SR 06-22-2021 3A
City Council Report
City Council Meeting: June 22, 2021
Agenda Item: 3.A
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To: Mayor and City Council
From: Rick Valte, Acting Public Works Director, Public Works, Water Resources
Subject: Award Sole Source Agreement to Hach Company for Water Treatment
Chemical Analyzer Equipment
Recommended Action
Staff recommends that the City Council:
1. Authorize the Procurement Manager to issue a purchase order with Hach
Company for water treatment chemical analyzer equipment and reagents for the
Public Works Department. This recommended award is made as an exception to
the competitive bidding process pursuant to Section 2.24.250(b) and is for a total
amount not to exceed $375,000 over five years.
Summary
The City of Santa Monica’s Arcadia Water Treatment Plant and Charnock Treatment
Plant are equipped with a total of 48 Hach analyzers to measure and monitor water
quality of groundwater treated and delivered to Santa Monica customers via the City's
potable water distribution system. Hach Company is the sole manufacturer and
distributor of these products. Due to the proprietary nature of products required, Water
Resources seeks to award a sole source purchase order to Hach Company in an
amount not to exceed $375,000 over a five-year period.
Discussion
Analyzers are installed at the Arcadia Water Treatment Plant and Charnock Treatment
Plan to measure various aspects of water quality and chemistry including pH, ammonia,
chloramines, chlorine, conductivity, fluoride, sulfides, turbidity, and other properties.
Water staff, operators and chemists use Hach instruments and reagents to calibrate
testing equipment and perform daily water quality testing. These analyzers provide staff
with the data needed to make adjustments at various steps during the water treatment
process in order to deliver potable water that meets or exceeds federal, state, and local
3.A
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requirements as well as satisfy customer expectations for taste, odor, and appearance.
Hach Company is the sole authorized manufacturer and direct distributor for all Hach-
branded instrumentation and chemistry lab reagents. It is for this proprietary reason that
Water Resources seeks to award a sole source purchase order to Hach Company to
furnish and deliver water treatment chemical analyzer equipment and reagents as an
exception to the competitive process per SMMC Section 2.24.080 Exception to
Competitive Bidding Section (b) in an amount not to exceed $375,000 over five years,
with future funding contingent on City Council approval. A previous sole source
agreement was approved by Council in 2016.
Past Council Actions
Meeting Date Description
05/24/16 (Attachment A) Sole Source Purchase of Water Treatment Chemical Analyzer
Equipment, Instruments and Reagents
Vendor Selection
Exception to Competitive Bidding (Vendor Justification)
Staff recommends that Hach Company to provide water treatment chemical analyzer
equipment and reagents as an exception to competitive bidding per Muni Code
2.24.250 (b). This award meets the City’s exception to competitive bidding criteria (b) as
equipment required is proprietary to this vendor and necessary to monitor the safety
and quality of the City’s water system.
b. when a good or service is copyrighted, patented or only available form one license
holder, including, proprietary goods, original equipment manufacturers and/or
exclusive distributors;
Financial Impact
Staff seeks authority to approve available funding from the Water Fund to award a
purchase order to Hach Company to furnish and deliver analyzer equipment and
reagents. Funds are included in the proposed FY 2021-23 Biennial Budget. Future year
funding is contingent on Council budget approval.
Purchase Order Request
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FY 2021-22
Budget
Request Amount
CIP Account # Total Contract
Amount
$75,000 50500001.525080 $375,000
Prepared By: Thomas Poon, Senior Administrative Analyst
Approved
Forwarded to Council
Attachments:
A. Attachment A - Staff Report 05.24.2016
B. Attachment B - Hach Company Oaks Form
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City Council Report
City Council Meeting: May 24, 2016
Agenda Item: 3.H
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To: Mayor and City Council
From: Martin Pastucha, Director, Public Works, Water Resources
Subject: Sole Source Purchase of Water Treatment Chemical Analyzer Equipment,
Instruments and Reagents
Recommended Action
Staff recommends that the City Council authorize the Purchasing Services Manager to
issue a blanket purchase order with Hach Company, a Colorado-based company, for
water treatment chemical analyzer equipment and reagents. This recommended award
is made as an exception to the competitive bidding process pursuant to Section
2.24.080 (d) and is for a total amount not to exceed $350,000 over a five-year period
ending June 30, 2021 with future year funding contingent on Council budget approval.
Executive Summary
The Arcadia Water Treatment Plant and Charnock Well Field are equipped with 48
Hach analyzers to measure water quality and chemistry for groundwater treated and
delivered to Santa Monica customers via the City's potable water system. City
treatment plant operators and chemists use Hach instruments and reagents to measure
the accuracy of analyzers and perform daily water quality testing in order to both meet
federal, state and local regulations and satisfy Santa Monica water customer
expectations for taste, odor, appearance and other aspects of water quality. Hach
Company is the sole source manufacturer and distributor of these products. Since July
2013, $127,140 has been spent through May 2016 under sole source purchase orders.
Staff recommends Council approve an additional purchase order award with Hach
Company for water treatment analyzers, instruments and reagents used by staff to
measure potable water quality and chemistry for a five-year period ending June 30,
2021 not to exceed $350,000.
Background
The Hach Company is a long-established firm headquartered in Loveland, Colorado,
which manufactures and distributes analytical instruments and reagents for water
testing and water quality analysis. To assist in monitoring the water quality and
chemistry of groundwater sourced from the Santa Monica Basin being treated and
supplied to Santa Monica customers via the City's potable water system, 48 Hach
analyzers have been installed at the Arcadia Water Plant (1228 S. Bundy Drive) and
Charnock Well Field (11375 Westminster Avenue). These analyzers measure various
aspects of water quality and chemistry including pH, ammonia, chloramines, chlorine,
conductivity, fluoride, sulfides, turbidity and other properties. City water treatment plant
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Packet Pg. 18 Attachment: Attachment A - Staff Report 05.24.2016 (4542 : Sole Source Award Hach Company)
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operators and chemists use Hach instruments and reagents to calibrate testing
equipment and perform daily water quality testing. The analyzers provide staff with the
data needed to make adjustments at various steps during the water treatment process
in order to deliver potable water that meets or exceeds federal, state and local
requirements as well as satisfy customer expectations for taste, odor, appearance and
other characteristics.
The majority of the analyzer equipment was purchased from Hach Company in 2011.
Repair and maintenance costs have increased each year, corresponding with the aging
of the system. In addition, while each analyzer has an expected lifespan of
approximately 10 years, staff has had to replace a small number of analyzers over the
past three years. Should analyzers fail in the future, replacements would cost
approximately $10,000 to $20,000 apiece. Since July 2013, $127,140 has been
expended under sole source purchase orders approved under the City Manager's
purchase authority:
FY 2013-14 - $38,644
FY 2014-15 - $45,512
FY 2015-16 - $42,984 as of May 2016.
Discussion
In order to keep the Arcadia Water Plant and Charnock Well Field Hach analyzers in
adequate operating condition to measure and ensure proper water quality and
chemistry, staff recommends continuing purchases of parts, instruments and reagents
from Hach Company for a five-year period ending June 30, 2021 in a not to exceed
amount of $350,000.
Vendor Selection
Staff recommends Hach Company to furnish and deliver water treatment chemical
analyzer equipment and reagents as an exception to the competitive process per
SMMC Section 2.24.080 Exception to Competitive Bidding Section. Hach analyzers
were installed by Black & Veatch in 2011 as part of plant upgrades bid through a
competitive process. Hach Company is the sole authorized manufacturer and direct
distributor for all Hach-branded instrumentation and chemistry. Replacement of Hach
analyzers with another brand would be currently cost-prohibitive at an estimated
replacement cost of $500,000; however, should individual analyzers become
inoperable, the City would consider alternative models from other manufacturers that do
not require consumable reagents for testing and calibration. Replacement analyzers
from other manufacturers would require additional staff training for proper operation.
Should the Water Resources Division discontinue use of Hach analyzers or should
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Packet Pg. 19 Attachment: Attachment A - Staff Report 05.24.2016 (4542 : Sole Source Award Hach Company)
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Hach Company begin licensing its products for re-sale, this purchase order would be
terminated.
Financial Impacts and Budget Actions
The blanket purchase order to be awarded to Hach Company is for an amount not to
exceed $350,000. Funds in the amount of $70,000 are included in the FY 2016-17
Proposed Budget in the Public Works Department. The blanket purchase order will be
charged to account 25671.544010. Future year funding is contingent on Council budget
approval.
Prepared By: Kevin Nagata, Senior Administrative Analyst
Approved
Forwarded to Council
3.A.a
Packet Pg. 20 Attachment: Attachment A - Staff Report 05.24.2016 (4542 : Sole Source Award Hach Company)
CITY OF SANTA MONICA
OAKS INITIATIVE NOTICE
NOTICE TO APPLICANTS, BIDDERS, PROPOSERS
AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS,
OR OTHER BENEFITS FROM THE CITY OF SANTA MONICA
Santa Monica’s voters adopted a City Charter amendment commonly known as
the Oaks Initiative. The Oaks Initiative requires the City to provide this notice and
information about the Initiative’s requirements. You may obtain a full copy of the Initiative’s
text from the City Clerk.
This information is required by City Charter Article XXII—Taxpayer Protection. It
prohibits a public official from receiving, and a person or entity from conferring, specified
personal benefits or campaign advantages from a person or entity after the official votes,
or otherwise takes official action, to award a “public benefit” to that person or entity. The
prohibition applies within and outside of the geographical boundaries of Santa Monica.
All persons or entities applying or receiving public benefits from the City of Santa
Monica shall provide the names of trustees, directors, partners, and officers, and names
of persons with more than a 10% equity, participation or revenue interest. An exception
exists for persons serving in those capacities as volunteers, without compensation, for
organizations exempt from income taxes under Section 501(c)(3), (4), or (6), of the
Internal Revenue Code. However, this exception does not apply if the organization is a
political committee or controls political committees. Examples of a “public benefit” include
public contracts to provide goods or services worth more than $25,000 or a land use
approval worth more than $25,000 over a 12-month period.
In order to facilitate compliance with the requirements of the Oaks Initiative, the City
compiles and maintains certain information. That information includes the name of any
person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an
entity, rather than an individual person, the information includes the name of every person
who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent
interest in the entity. Therefore, if you are seeking a “public benefit” covered by the Oaks
Initiative, you must supply that information on the Oaks Initiative Disclosure Form. This
information must be updated and supplied every 12 months.
3.A.b
Packet Pg. 21 Attachment: Attachment B - Hach Company Oaks Form (4542 : Sole Source Award Hach Company)
CITY OF SANTA MONICA
OAKS INITIATIVE DISCLOSURE FORM
In order to facilitate compliance with the requirements of the Oaks Initiative, the City
compiles and maintains certain information. That information includes the name of any
person or persons who is seeking a “public benefit.” If the “public benefit” is sought by
an entity, rather than an individual person, the information includes the name of every
person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten
percent interest in the entity.
Public benefits include:
1. Personal services contracts in excess of $25,000 over any 12-month period;
2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12-
month period;
3. Purchase, sale or lease of real property to or from the City in excess of $25,000
over a 12- month period;
4. Non-competitive franchise awards with gross revenue of $50,000 or more in any
12-month period;
5. Land use variance, special use permit, or other exception to an established land
use plan, where the decision has a value in excess of $25,000;
6. Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12-
month period; or
7. Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12-
month period.
Name(s) of persons or entities receiving public benefit:
Name(s) of trustees, directors, partners, and officers:
Name(s) of persons with more than a 10% equity, participation, or revenue interest:
Prepared by: ____________________________Title: __________________________
Signature: ______________________________________ Date: ________________
Email: ____________________________________ Phone: ____________________
FOR CITY USE ONLY:
Bid/PO/Contract # ____________________________ Permit # ___________________________
3.A.b
Packet Pg. 22 Attachment: Attachment B - Hach Company Oaks Form (4542 : Sole Source Award Hach Company)
HACH COMPANY
ACTION BY UNANIMOUS WRITTEN CONSENT IN LIEU OF
A MEETING OF DIRECTORS
Pursuant to the provisions of Section 141 of the Delaware General Corporation Law and in lieu of
a meeting of directors for such purposes, the undersigned, constituting all of the directors of Hach
Company (the “Company”) do hereby consent to the following actions permitted to be taken at a meeting
of the Board of Directors without the necessity of any formal meeting being held:
RESOLVED, that the following individual is hereby removed as officer of the Company, effective
August 28, 2020:
Darin Stell Vice President - Sales
RESOLVED, that the following individual is hereby elected to serve as officer of the Company,
effective August 28, 2020, to serve until their successors are elected and qualified or until their earlier
resignation, removal or death:
Divya Mittal Vice President - Sales
RESOLVED, That the officers of the Company be, and each of them hereby is, authorized and
directed, for and on behalf of the Company, to take such actions and to execute all such documents that
any of such officers deems to be necessary or appropriate to carry out the intents and purposes of the
foregoing resolutions and to carry on the business of the Company.
RESOLVED: That the Secretary of the Company is hereby authorized to certify that the foregoing
resolutions were duly consented to and adopted as of the date hereof, and that the Secretary of the
Company shall be, and hereby is, authorized and directed to insert, or cause to be inserted, this
unanimous written consent, or a copy thereof, in the minutes of proceedings of the Board of Directors of
the Company.
IN WITNESS WHEREOF, each of the undersigned has caused the execution of this consent as
of the date set forth below next to the undersigned’s name.
Date: __________________ _________________________________
Frank T. McFaden
Date: __________________ _________________________________
Robert S. Lutz
DocuSign Envelope ID: 29600A86-8443-42CF-A415-11F66EAA9269
August 28, 2020
August 28, 2020
3.A.b
Packet Pg. 23 Attachment: Attachment B - Hach Company Oaks Form (4542 : Sole Source Award Hach Company)
HACH COMPANY
ACTION BY UNANIMOUS WRITTEN CONSENT IN LIEU OF
A MEETING OF DIRECTORS
Pursuant to the provisions of Section 141 of the Delaware General Corporation Law and in lieu of
a meeting of directors for such purposes, the undersigned, constituting all of the directors of Hach Company
(the “Company”), do hereby consent to the following actions permitted to be taken by the Board of Directors
without the necessity of any formal meeting being held:
Appointment of Officers
WHEREAS, the Board of Directors desires to elect officers of the Company to serve until the earliest of the
next annual meeting (or action by written consent in lieu of an annual meeting) of the Board of Directors of
the Company, until their respective successors are elected and qualified or until their resignation, removal
or death.
NOW THEREFORE, BE IT RESOLVED, that the following individuals are hereby elected to serve as
officers of the Company, to serve until the earliest of the next annual meeting (or action by written consent
in lieu of an annual meeting) of the Board of Directors of the Company, until their respective successors
are elected and qualified or until their resignation, removal or death:
Brett A. Cornell Vice President
Hermes Gonzales President
Kevin A. Klau Executive Vice President
Robert S. Lutz Vice President
Frank T. McFaden Vice President and Treasurer
James F. O’Reilly Vice President and Secretary
Christophe Pattyn Vice President - Chief Financial Officer
Adam Tursi Assistant Treasurer and Assistant Secretary
Ephraim Starr Vice President and General Counsel
Darin Stell Vice President – Sales
Michael J. Strycker Vice President
Kurt Tyler Commercial President, High Growth Markets
Sudhaker Varshney Vice President – Operations
Kornelija Zgonc Vice President – Research & Development
Tax Delegation of Authority
RESOLVED, that each person in the Danaher Corporation tax department with a title of Director or higher
(any person holding any such title at any time is referred to as a “Danaher Tax Delegate” and collectively
the “Danaher Tax Delegates”) shall have, and is hereby granted, full power and authority to act for and on
behalf of the Company in all tax and taxation matters at the Federal, State and local levels of government
of the United States, and in so doing, is hereby authorized to prepare, execute and file documents of any
nature in the conduct of the tax affairs of the Company with such authorities and responsibilities to
include, but not be limited to, preparation and filing of tax returns, tax reports and tax renditions; payment
of taxes and related licenses and fees; receipt, but not endorsement, negotiation or collection, of checks
in payment of any refund of taxes, penalties and interest; inspection and receipt of confidential
information, filing of tax protests and claims; prosecuting, defending and compromising tax litigations;
providing a system of records retention, and the execution of all documents, including waivers, necessary
or desirable in connection therewith;
FURTHER RESOLVED, that for the sole purpose of executing and delivering any and all instruments and
documents under the authority granted above, each of the Danaher Tax Delegates is hereby designated
DocuSign Envelope ID: 18BF0EF7-0953-4F1D-861A-D3D71939BBE0
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Packet Pg. 24 Attachment: Attachment B - Hach Company Oaks Form (4542 : Sole Source Award Hach Company)
as Assistant Treasurer – Taxes, respectively, of the Company, to serve until the earliest of the next
annual meeting (or action by written consent in lieu of an annual meeting) of the Board of Directors of the
Company, until such individual is no longer considered a Danaher Tax Delegate or until his or her
resignation, removal or death;
FURTHER RESOLVED, that for the sole purpose of certifying all instruments, documents, and records of
the Company, to attest to the authority and position of any signatory whose signature may be affixed to
an instrument, and to execute on behalf of the Company affidavits, pleadings and other documents in
connection with tax litigation and other tax proceedings and for the purpose of executing and delivering
any and all instruments and documents under the authority granted above, each of the Danaher Tax
Delegates is hereby designated as Assistant Treasurer – Taxes, respectively, of the Company, to serve
until the earliest of the next annual meeting (or action by written consent in lieu of an annual meeting) of
the Board of Directors of the Company, until such individual is no longer considered a Danaher Tax
Delegate or until his or her resignation, removal or death;
FURTHER RESOLVED, that for the purpose of paying, on behalf of and for the account of the Company,
all Federal, State and local taxes, depository payments, licenses, fees, penalties and interest which may
from time to time be owed by or due from the Company in connection with its tax affairs, each of the
Danaher Tax Delegates is hereby authorized to make such payments. Amounts for such payments may
be drawn on Danaher Corporation bank accounts, for the account of the Company, and if so the
Company will be billed for any such amounts paid on behalf of the Company by Danaher Corporation;
FURTHER RESOLVED, that all prior Resolutions adopted by the Board of Directors relating to the subject
matter of the foregoing Resolutions are hereby replaced by these Resolutions, but all actions taken in
accordance with these Resolutions or any such prior Resolutions are hereby affirmed and ratified; and
FURTHER RESOLVED, that the delegation of authority contained in these Resolutions shall continue in
full force and effect until these Resolutions are amended, replaced or rescinded by further action of the
Board of Directors.
Treasury Delegation of Authority
WHEREAS, it is agreed that Danaher Corporation’s corporate treasury department shall be engaged in
managing certain banking transactions on behalf of the Company, and that certain officers within Danaher
Corporation’s corporate treasury department and their designees shall perform these services on behalf
of the Company, and it is therefore:
RESOLVED, that any one or more of Danaher Corporation’s Chief Financial Officer, Vice President-
Treasurer or Assistant Treasurer (any person holding any such title at any time is referred to as a “Danaher
Treasury Delegate” and collectively the “Danaher Treasury Delegates”) are hereby authorized in the name
of and on behalf of the Company, acting singly or jointly, to open and close, or to authorize any designated
person or persons to open and close, from time to time, one or more accounts in the name of the Company
(“Account(s)”) with one or more bank(s) or financial institution(s) (each an “Authorized Depository”) in which
funds of the Company may be deposited, whether represented by cash, checks, notes or other evidences
of debt, or any securities owned by the Company;
FURTHER RESOLVED, that any endorsement for deposit to an Account may be in the form of a written or
stamped endorsement of the Company without identification of the person making the endorsement;
FURTHER RESOLVED, that any one or more of the Danaher Treasury Delegates are hereby authorized
in the name and on behalf of the Company, acting singly or jointly, to establish or confirm or to authorize
any designated person or persons to establish and confirm, from time to time, by written notice to an
Authorized Depository: (i) authority of any designated person or persons, acting jointly, to withdraw funds
from Account(s) by commercially recognized means, including telephone instruction, electronic funds
transfer, manual signature, and facsimile signature; (ii) termination of authority previously granted to any
person or persons with respect to Account(s); and (iii) special requirements or conditions in connection with
Account(s);
DocuSign Envelope ID: 18BF0EF7-0953-4F1D-861A-D3D71939BBE0
3.A.b
Packet Pg. 25 Attachment: Attachment B - Hach Company Oaks Form (4542 : Sole Source Award Hach Company)
FURTHER RESOLVED, that each Authorized Depository is hereby authorized to honor all checks, drafts,
notes, bills of exchange, depository-transfer checks, wire transfers, automated clearing house transfers, or
other orders for the payment of money against the Company’s funds in Account(s) in accordance with
instructions given, from time to time, as specified in these Resolutions;
FURTHER RESOLVED, that each Authorized Depository is hereby authorized to honor depository-transfer
checks, automated clearing house transfers, and wire transfers (“Transfer Instruments”) without requiring
any signature other than the name of the Company in instances in which Transfer Instruments are payable
to the order of another bank or financial institution (or affiliate thereof) for credit to an account of the
Company maintained at such bank or financial institution;
FURTHER RESOLVED, that any one or more of the Danaher Treasury Delegates is hereby authorized, in
the name of and on behalf of the Company, acting singly or jointly, to execute and deliver or to authorize
any designated person or persons to execute and deliver from time to time one or more wire transfer or
other agreements with regard to the management of Accounts (including, without limitation, agreements to
facilitate electronic banking, facsimile signatures, and electronic instructions for issuance of checks and
bank drafts), lockbox agreements, account sweep agreements, pooling agreements, custody agreements,
controlled disbursement agreements, overdraft facility agreements and balance reporting agreements, or
any similar agreement to any of the foregoing, between the Company and any bank or financial institution
with which the Company maintains an account (or affiliate thereof), and to otherwise operate the applicable
Accounts;
FURTHER RESOLVED, that any one or more of the Danaher Treasury Delegates is hereby authorized, in
the name of and on behalf of the Company, acting singly or jointly, to execute and deliver or to authorize
any designated person or persons to execute and deliver from time to time one or more spot or forward
currency exchange agreements (with maturity not exceeding 90 days) between the Company and any bank,
financial institution or other entity;
FURTHER RESOLVED, that any one or more of the Danaher Treasury Delegates is hereby authorized, in
the name of and on behalf of the Company, acting singly or jointly, to invest, or to authorize any designated
person or persons to invest, excess funds of the Company in investments as determined in his or her
discretion, and to take such actions as may be required in connection with such investment;
FURTHER RESOLVED, that the foregoing resolutions do not authorize the Company to incur indebtedness
of any nature whatsoever (except with respect to overdraft facilities) or to guarantee, directly or indirectly,
the obligations of any party unless such guarantee is delivered pursuant to one of the agreements referred
to in the preceding resolutions;
FURTHER RESOLVED, that all prior Resolutions adopted by the Board of Directors relating to the subject
matter of the foregoing Resolutions are hereby replaced by these Resolutions, but all actions taken in
accordance with these Resolutions or any such prior Resolutions are hereby affirmed and ratified; and
FURTHER RESOLVED, that the delegation of authority contained in these Resolutions shall continue in
full force and effect until these Resolutions are amended, replaced or rescinded by further action of the
Board of Directors.
Corporate Development Delegation of Authority
RESOLVED, that (1) each person employed by Danaher Corporation or by any subsidiary of Danaher
Corporation who reports directly to (i) Danaher Corporation’s Senior Vice President-Corporate
Development or Senior Vice President-Strategic Development (each such direct report is referred to as a
“Direct Report”), or (ii) to any Direct Report, and (2) each of the officers and employees of Danaher
Corporation (the ultimate parent of the Company) who may from time to time have any of the following
titles or positions:
Senior Vice President, Corporate Development
Vice President, Corporate Development
Vice President-Managing Director
DocuSign Envelope ID: 18BF0EF7-0953-4F1D-861A-D3D71939BBE0
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Packet Pg. 26 Attachment: Attachment B - Hach Company Oaks Form (4542 : Sole Source Award Hach Company)
Director, Corporate Development
Manager, Corporate Development
Vice President, M&A Finance
Director, M&A Finance
Manager, M&A Finance
Senior Vice President, Strategic Development
Vice President, Strategic Development
Director, Strategic Development
Manager, Strategic Development
Associate General Counsel
Chief Counsel, Mergers & Acquisitions
Senior Counsel, Mergers & Acquisitions
Counsel, Mergers & Acquisitions
Chief Counsel, Litigation
Chief Counsel, Labor & Employment
any attorney employed in the legal department of Danaher Corporation
shall, in such capacity, have full right and authority to execute and deliver as an authorized signatory of,
and on behalf of, the Company any and all of the following types of letters, agreements and other
documents:
agreements with advisors, consultants and other firms, including without limitation engagement
letters, no-reliance letters, indemnity letters and conflict waiver letters;
indication of interest letters;
letters of intent, term sheets and/or memorandum of understanding;
exclusivity agreements;
confidentiality and/or non-disclosure agreements, whether or not including “standstill” provisions;
standstill agreements; and
any and all similar or comparable letters, agreements and other documents, and any and all
letters, agreements and documents containing the contents typically contained in the
aforementioned documents, and any and all amendments, modifications, supplements or waivers
with respect to any of the foregoing.
General
RESOLVED, That the officers of the Company be, and each of them hereby is, authorized and directed,
for and on behalf of the Company, to take such actions and to execute all such documents that any of
such officers deems to be necessary or appropriate to carry out the intents and purposes of the foregoing
resolutions and to carry on the business of the Company; and
FURTHER RESOLVED, That the Secretary or any Assistant Secretary of the Company, in his or her
capacity as such be, and each of them hereby is, authorized to certify that the foregoing resolutions were
duly consented to and adopted as of the latest date set forth on the signature page hereto, and that the
Secretary or any Assistant Secretary of the Company shall be, and hereby is, authorized and directed to
insert, or cause to be inserted, this unanimous written consent, or a copy thereof, in the minutes of
proceedings of the Board of Directors of the Company.
[SIGNATURE PAGE TO FOLLOW]
DocuSign Envelope ID: 18BF0EF7-0953-4F1D-861A-D3D71939BBE0
3.A.b
Packet Pg. 27 Attachment: Attachment B - Hach Company Oaks Form (4542 : Sole Source Award Hach Company)
IN WITNESS WHEREOF, each of the undersigned has executed this consent as of the date set
forth opposite the undersigned's signature below.
Date: ____________________ _________________________________
Frank T. McFaden
Date: _____________________ _________________________________
Robert S. Lutz
HACH COMPANY
Consent of Directors Signature Page
DocuSign Envelope ID: 18BF0EF7-0953-4F1D-861A-D3D71939BBE0
June 25, 2020
June 27, 2020
3.A.b
Packet Pg. 28 Attachment: Attachment B - Hach Company Oaks Form (4542 : Sole Source Award Hach Company)