. The way we have been fulfilling this requirement is with a series of non-contact Flo -dar monitors placed into different areas of the sewer system. The data collected is hosted in a proprietary web-based software package provided by Hach. In addition to the City's MS4 analysis, Staff has been using the flow meters to analyze sewer increases during storm event to track inflows/infiltration. The flow meter data is critical to prioritize data to determine necessary capital infrastructure needs. Our intent through this purchase is to upgrade the non functioning portion of the City's current monitoring system to comply with the requirements of the MS4 permit and DEO data for• the WWTP. This sole source justification applies to the purchase of these flow monitors through the proprietary data hosting by Bainbridge Associates who tire the only Hach representatives within the pacific northwest region. Form #5 - Sole Source -Goods and Services - Less than $100,000, Page 1 of 2, 8/20/2019 This contract is for the purchase of 2 Flo-dar sensors, 2 Data loggers, continued data hosting and the accessories for proper work functions. The estimated cost for these units, including all needed accessories and wireless data hosting, is $25,460.65 The reason staff is requesting this procurement method is that Hach's data hosting is a proprietary software that has been used for the last several years. If the City were to change the monitors being used, all the data that has been collected during this time would be lost. We would also have 2 separate monitoring systems that would be extremely difficult to integrate. Bainbridge Associates is also the only Hach approved representatives for the Pacific Northwest region. Findings: [The findings below must include factual information supporting the determinationl. Market Research Overall finding: The web site for Hach has Bainbridge listed as the only contact for Oregon. Staff also contacted the representatives from Owen Equipment who distributes most of the City's sewer and street maintenance equipment. They were unable to provide equipment that would integrate into the software package currently being used. [In accordance with ORS 279B.075 these are the examples of findings that should be addressed. Select at least one of the lindinps and prepare the determination as it specifically relates to the goods or services being12rocured. More than one finding can be addressed. The findings are as follows. Pursuant to ORS 279B.075 (2)(a): Provide findings supporting your determination that the efficient utilization of existing goods requires the acquisition of compatible goods or services from only one source. The Hach company approves only Bainbridge Associates as sales representatives for the state of Oregon. Pursuant to ORS 279B.075 (2)(b): Provide findings supporting your determination that the goods or services required for the exchange of software or data with other public or private agencies are available from only one source. Hach provides a proprietary data hosting service for all the.Jlow monitors. The City has been utilizing this service for several years. Pursuant to ORS 279B.075 (2)(c): Provide findings supporting your determination that the goods or services are for use in a pilot or an experimental project. N/A Pursuant to ORS 279B.075 (2)(d): Any other findings that support the conclusion that the goods or services are available from only one source. Bainbridge Associates is the only Oregon recognized representative for Hach products. Form #5 - Sole Source -Goods and Serves - Less than $100,000, Page 2 of 2, 8/20/2019 A`~ ® OATE(MMI9DYYYY) CERTIFICATE OF LIABILITY INSURANCE 0en312019 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: PHONE FAX AIC No 1050 CONNECTICUT AVENUE, SUITE 700 INC, No. Exit WASHINGTON, DC 20036-5386 E-MAIL Attn: Danaher.cemnequest@marsh.ccm Fax (212) 948-0503 ADDRESS: INSURERS AFFORDING COVERAGE NAIC4 CN102997607-ALL:7/1:19-20. HACH NO INSURER A: ACE American Insurance Company 22667 INSURED INSURER B: ACE Pro em and Casual Insurance Company 20699 HACH COMPANY 5600 LINDBERGH DRIVE INSURER C: Indemnity Ins Co Of North America 43575 LOVELAND, CO 80539 INSURER D: ACE Fire Underwriters Insurance Company 20702 NSURER E: NSURER F: COVERAGES CERTIFICATE NUMBER: CLE-006426437-05 REVISION NUMBER: 6 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 ADDLSUBR TYPE OF INSURANCE INSD POLICYNUMBER MMIDDITYY MMIOD/1'l YY TR LIMITS A X COMMERCIAL GENERAL LIABILITY HDO G7156860A 07101/2019 07101/2020 EACHOCCURRENCE $ 2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence S 2,000,000 X Contractual Liability MED EXP (Any one person) $ 10,000 X Broad Form PD PERSONAL& AOV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 5,000,000 POLICY El PROJECT- ❑ LOC PRODUCTS - COMPIOP AGG $ 5,000,000 X OTHER: $ A AUTOMOBILELIABILITY ISA H25298512 07101/2019 07101/2020 COMBINED SINGLE LIMIT $ 5,000,000 Ea accident X ANYAUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY(Peraccident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Par.radent S X UMBRELIALIA13 X OCCUR XCCG71535290001 07/01/2019 0710112020 EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 DEO RETENTIONS $ C WORKERS COMPENSATION WLR C66037460(AOS) 07101/2019 07/0112020 X PER OTH- ANDEMPLOYERS'LIABILITY STATIIrE ER A YIN WLR 066037423 (CA,MA,AZ) 0710112019 0710112020 2,000,000 - ANYPROPRIETORIPARTNER]EXECUTIVE E OFFICERIMEMB REXCLD ED? N NIA E.L. EACH $ D (Mandatory In NH) SCF C66037381 (Wq 07101/2019 0710112020 E.L. DISEASEEASE-EAA EMPLOYEE $ 2,000,000 If yes, describe under 2,000,000 DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT & DESCRIPTION OF OPERATIONSI LOCATIONS [VEHICLES (ACORD 101, Additional Remarks Schedule. maybe attached if more space is required) THE CITY OF ASHLAND, ITS ELECTED OFFICIALS, OFFICERS & EMPLOYEES ARE ADDITIONAL INSURED FOR GENERAL LIABILITY AND AUTO LIABILITY BUT ONLY AS REQUIRED BY WRITTEN CONTRACT WITH RESPECT TO THE OPERATIONS OF THE NAMED INSURED. GENERAL LIABILITY AND AUTO LIABILITY COVERAGE EVIDENCED HEREIN IS CONSIDERED PRIMARY AND NON- CONTRIBUTORY WHERE REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION CITY OF ASHLAND SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20 EAST MAIN STREET THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ASHLAND, OR 97520 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjeea~~~ @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Purchase Order Fiscal Year 2020 Page: 1 of: 1 } F FH S PO NUMBER MUST APPEAR ON ALL 1 B City of Ashland INVOICES ,AND SHIPPING DOCUMENTS. ATTN: Accounts Payable - 9 - - ~ 20 E. Main Purchase 20200142 Ashland, OR 97520 Order # T Phone: 541/552-2010 O Email: payable@ashland.or.us V H C/O Public Works Department E HACH COMPANY 1 51 Winburn Way N 2207 COLLECTIONS CENTER DR D CHICAGO, IL 60693 P Phone: 541/488-5347 O T Fax: 541/488-6006 R O 800 227-4224 Paula Brown 09/06/2019 33 FOB ASHLAND OR/NET30 Cit Accounts Pa able FloDar Hosting Services 1 FloDar Sensor and Cable and Wireless & Hosting Services per 1 $25,460.6500 $25,460.65 attached Quotation BAI 19-0724-001P Please ship via the City's Fed Ex account: FEDERAL EXPRESS ACCOUNT # 8675 6397 2541 Project Account: Project Account: GL SUMMARY 086000 - 601400 $12,730.32 086600 - 601400 $12,730033 By:Date: E Authorized Signature $25,460.65 FORM #3 CITY OF A requestfo°a Purchase 0 d ASHLAND REQUISITION Date of request Vendor Name 08/20/2019 Hach Company Address, City, State, Zip 5600 Lindbergh Drive Loveland CO 80538 Contact Name Jaclyn Westover Telephone Number Email address jwestove a(7,hach.com SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Invitation to Bid ❑ Emergency ❑ Reason for exemption: Date approved by Council: ❑ Form #13, Written findings and Authorization ❑ AMC 2.50 -(Attach copy of council communication) ❑ Written quote or proposal attached ❑ Written quote or prop osal attached If council approval re uired, attach co of CC ❑ Small Procurement ❑ Request for Proposal Cooperative Procurement Not exceeding $5.000 Dale approved by Council: ❑ State of Oregon ❑ Direct Award (Attachcopyofcouncil communication) Contract# ❑ Verbal/Written quote(s) or proposal(s) ~ Request for Qualifications (Public Works) ❑ State of Washington Intermediate Procurement Date approved by Council: Contract# GOODS & SERVICES (Attach copy of council communication) ❑ Other government agency contract Greater than $5,000 and less than $100,000 Sole Source Agency ❑ (3) Written quotes and solicitation attached © Applicable Form 7 or Contract # Intergovernmental Agreement PERSONAL SERVICES Written quote or proposal attached Form Agency Greaterthan $5,000 and less than $75,000 ❑ Form #4, Personal Services >$5K & <$75K ❑ Direct appointment not to exceed $35,000 ❑ Annual cost to City does not exceed $25,000. El Special Procurement Agreement a roved b Legal and approved/signed b ❑(3)Written osalerviceess >solicitation [I Form A Request for Approval by by F1 Farm #4, Personal Services & <$75K El Written quote or proposal attached City Administrator. AMC 2.50.070(4) Date approved by Council: ❑ Annual cost to City exceeds $25,000, Council Valid until: (Date) approval required. (Attach copy of council communication) Description of SERVICES Total Cost $ FloDar Sensor and Cable and Wireless & Hosting Services 25;460:65 ! Item # Quantity Unit Description of MATERIALS Unit Price Total Cost 0 Per attached quotelproposal TOTAL„COST i Expenditure must be charged to the appropriate account numbers for the financials to reflect the actual expenditures accurately. Project Number _ _ _ _ _ _ _ Account Number 086000 _ 601400 $ 12,730.32 _ Project Number- _ _ _ _ _ _ Account Number 086600 . 601400 $ 12,730.33 Project Number Account Number IT Director in collaboration with department to approve all hardware and software purchases: By signing this requisition form, i certify that the City's public contracting requirements have been satisfied. IT Director Date Support -Yes/ No p"_~,,'~!~~ r Employee: C/wflyz DQV LAQ N- ll~/i 111~A Department Head: f Zv / ( ual rgreaterthan $5,000) Department Manager/Supervisor: City Administrator: (Equal to or greaterthan$255,000) Funds appropriated for current fiscal year. NO LGZ (fAr~ of 13 .11 f ~fn y Finance Director- (Equal to orgreaterthan $5,000) Date Comments: U Form #3 - Requisition Tami Campos 1~ChY P~ fcZ_ ~ vn kA F_ X o, ca From: Westover, Jaclyn J <JWestove@hach.com> (ill 1_7 (f 6C-1 1 1~,-79 1 Sent: Tuesday, August 20, 2019 10:49 AM To: Tami Campos Subject: RE: Hach Flow Meter Quote Yes you may. Just be sure you reference this information with the carrier and your acct # on the PO. JACKIE WESTOVER I Field Sales Support Specialist P 970.278.4936 1 F 970.619.5092 Hach I www.hach.com I iwestove@hach.com Be confident in your water analysis. Be right with expert answers, outstanding support, and reliable, easy-to-use solutions from Hach From: Tami Campos <tami.campos@ashland.or.us> Sent: Tuesday, August 20, 2019 11:13 AM To: Westover, Jaclyn J <JWestove@hach.com> Cc: Kevin Golden <kevin.golden@ashland.or.us> Subject: RE: Hach Flow Meter Quote Hello Jaclyn, I am working on the new contract for two more flow meters. Could we use our Fed Ex account again like we did last time? Thank you, raww Oel Mil&-Ca vtPo7k Administrative Analyst City of Ashland, Public Works Department 20 East Main Street, Ashland, OR 97520 541-552-2420 Fax: 541-488-6006, TTY: 1-800-735-2900 1ULike Public Works on Facebook for updates and information! Like Ashland Water Conservation on Facebook for updates and information! This email transmission is official business of the City of Ashland, and it is subject to Oregon Public Records law for disclosure and retention. If you have received this message in error, please contact me at 541-552-2420. Thank you. From: Kevin Golden <kevin.golden@ashland.or.us> Sent: Wednesday, August 07, 2019 1:53 PM To: Tami Campos <tami.campos@ashland.or.us> Subject: FW: Hach Flow Meter Quote We actually have a new slightly different quote... this one includes the alignment tool that was "left out" of the first round... 1 Kevin Golden Engineering Tech 2 City of Ashland, Public Works Department 20 East Main Street, Ashland, OR 97520 Desk: 541-552-2413 TTY: 1-800-735-2900 From: knavidi@bainbridgeassoc.com <knavidi@bainbridgeassoc.com> Sent: Wednesday, July 24, 2019 7:28:36 PM To: Kevin Golden <kevin.golden@ashland.or.us> Subject: Hach Flow Meter Quote Kevin, Attached is your flow meter quote, please let me know if you need any edits. It was good meeting with you today and starting up the meters, let me know if you have any issues. Ken Navidi Bainbridge (503) 697-9711 Please be advised that this email may contain confidential information. If you are not the intended recipient, please notify us by email by replying to the sender and delete this message. The sender disclaims that the content of this email constitutes an offer to enter into, or the acceptance of, any agreement; provided that the foregoing does not invalidate the binding effect of any digital or other electronic reproduction of a manual signature that is included in any attachment. 2