CAM #4829-3804-1088 V1 Page 1 of 9 CSD Agreement No. 2026-2
CSD PRICING AGREEMENT
THIOGUARD
THIS PRICING AGREEMENT (“Agreement”) is entered into effective as of July 1, 2026 (“Effective Date”), by and between the CAMARILLO SANITARY DISTRICT, a Sanitary District organized pursuant to the California Health and Safety Code (“District ”), and HILL BROTHERS CHEMICAL CO., a California corporation (“Vendor”).
R E C I T A L S
A. District is interested in purchasing Thioguard (Product).
B. District’s decision to utilize Vend or’s Product is dependent in part on the District’s ability to obtain such Product at a fixed or stable price over a defined period.
C. In order to obtain or potentially obtain business from District , Vendor is willing to offer District such Product at a fixed or stable price over the term of this Agreement. Vendor acknowledges that this Agreement does not require District to purchase such Product from Vendor in any particular amounts, or at any particular time, or at all during the term of this Agreement.
NOW, THEREFORE, in consideration of the recitals and mutual covenants and conditions contained in this Agreement, the parties agree as follows:
1. Pricing. The pricing of Product will remain at $862.85 per ton (0.25886 per pound) , as shown on the attached Exhibit A, during the term of the Agreement. During the term of the Agreement, the Vendor may request a compensation adjustment of up to five percent (5%) for Fiscal Years 2027/2028 and 2028/2029.
2. Term . The term of this Agreement shall commence on the Effective Date and continue through June 30, 2029, unless extended by mutual written agreement of the Parties.
3. General Provisions. This Agreement constitutes the entire understanding between the parties with respect to the pricing of the Product. This Agreement may not be amended except by a written document signed by both parties. This Agreement is governed by and enforceable in accordance with California law.
4. Agreement Documents. This Agreement consists of the following documents (“Agreement Documents”), all of which are made a part of this Agreement:
1. Exhibit A – Pricing Schedule
2. Exhibit B – Insurance
3. Exhibit C – Adjustment for New Tariffs or Tariff Increases
CAM #4829-3804-1088 V1 Page 2 of 9 CSD Agreement No. 2026-2
5. Insurance. Vendor agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance coverages listed in Exhibit B (Insurance), which is made a part of this Agreement. All insurance policies are subject to approval by the District as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the District Manager or Legal Counsel.
IN WITNESS WHEREOF, District and Vendor have executed this Agreement as follows.
CAMARILLO SANITARY DISTRICT
Greg Ramirez, District Manager
ATTEST:
Carrie Weal, Secretary/City Clerk
HILL BROTHERS CHEMICAL CO., a California corporation
Thomas J. James, Chief Financial Office
Patricia Santana, Corporate Secretary
044498 04/30/2026
Camarillo Business Tax Certificate Number Expiration Date
CAM #4829-3804-1088 V1 Page 3 of 9 CSD Agreement No. 2026-2
Exhibit A
During the term of the Agreement, the Vendor may request a compensation adjustment of up to five percent (5%) for Fiscal Years 2027/2028 and 2028/2029.
HILL BROTHERSChemical Co.
Regional Marketing Office
3000 E. Birch St., Suite 108
Brea, CA 92821-6261
Phone 714 579 3333
Fax 714 579 3399
QUOTATION
DATE: 2/25/26 SALESPERSON: Luis D. Cervantes, III
CUSTOMER INFORMATION
CUSTOMER NAME: Camarillo Sanitary District
CONTACT NAME: Christie Porter TITLE:
ADDRESS: 150 Howard Road
CITY: Camarillo STATE: CA ZIP: 93010
PHONE: 805-388-5380 FAX:
QUOTE: Prices subject to industry wide increases/decreases.
QUANTITY PACKAGE DESCRIPTION UNIT PRICE UNIT
Approx. FTL Bulk Thioguard 60% $862.85 contained
3800 gls. (Fiscal year 2026-2027) ton
(Effective: 7/1/26)
$.25886 pound
NOTE: Price does not include
applicable sales tax
TERMS: Net 30 days F.O.B.: Delivered
Prices are subject to revision if they are not accepted within 30 days from date of this quotation
CAM #4829-3804-1088 V1 Page 4 of 9 CSD Agreement No. 2026-2 Exhibit B
INSURANCE
1. Required Insurance. Before commencing any services, Contractor must procure and maintain in full force and effect during the term of this Agreement the following types of insurance with at least the minimum coverage listed and subject to the applicable additional requirements set forth below:
Type of Insurance Limits
Commercial General Liability $1 ,000,000 / $2,000,000 Aggregate Business Automobile Liability $1 ,000,000
Workers’ Compensation Statutory Requirements
2. Insurance Rating. All insurance required to be maintained by Contractor must be issued by companies licensed by or admitted to conduct insurance business in the State of California by the California Department of Insurance and must have a rating of A - or better and Financial Size Category Class VII or better by the latest edition of A.M. Best’s Key Rating Guide, unless otherwise approved by District’s legal counsel.
3. Commercial General Liability Insurance. The commercial general liability insurance must meet or exceed the requirements of Insurance Services Office (ISO) form CG 00 01, and must be provided on a per occurrence basis for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. The insurance must be on an “occurrence” not a “claims made” basis.
Defense costs must be paid in addition to limits. There must be no cross -liability exclusion for claims or suits by one insured against another. The insurance must include a waiver of subrogation applicable to the insurance or self-insurance, a primary and non- contributory endorsement, and an additional insured endorsement, all in favor of the City of Camarillo/Camarillo Sanitary District , its officers, employees and agents, and volunteers; blanket endorsements are acceptable. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
4. Business Automobile Insurance. The business automobile insurance coverage must be at least as broad as ISO Business Auto Coverage form CA 00 01, covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount stated above per combined single limit for each accident. Such insurance must include a waiver of subrogation app licable to the insurance or self -insurance, and a primary and non- contributory endorsement, and an additional insured endorsement, all in favor of the City of Camarillo/Camarillo Sanitary District , its officers, employees and agents, and volunteers; blanket endorsements are acceptable.
5. Workers’ Compensation. If Contractor has any employees, Contractor must maintain workers’ compensation insurance (statutory limits) and employer’s liability insurance (with limits of at least $1,000,000). Such insurance must include a waiver of subrogation
CAM #4829-3804-1088 V1 Page 5 of 9 CSD Agreement No. 2026-2 endorsement in favor of the City of Camarillo/Camarillo Sanitary District , its officers, employees, agents, and volunteers; a blanket endorsement is acceptable.
6. Umbrella or Excess Liability Insurance. If an excess or umbrella liability policy is used to meet minimum limit requirements, the insurance must provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella or excess liability policy must include a “drop-down provision” requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason. Coverage must be provided on a “pay-on-behalf” basis, with defense costs payable in addition to policy limits. There may be no cross-liability exclusion precluding coverage for claims or suits by one insured against another. The policy must “follow form” to the underlying primary policy. Coverage must be applicable to all insureds under the primary policies. The insurance must contain or be endorsed to contain a waiver of subrogation applicable to the insurance or self -insurance, and a primary and non- contributory endorsement for the benefit of District. The scope of coverage provided is subject to approval of District following receipt of the required proof of insurance.
7. Contractor’s Limitations and Endorsements. The Contractor ’s insurance policies must not include any endorsements or provisions that limit coverage for the following risks: explosion, collapse, or underground hazards (XCU); products and completed operations; pollution liability; and contractual liability. These coverages must be specifically included without any exclusions, modifications, or restrictions that would limit the scope of protection otherwise afforded by the basic policies. Any endorsement or exclusion that reduces or eliminates coverage for the above-listed risks is unacceptable.
8. Deductibles and Self-Insured Retention. Any deductibles or self -insured retentions applicable to the insurance policies required under this Agreement must be declared to and approved by District . In no event may any required insurance policy have a deductible, self-insured retention or other similar policy provision in excess of $50,000 without prior written approval by District in its sole discretion. At the option of District , either the insurer will reduce or eliminate such deductibles or self-insured retentions with respect to the District’s additional insureds or Contractor will procure a bond guaranteeing payment of any losses, damages, expenses, costs or settlements up to the amount of such deductibles or self-insured retentions.
9. Certificates of Insurance and Endorsements; Notice of Termination or Changes to Policies. Prior to commencing any services under this Agreement, Contractor must file with the District certificates of insurance and endorsements evidencing the existence of all insurance required by this Agreement, along with such other evidence of insurance or certified copies of policies as may reasonably be required by District . These certificates of insurance and endorsements must be in a form approved by the District’s legal counsel. Contractor must maintain current certificates and endorsements on file with District during the term of this Agreement reflecting the existence of all required insurance. Each of the certificates must expressly provide that no material change in the policy, or termination or cancellation of the required coverage, will be effective except upon 30 days’ prior written notice to District by certified mail, return receipt requested (except for nonpayment for which a 10-day notice is required). The delivery to District of any certificates of insurance or endorsements that do not comply with the
CAM #4829-3804-1088 V1 Page 6 of 9 CSD Agreement No. 2026-2 requirements of this Agreement will not waive the District’s right to require compliance.
In the event that Contractor’s policies are materially changed, Contractor must provide the District with at least 30 days’ prior written notice of the applicable changes. District reserves the right to require complete, certified copies of all required insurance policies at any time.
10. Failure to Maintain Required Insurance. If Contractor, for any reason, fails to have in place at all times during the term of this Agreement all of the required insurance coverage, the District may, but is not obligated to, obtain such coverage at Contractor’s expense and deduct the cost from the sums due Contractor. Alternatively, District may terminate the Agreement.
11. Effect of Coverage . The existence of the required insurance coverage under this Agreement will not be deemed to satisfy or limit Contractor’s indemnity obligations under this Agreement. Contractor acknowledges that the insurance coverage and policy limits set forth in this Agreement constitute the minimum coverage and policy limits required.
Should any coverage carried by the Contractor or any subcontractor of any tier have limits of liability that exceed the limits or have broader coverage than required in this Agreement, those higher limits and that broader coverage are deemed to apply for the benefit of any person or organization included as an additional insured and those limits and broader coverage will become the required minimum limits and insurance coverage in all sections of this Agreement. Any insurance proceeds available to District in excess of the limits and coverages required by this Agreement, and which is applicable to a given loss, must be made available to District to compensate it for such losses.
12. Required Insurance for Subcontractors . Contractor agrees to ensure that any subcontractors providing services under this Agreement provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to review and monitor all such coverage and assumes responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.
13. Right to Revise Insurance Specifications. District reserves the right to change the amounts and types of insurance required by giving Contractor at least 90 days advance written notice of such change. If such change results in substantial additional cost to Contractor, the parties may renegotiate Contractor’s compensation.
14. Timely Notice of Claims. Contractor must give District prompt notice of claims made of lawsuits initiated that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability insurance policies.
CAM #4829-3804-1088 V1 Page 7 of 9 CSD Agreement No. 2026-2 Exhibit C
ADJUSTMENT FOR NEW TARIFFS OR TARIFF INCREASES
1. ENTITLEMENT TO ADJUSTMENT
1.1 If, after the date of Contractor's solicitation submission, the United States government imposes or increases tariffs that directly and demonstrably affect the unit pricing or availability of materials or equipment required for the Work, and such increases were unavoidable, and not reasonably foreseeable at the time of solicitation submission, Contractor may be entitled to an adjustment to the Contract Sum subject to the conditions and limitations set forth in this provision.
2. LIMITATIONS ON ENTITLEMENT
2.1 Reasonably Foreseeable Increases. Contractor shall not be entitled to any adjustment to the Contract Sum for new tariffs or tariff increases that were reasonably foreseeable at the time of solicitation submission. For purposes of this provision, "new tariffs or tariff increases that were reasonably foreseeable" include, without limitation:
a. Any increase in the applicable tariff or tariffs to a level which was already in effect, plus ten percent (10%), at any point during the past ten years; b. Any new tariff or increase in tariff level that was Already Announced prior to solicitation submission, regardless of whether it had taken effect;
i. “Already Announced” includes, without limitation, the following circumstances:
A. Notice of a pertinent tariff, or tariff level, has been published by the United States International Trade Commission, or other federal agency, as of the solicitation submission date, regardless of whether the effective date of the tariff is prior to the solicitation submission date, or after. Publication includes, without limitation, notices on an agency website, the Harmonized Tariff Schedule, or in the Federal Register.
B. The President of the United States, a member of the President’s cabinet, or one of the President’s advisors, has stated the federal government will adopt a new or increased tariff, including without limitation making such a statement through a speech, interview, order, social media post, or otherwise, regardless of formality.
C. A reputable news organization has reported that the U.S. federal government is expected to adopt the new or increased tariff.
2.2 General Market Conditions.
a. Contractor shall not be entitled to any adjustment to the Contract Sum for changes in unit pricing attributable to market conditions other than new or increased U.S. tariffs, including
CAM #4829-3804-1088 V1 Page 8 of 9 CSD Agreement No. 2026-2 but not limited to general inflation, supply chain disruptions, labor costs, currency fluctuations, or other market factors, except to the extent covered by the force majeure provision and other provisions in the contract documents. b. New or increased tariffs imposed by foreign governments, and the effects any such new or increased foreign tariffs have on unit pricing or product availability are general market conditions and do not entitle Contractor to an adjustment in the Contract Sum. New or increased tariffs imposed by foreign governments are not an “acts of a public enemy” or “acts of a governmental entity not occasioned by the Contractor’s, subcontractor’s, or supplier’s conduct” and are considered foreseeable under the contract documents.
2.3 Tariff Avoidance; Duty to Mitigate. Upon learning of a new tariff, or tariff increase, Contractor shall make commercially reasonable efforts to avoid the new costs and mitigate any increased costs to District. Contractor shall, without limitation, determine if there are alternate suppliers that can furnish necessary materials or equipment at a lower cost to Contractor, for example, by sourcing materials or equipment from the United States, or a country subject to lower duties than the Contractor’s original intended supplier. If Contractor is able to identify a lower cost supplier through such efforts, Contractor shall procure supplies from that source before seeking an adjustment in the Contract Sum. Any adjustment to the Contract Sum shall be based on actual increased costs incurred by Contractor despite such efforts.
3. PROCEDURE FOR SEEKING ADJUSTMENT
3.1 Notice Requirement. Contractor shall notify District in writing within fourteen (14) calendar days after Contractor becomes aware or should reasonably have become aware of a new tariff or tariff increase that may entitle Contractor to an adjustment to the Contract Sum.
3.2 Documentation Required. Contractor's request for adjustment shall include:
a. Identification of the specific materials or equipment affected; b. Documentation of the original cost of the affected materials or equipment as included in Contractor's solicitation submission;
c. Documentation of the increased cost directly attributable to the tariff increase; d. Documentation demonstrating that the tariff increase was not reasonably foreseeable as defined in Section 2.1;
e. Documentation demonstrating that the increased costs are not attributable to non- tariff market conditions as defined in Section 2.2; and
f. Proposed adjustment to the Contract Sum.
4. AUDIT RIGHTS
4.1 Prior to agreeing to any adjustment to the Contract Sum, District shall have the right to audit Contractor's books and records to verify that all conditions precedent to a price adjustment have been met.
CAM #4829-3804-1088 V1 Page 9 of 9 CSD Agreement No. 2026-2
4.2 Contractor shall provide District and District's authorized representatives access to all books, records, documents, and other evidence pertaining to the request for adjustment, including but not limited to:
a. Original purchase orders and supplier quotes;
b. Subsequent purchase orders and supplier quotes showing increased costs; c. Correspondence with suppliers regarding tariff impacts; d. Documentation of tariff rates in effect at the time of solicitation submission submission and at the time of purchase; and
e. Any other documentation reasonably requested by District to verify the entitlement to and amount of the requested adjustment.
4.3 Contractor shall maintain all such records for a period of not less than three (3) years after final payment.
5. DETERMINATION OF ADJUSTMENT AMOUNT
5.1 Any adjustment to the Contract Sum shall be limited to the actual increased cost directly attributable to the unforeseeable new tariff or tariff increase, without any additional markup for overhead and profit.
5.2 District reserves the right to reject any request for adjustment that does not meet the requirements of this provision or is not substantiated by sufficient documentation.
5.3 Nothing in this provision shall be construed to relieve Contractor of its obligation to complete the Work within the Contract Time or to entitle Contractor to any time extension due to new tariffs or tariff increases.
Camarillo Sanitary District Agreement No 2026-2
2_-_CSD_Agreement_2026-2.pdf
e8d1893f5ed943dd0b53a4100f0e25db582d6a77
MM / DD / YYYY
Signed
03 / 31 / 2026
13:40:34 UTC
Sent for signature to Thomas J. James
([email protected]) and Patricia Santana
([email protected]) from [email protected] IP: 104.28.217.164
03 / 31 / 2026
16:15:10 UTC
Viewed by Patricia Santana ([email protected])
IP: 47.156.112.191
03 / 31 / 2026
16:15:26 UTC
Signed by Patricia Santana ([email protected])
IP: 47.156.112.191
03 / 31 / 2026
17:13:40 UTC
Viewed by Thomas J. James ([email protected])
IP: 174.67.227.126
03 / 31 / 2026
17:14:52 UTC
Signed by Thomas J. James ([email protected])
IP: 174.67.227.126
The document has been completed.
03 / 31 / 2026
17:14:52 UTC