1. Services Agreement - Hill Brothers Chemical Company — Vernon City Council, June 17, 2025

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND HILL BROTHERS CHEMICAL COMPANY FOR SUPPLY OF 19% AQUEOUS AMMONIA

COVER PAGE
Contractor: Hill Brothers Chemical Company
Responsible Principal of Contractor: Luis Cervantes, III, District Representative
Notice Information - Contractor: Hill Brothers Chemical Company 3000 E. Birch St, Suite 108
Brea, CA 92821
Attention: Luis Cervantes, III, District
Representative
Telephone: (714-579-3333
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Todd Dusenberry,
General Manager
Telephone: (323) 583-8811 ext.579
Commencement Date: July 1, 2025
Termination Date: June 30, 2028
Consideration: Total not to exceed $179,010 (includes
all applicable sales tax); and more
particularly described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section

11.20 Hill Brothers Chemical Company
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SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND HILL BROTHERS CHEMICAL COMPANY FOR SUPPLY OF 19% AQUEOUS AMMONIA
This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and Hill Brother Chemical Company, a California corporation (“Contractor”).

The City and Contractor agree as follows:

1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on June 17, 2025.

2.0 SCOPE OF SERVICES.

2.1 Contractor shall perform all work necessary to complete the services set forth in the City’s Request for Bids issued on or about April 17, 2025, and titled RFB for Supply of 19% Aqueous Ammonia, and Contractor's proposal to the City ("Proposal") dated May 1, 2025, Exhibit “A”, a copy which is attached to and incorporated into this Agreement by reference.

2.2 All services shall be performed to the satisfaction of City.

2.3 All services shall be performed in a competent, professional, and satisfactory manner in accordance with the prevailing industry standards for such services.

3.0 PERSONNEL.

3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Agreement.

3.2 Contractor shall not subcontract any services to be performed by it under this Agreement without prior written approval of City.

3.3 All of the services required hereunder will be performed by Contractor or by City approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City.

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4.0 TERM. The term of this Agreement shall commence on July 1, 2025, and it shall continue until June 30, 2028 unless terminated at an earlier date pursuant to the provisions thereof.

5.0 COMPENSATION AND FEES.

5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit “B” attached hereto and incorporated herein by reference.

5.2 Contractor's grand total compensation for the entire term of this Agreement, shall not exceed $179,010 without the prior authorization of the City, as appropriate, and written amendment of this Agreement.

5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Agreement. Materials shall be of the highest quality. The above Agreement fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses.

5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor:

5.4.1 The actual costs of subcontractors for performance of any of the services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement.

5.4.2 Approved reproduction charges.

5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement.

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5.5 Contractor shall not receive any compensation for extra work performed without the prior written authorization of City. As used herein, “extra work” means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the payment schedule as set forth in Exhibit “B,” if the extra work has been approved by the City.

5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement.

Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement.

6.0 PAYMENT.

6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule.

6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed.

6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month.

6.4 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment.

6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice.

6.6 Payment of such invoices shall be payment in full for all services, Hill Brothers Chemical Company
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authorized costs, and authorized extra work covered by that invoice.

7.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services.

8.0 COORDINATION OF SERVICES. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times.

9.0 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Contractor hereunder, or arising from Contractor’s performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.

10.0 INSURANCE. Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representative, or employees. The policies shall state that they afford primary coverage.

10.1 Automobile Liability Insurance – Primary insurance coverage shall be written on ISO Business Auto coverage form for all owned, hired, and non-owned automobiles or any auto. The policy shall have a combined single limit of not less than one million dollars ($1,000,000). If Contractor is transporting one or more nonemployee passengers in the performance of the services, the automobile liability policy Hill Brothers Chemical Company
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shall have a combined single limit of two million dollars ($2,000,000). If Contractor owns no autos, a hired, non-owned auto endorsement to the General Liability policy is acceptable.

10.1.1 Contractor agrees to subrogate automobile liability resulting from performance under this agreement by agreeing to defend, indemnify, and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the Contractor under the performance of the services. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds and, under the Contractors’ policy, there shall be a waiver of subrogation, and the policy shall be primary and non-contributory and will not seek contribution from the City’s insurance.

10.2 Commercial General Liability Insurance – Contractor shall carry General Liability Insurance covering all operations performed by or on behalf of the Contractor providing coverage for bodily injury and property damage with a single limit of not less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) general aggregate limit written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" Form CG 00 01 or its equivalent for coverage on an occurrence basis. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds with respect to liability arising out of the Contractor's performance of this Agreement. The additional insured coverage under the Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance.

The policy shall be endorsed to include a waiver of subrogation.

10.2.1 If Contractor intends to employ other contractors as part of the services rendered, the City must approve and will establish the Hill Brothers Chemical Company
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appropriate insurance requirements.

10.2.2 Contractor agrees to subrogate General Liability resulting from performance under this agreement by agreeing to defend, indemnify, and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the Contractor under the performance of the services.

10.3 Environmental Pollution Liability – The policy limit shall provide coverage of no less than $1,000,000 per claim and in the aggregate. Coverage shall apply to bodily injury; property damage, including loss of use of damaged property or of property that has not been physically injured; cleanup costs; and costs of defense, including costs and expenses incurred in the investigation, defense, or settlement of claims.

10.3.1 Contractor shall obtain, pay for, and maintain for the duration of the Contract EPL insurance that provides coverage for liability caused by pollution conditions arising out of the operations of the Contractor. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using Subcontractors, the policy must include work performed “by or on behalf” of the insured.

10.3.2 All activities contemplated in the Contract shall be specifically scheduled on the EPL policy as “covered operation.” In addition, the policy shall provide coverage for the hauling of waste from the Project site to the final disposal location, including non-owned disposal sites.

10.3.3 The policy shall specifically provide for a duty to defend on the part of the insurer. The City of Vernon, its officers, employees and agents shall be added to the policy as additional insureds by endorsement.

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10.4 Umbrella Liability Insurance – An umbrella (over primary) may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury/property damage and personal injury/advertising injury and shall include a “dropdown” provision providing primary coverage for any liability not covered by the primary policy. The umbrella policy shall have no additional exclusion or coverage difference from the primary policy. The coverage shall also apply to automobile liability.

10.5 Workers’ Compensation/Employers Liability - Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners:

10.5.1 Provide a copy of the permissive self-insurance certificate approved by the State of California; or

10.5.2 Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a limit of one million dollars ($1,000,000) per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement or

10.5.3 If Contractor has no employees, it may certify or warrant to the City that it does not currently have any employees or individuals who are defined as “employees” under the Labor Code, and the requirement for Workers’ Compensation coverage will be waived by completing the waiver form provided by the City.

10.6 If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

10.7 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days prior written notice to Hill Brothers Chemical Company
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City.

10.8 Insurance shall be placed with insurers with an A.M. Best rating of no less than A-VIII. Any self-insured retention or deductible in excess of $25,000 must be approved in advance by the City. Any policies written on a claims-based basis must include a minimum of a 3-year tail.

10.9 Prior to the commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to evidence coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies upon request.

10.10 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees, and costs against Contractor by way of set-off or recoupment from sums due to Contractor, at City's option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due to Contractor.

11.0 GENERAL TERMS AND CONDITIONS.

11.1 INDEPENDENT CONTRACTOR.

11.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Agreement, or any applicable statute, rule, or regulation. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor’s actions and performance, nor assumes responsibility for taxes, bonds, Hill Brothers Chemical Company
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payments, or other commitments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

11.1.2 Contractor acknowledges that Contractor and any
subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.

11.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise.

11.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Agreement. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City.

11.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness.

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11.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

11.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.

11.7 SUCCESSORS. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns.

11.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations or otherwise constitute a novation.

11.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Violation of any law material to performance of this Agreement shall entitle the Hill Brothers Chemical Company
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City to terminate the Agreement and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom.

11.10 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

11.11 INTERPRETATION.

11.11.1 Applicable Law. This Agreement shall be deemed an agreement and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.

11.11.2 Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral).

11.11.3 Written Amendment. This Agreement may only be
changed by written amendment executed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect.

11.11.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement.

11.11.5 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Hill Brothers Chemical Company
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Exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail. The terms of the City’s Request for Proposals shall control over the Contractor’s Proposal.

11.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning.

There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

11.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement and each and every covenant, term, and provision hereof.

11.13 AUTHORITY OF CONTRACTOR. The Contractor hereby
represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized.

11.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery.

11.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice.

If to the City:

City of Vernon
Attention: Todd Dusenberry, General Manager
4305 Santa Fe Avenue
Vernon, CA 90058
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If to the Contractor:

Hill Brothers Chemical Company
Attention: Luis Cervantes, III, District Representative 3000 E. Birch St, Suite 108
Brea, CA 92821
Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party.

11.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement.

11.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Agreement is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause.

11.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a Hill Brothers Chemical Company
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result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point.

11.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

11.19.1 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

11.20 MAINTENANCE AND INSPECTION OF RECORDS.

The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement.

The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement.

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The Contractor shall maintain all such records in the City of Vernon.

If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead.

11.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law.

11.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

11.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay.

11.24 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital Hill Brothers Chemical Company
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status. Contractor further certifies that it will not maintain any segregated facilities.

Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit “C”.
[Signatures Begin on Next Page].

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Commencement Date stated on the cover page.

City of Vernon, a California charter City
and California municipal corporation
By: ____________________________
Brian Saeki, City Administrator

Hill Brothers Chemical Company, a
California corporation
By:

Name:

Title:

ATTEST:
_______________________________
Genoveva Rocha, City Clerk
By:

Name:

Title:

APPROVED AS TO FORM:
_______________________________
Zaynah N. Moussa,
City Attorney
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EXHIBIT A

CONTRACTOR'S PROPOSAL
•
O•
Sll~]C8
1923
May 1, 2025
City of Vernon
City Clerk
4305 Santa Fe Ave
Vernon, CA 90058
3000 East Birch Street ■Suite 108 ■Brea, CA 92821
714.998.8800 ■fax 714.998.6310 ■ 800.438.81 15 ■ hillbrothers.com To Whom It May Concern:

Hill Brothers would like to thank you for the opportunity to bid to supply chemicals to the City's power plant, Malburg Generating Station (MGS), located at 4963 Soto Street, Vernon, CA 90058.

Our company would like to offer this letter of intent to supply the City with our 19% Aqueous Ammonia of the highest purity. All elements of the Request for Bid have been reviewed and understood.

Hill Brothers Chemical is a Western United States based company that for over one hundred years has been supplying a variety of chemical products to both the industrial and construction markets.

Upon award of the business, Hill Brothers agrees to sell and deliver Aqua Ammonia as proposed in Exhibit B Standard Form Services Agreement.

If you require any further information, please do not hesitate to contact me.

Sincerely,
~ ~ s CerE~antes, III
District Representative
Hill Brothers Chemical Company
3000 E Birch St, Suite 108
Brea, CA 92821
lui s @hi llbrothers . com
(714) 579-3333
Corporate HQ
& International Sales
San Jose
8Q0.257. 1920
So. California
800.438.85 15
Phoenix
602.272.9363
Tucson
520.795.935
North Salt Lake
800.336.391
800.994.880
Hill Brothers Chemical Company

STATEMENT OF QUALIFICATIONS
Hill Brothers Chemical is a Western United States based company that for over one hundred years has been supplying a variety of chemical products to both the industrial and construction markets including Ammonia Products, Calcium Chloride, Magnesium Hydroxide Products, Bleach & Chlorine Products, Acid &Alkali Products, Decking &Sealers on our Desert Brand Product line.

Hill Brothers Chemical meets the requirements of the mandatory specifications described in this Request for Bids and agrees to deliver five (5) days from date of placement of order.

Our Expertise
Hill Brothers Chemical Co. has been committed to the chemical industry since 1923, we know that supporting more than just product supply is what the ammonia industry requires. We provide environmentally safe high quality Pump Out services for bulk containers, storage tanks, and refrigeration systems.

Our Vision
We believe that a caring culture can lead to greater value and make the roads of those we touch smoother today than they were yesterday. Hill Brothers serves to make our part of the world cleaner, healthier, safer, and more pleasant through our quality chemical products, personalized service, and creative solutions in areas where we have, or can develop, leverageable expertise.

Our Team
Every Hill Brothers' employee carries a responsibility for his or her contribution to the overall quality effort. Collectively, our quality goal is total customer satisfaction. How each person performs his or her job directly impacts the satisfaction of our customers. Input of the quality our product can be taken from every perspective, thus keeping our strongest asset, our customer, as our first priority.

MANDATORY SPECIFICATIONS
General
a. Vendor to provide bulk 19% Aqueous Ammonia, transportation, and delivery to the City's power plant, Malburg Generating Station (MGS), located at 4963 Soto Street, Vernon, CA 90058.
b. Nineteen percent (19%) Aqueous Ammonia prices to be quoted per gallon. Quote shall include itemized freight per trip charge and taxes.

Quote shall include a certified analysis of the aqueous ammonia production lot.

2. Specifications
a. Formula: 19% Aqueous Ammonia (Ammonia Hydroxide)
b. Percent weight: 18.5% to 19.5%
c. Specific gravity at 60 degrees Fahrenheit: 0.9309 to 0.9278 at 60°F d. Appearance: colorless, clear, free from particulate
Analysis Result Specification
Ammonia 19% 18.5% - 19.5%
Content/Assay
Appearance Colorless, clear, free Colorless, clear, free from particulate from particulate
Specific Gravity 0.9282 60°F 0.9309 - 0.9278 @
60°F
e. Aqueous ammonia shall contain no substances in quantities capable of producing deleterious effects on the generation equipment when properly applied.
f. Aqueous Ammonia shall not contain specific impurities more than the following limits, measured in total (dissolved and non-dissolved) form, and unfiltered.

Impurities Maximum Limit
Residue after ignition 0.002 % 4-ounce sample
Carbon dioxide (CO2) 0.002 % 4-ounce sample
Chloride (CI) 0.5 ppm
P osp a e P 4 2 ppm
Total Sul ur as SO4 2 ppm
Ni ra e N 3 2 ppm
Heavy metals (as Pb) 0.5 ppm
Iron (Fe) 0.2 ppm
Substance-reducing
erman anate
To pass test
g. The vendor is responsible for all testing and documentation required to assure that the product delivered meets all specifications. The supplier shall provide the delivery location with a current Safety Data Sheet (SDS) prior to or concurrent with the delivery of the product. The City will not accept any product without proper documentation. The City reserves the right to sample and test all products at time of delivery. Visible signs of contamination at the time of delivery will result in the product being rejected. Should laboratory testing determine the delivered product failed to meet specifications, the City shall have the option of having the supplier remove the inadequate chemical from the storage tank and replace with chemical that meets the specifications. Supplier is responsible for removing non-compliant chemicals and replacing it with fresh chemical meeting the specifications.

3. Transportation and Delivery
a. All shipments of Aqueous Ammonia shall conform to US Department of Transportation (DOT) regulations for marking and handling.

Transportation and delivery of Aqueous Ammonia shall be performed in accordance with all applicable laws, regulations, and comply with the City's site-specific ammonia delivery safety plans and procedures. b. As part of the California Energy Commission (CEC) Decision, which oversees various operational requirements of the facility, the selected vendor will be required to utilize the specified and approved delivery route contained there within. Condition of Certification Trans-8 states "The City of Vernon shall only use the preferred and alternate truck travel routes for deliveries of aqueous ammonia to the MGS site. The preferred route shall be from Interstate 710, exiting at the Bandini Boulevard. Trucks will then travel west along Bandini Boulevard, south on Soto Avenue, and finally west on 50th Street to the MGS. In the event that conditions are such that the City and CEC determine that the preferred route is not the safest route, the City shall direct aqueous ammonia deliveries to the MGS along the following alternative route. Delivery trucks shall travel along Interstate 5, exiting at Garfield Avenue. Trucks will then travel west along Telegraph Road, south on Garfield Avenue, west on Bandini Boulevard, south on Soto Avenue, and finally west on 50th Street to the MGS."
c. Deliveries shall be made between 7:00 a.m. and 5:00 p.m. Mondays through Fridays, excluding holidays, unless agreed upon by both parties in advance of delivery.
d. Upon placement of each order, Aqueous Ammonia shall be delivered to the City within five (5) calendar days, excluding holidays. This product will be used in a highly regulated process. Prompt delivery is required.

The supplier of the product must provide prior notification if inconsistencies in delivery times are expected for any reason. e. The city estimates 8-10 deliveries per year with an estimated delivery quantity of 4,500 gallons of Aqueous Ammonia per delivery. f. The product must be delivered by equipment that has the capability to safely transfer the product to the facility's Aqueous Ammonia storage tanks. Vendor will provide and connect all hoses for Aqueous Ammonia transfer and storage tank vapor removal.
g. Drivers and delivery personnel must demonstrate safe work practices appropriate to the product they are delivering and are expected to provide their own Personal Protective Equipment (PPE. Delivery personnel must have the ability to inspect the tank before and after delivery to detect any problems with the tank.
h. All delivery personnel shall be trained about the specific properties and hazards of the product and utilize appropriate PPE while at the City's facility.
i. Payment will be based on per-gallon-delivered for the Aqueous Ammonia.

All of the above statements submitted in conjunction with the proposal, as a part thereof, and the truthfulness and accuracy of the information is guaranteed by the Bidder.
hereby certify under penalty of perjury under the laws of the state of California that the representation made herein are true and correct. ~—
Signature of Bidder
Luis Cervantes, III District Representative
Print Name and Title

BID FORMS

SCHEDULE OF BID PRICES
PROJECT. Suppiv of 19% Aaueous Ammonia
BIDDER'S NAME: Hill Brothers Chemical Company

BASE BID
Pursuant to and in compliance with your Request for Bids and Agreement Documents relating to this Project including ail Addenda (attach signed copies), Bidder, having become thoroughly familiar with the terms and conditions of the Agreement Documents and with local conditions affecting the performance c~nd the costs of furnishing the materials and equipment, hereby proposes and agrees to fully deliver the materials and equipment within the time stated in strict accordance with the Agreement Documents (including the furnishing of any and all labor, materials, tools, expendable equipment, and utility and transportation services necessary to fully furnish the materials and equipment in a workmanlike manner) for the total Base Bid sum of:

One Dollar and 20/100 Dollars ($1~ 20 }
The estimated quantities indicated in the Schedule of Bid Prices are estimates for bidding purposes only. The City may decrease or increase supply requirements as needed.

Item
No.

Description Units Quantity Unit
Cost
Amount

1. 19% Aqueous Ammonia all n 45.000
annual) $1.20 $54,000

2. 3.

B{D TOTAL
54, 000

WRITTEN
AMOUNT Fifty Four Thousand Dollars and 001100
For price-volatile commodities, the indicated Unit Price shall be the initial or basis price of the commodity at the Agreement start, subject to the provisions herein.

Pursuant to Vernon Municipal Code Section 3.32.220(C), any compensation rates to be paid by the City may not be increased during fhe term of the Agreement except where external factors significantly affect costs and rates during the term of the Agreement, and any such increase must be directly tied to the most appropriate index or cost-of-living rote or a pass through of increased costs charged to the contractor. Bidder has the option to submit a proposed price adjustment calculation based on the United States Department of Labor's Bureau of Labor Statistics, Producer Price Index (PPIJ, for Chemicals and Allied Products, Industrial Chemicals (WPU063) or other appropriate, publicly available index. It is the City's sole discretion to determine whether any proposed index, other than the one specified herein, is appropriate for price adjustments. If a different index is proposed, the proposed index shall be indicated in the bid. An example calculation of price adjustment must be submitted as part of the bid. if an example price adjustment calculation is not provided, the unit price will be assumed to be fixed for the entire Agreement term. To be clear, price adjustment can be positive or negative to pricing. Bidder shall indicate the period of proposed price adjustments {e.g., quarterly, yearly, etc.). The period of proposed price ad}ustment shall not be less than quarterly. The data used for any proposed adjustment shakl be the most current at the time of proposed adjustment. Price adjustments must be mutually agreed upon, in writing by both parties.

All other work items, labor, materials, tools and incidentals which are not specifically listed in the above bid items, bit are necessary to complete the project per specifications, and all other applicable standards and codes are considered to be included in the above bid items.

AFFIDAVIT OF NON-COLLUSION BY CONTRACTOR

STATE OF CALIFORNIA )
Oran e ) ss

COUNTY OF )
Patricia Santana
and says that he/she is Corporate Secretary
of Hill Brothers Chemical Co
(Insert name of bidder)
being first duly sworn deposes
(Insert "Sole Owner", "Partner", "President, "Secretary", or other proper title) who submits herewith to the City of Vernon a bid/proposal; That all statements of fact in such bid/proposal are true; That such bid/proposal was not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organizarion or corporation; That such bid/proposal is genuine and not collusive or sham; That said bidder has not, directly or indirectly by agreement, communication or conference with anyone attempted to induce action prejudicial to the interest of the City of Vernon, or of any other bidder or anyone else interested in the proposed contract; and further That prior to the public opening and reading of bids/proposals, said bidder:
a. Did not directly or indirectly, induce or solicit anyone else to submit a false or sham bid/proposal;
b. Did not directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham bid/proposal, or that anyone should refrain from bidding or withdraw his/her bid/proposal;
c. Did not, in any manner, directly or indirectly seek by agreement, communication or conference with anyone to raise or fix the bid/proposal price of said bidder or of anyone else, or to raise or fix any overhead, profit or cost element of his/her bid/proposal price, or of that of anyone else; d. Did not, directly or indirectly, submit his/her bid/proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, or to any individual or group of individuals, except the City of Vernon, or to any person or persons who have a partnership or other financial interest with said bidder in his/her business.

I certify under penalty of perjury that the above information is correct ' ~ C1 ,~-----_,
By: 0':~n ~~~- ~.-._s~.~ Title: Corporate Secretary
Date: ~ ~ 1r~J ~~
CA. Notary Form Attached
Per California Law
Identification Provided
March 2013

CALIFORNIA JURAT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF C~~~~
Subscribed and sworn to (or affirmed) before me on this I ~"~ day of /"`~` 2~2~ Date Month Year
by ~~'F Ir' ` ~ ~ ~ ~ G.h'~"~.h 0~
Name of Signers
proved to me on the basis of satisfactory evidence to be the persons) who appeared before me. ..::
~5~,~ of ;,,f ETHAN J. BOCKEI,MAN
Signature: ~ ~ ~~ N~~ 0 anbe~
Counlifornia
Q ~~
S d C ~ ~ ~ Signature of Notary Public Y ~~. ~ Commission # 2482559 C,l~Fa0.~`* My Comm. Expires Feb 20, 1028
$ep~
Place Notary Seal Above
___o_______________________.._________emd~~a000~=o~a ppTIONAL -~a~~wp~~~~~~~~~m______________moQ«~=~o~~~4m______ Though this section is optional, completing this information can deter alteration of the document or fraudulent attachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document:

Document Date:

Number of Pages:

Signers) Other Than Named Above:

HILL BROTHER }
_~„~'
C)ver Z~ Ye~-~rs o~ ~~u,~to~~ C.~c~s~i;itu~~~b

CERTIFICATE OF ANALYSIS
A ua Ammonia
NATIONAL CEMENT COMPANY APRIL 28, 2OZJ c
Sold To: Date:

Ship To:
5 MILES EAST OF I-5, OFF HWY 138
Batch #: 105512-042519
LEBEC CA 93243 136718 Location: Ref / PO#:

CESAR ACHTMANN Driver : Seal # : 8971
4047 8972 cD~,# : seal# :
9H 11770 8973 Tractor Lic : seat # :
4BG 1310 Tanker Lic :

Package
BULK
Quantity
5,200
This is to certify that the above shipment was produced in compliance with current Good manufacturing Practices (cGMP) and meets or exceeds the standards set forth below, including NSF/ANSI Standard 60, ANSI/AWWA B306-15 standards, and the Food Chemical Codex standards (FCC) when concentrations are between 27% and 30% anhydrous ammonia.

Aqua Ammonia Analysis° Specification (% NH3 by wt.)
Assay, % NH3 by wt. ~ 9.30 19.0% min oY• 29.45% (26°Be) min Specific Gravity, corrected to 60°F
Appearance
Carbon Dioxide
Chloride
Fluoride
Heavy Metals (as Pb)
Iron
Phosphate
Sulfate
Residue on Ignition
Substance Reducing Permanganate
• •. •
Clear, Water White
< 20 ppm
<0.5 pptn
<0.5 ppm
<0.5 ppm
<0.2 ppm
<2.0 ppm
<0.5 ppm
<20 ppm
Pass
Maximum use level for Ammonium H}~droxide under NSF/ANSI/CAN Standard 60 N~~ Ammonium Hydroxide 19% Maximum use 26 mg/L Ammonium Hydroxide 20% Maximum use 25 mg/L 0 Tested by Hill Brothers Chemical Co.

Ammonium Hydroxide 29.45% Maximum use 17 mg/L
Ammonium Hydroxide 26°be Maximum use
*Maximum
17mg/L
COf forms !O Ammonium Hydroxide 24.5% use 20 mg/L
~'~~0 NSF/ANSUCAN 80 *NSF certification for 24.5%applies to Aqua Ammonia produced at the San ANSI/AYi~WA 8306-IS Jose facility only.

CONFIDENTIAL: This Certificate of Analysis should only be atsed fot' tylG' CtfSlOIf1C'1~'S IY11C'i•nal use.

JOSE RAMIREZ PRODUCTION
Authorized Signature Title
15017 E Clark Ave •City of Industry, California 91745
(800)-322-4119 • (626) 333-2251 •FAX: (626) 330-9557
http: / /hillbrothers.com
Rev 8. 10/02/24
ACORO~ `~ CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 5/1/2025
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
Acrisure Southwest Partners Insurance Services, LLC
4000 Westerly Place
Suite 110

CONTACT
NAME:

PHONE FAX
E ac "°
A DRIESS: SWC21tS acrisure.com
Newport Beach CA 92660 INSURER S AFFORDING COVERAGE NAIC # License#: BR-1801370 INSURERA: Westchester Sur lus Lines Insurance Com an 10172 INSURED HILLBRO-01
Hill Brothers Chemical Company
3000 E. Birch St; Suite 108
INSURER B :ACE American Insurance Com an 22667
iNsuReR c :Berkshire Hathawa Homestate Insurance Com an 20044 Brea CA 92821 INSURER D

INSURER E

INSURER F
COVERAGES CERTIFICATE NUMBER: 1181355958 REVISION NUMBER:

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
LTR NpE OF INSURANCE ADDL SUER

POLICY NUMBER

POLICY EFF

MMIDD/YYYY

POLICY EXP

MM/DD/YYYY LIMITS
A X COMMERCIAL GENERAL LIABILITY G2714598A012 8/1/2024 8/1/2025 Ep,CHOCCURRENCE $1,000,000 CLAIMS-MADE ~ OCCUR
A G O
PREMISES Ea occuRence $ 300,000
MED EXP (My one person) $ 25,000
PERSONAL 8 ADV INJURY $ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 POLICY ~ jE ~ ~ LOC PRODUCTS -COMP/OP AGG $ 3,000,000
OTHER: $
B AUTOMOBILE LIABILITY H08455582012 8/1/2024 8/1/2025 COMBINED SINGLE LIMIT Ea accident $ 5,000,000
X ANY AUTO BODILY INJURY (Per person) $

OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY (Per accident) $

PROPERTY DAMAGE
Per accident
X HIRED X NON-OWNED $

AUTOS ONLY AUTOS ONLY
A UMBRELI.ALIA6 X OCCUR 627146028012 8/1/2024 8/1/2025 EgCH OCCURRENCE $10,000,000 X AGGREGATE $ 10,000,000 EXCESS LIAB CLAIMS-MADE
DED X RETENTION $ Excess Over GL/POL/WC $

C WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N
HIWC524308 6/1/2024 6/1/2025 X STATUTE ERH
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED?
~ NSA
(Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 A Contractors Pollution Liab G2714598A012 8/1/2024 8/1/2025 Deductible $10,000 $1,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Vernon, its director, commissioners, officers, employees, agents and volunteers are included as Additional Insured under the General Liability and Automobile policies as their interest may appear, as required by written contract. This insurance is primary insurance as respects to coverage to the additional insured person or organization, where the written contract or written agreement requires that this insurance be primary and non-contributory. Waiver of Subrogation applies to the Workers' Compensation policy. in favor of the City of Vernon, its director, commissioners, officers, employees, agents and volunteers.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

City of Vernon; Risk Management
4305 Santa Fe Avenue
Vernon CA 90058 AUTHORIZED REPRESENTATIVE
O 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD

AUTOMATIC ADDITIONAL INSURED ENDORSEMENT
Named insured Hill Brothers Chemical Company I Endorsement Number Policy Symbol Policy Number Policy Period Effective Date of Endorsement CAL H08455582 08/01 /2024 70 08/01 /2025 08/01 /2024
Issued By (Name of Insurance Company)
ACE American Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
SECTION II -LIABILITY COVERAGE, WHO IS AN INSURED is amended to include as an "insured" any person or organization you are required in a written contract or agreement to name as an Additional Insured on your policy but only for "bodily injury" or "property damage" to which this insurance applies if the "accident" is caused by:

1. You, while using a covered "auto" or

2. Any other person, while using a covered "auto" with your permission.

The insurance provided by this endorsement shall be subject to the following additional condition:

1. The Limit of Insurance provided for the Additional Insured shall not be greater than those required by contract and, in no event, shall the policy Limits of Insurance be increased by the contract. 2, All insuring agreements, exclusions, terms and conditions of the policy shall apply to the coverage (s) provided to the Additional Insured, and such coverage shall not be enlarged or expanded by reason of the contract.

3. Coverage provided by this endorsement shall be excess over any other valid and collectible insurance available to the Additional Insured (s) whether primary, excess, contingent or on any other basis unless the contract specifically requires that this insurance be primary or you request that it apply on a primary basis prior to loss.

Authorized Representative
DA-6Z04a (06/14) Page 1 of 1
145
POLICY NUMBER: G2714598A 012 COMMERCIAL GENERAL LIABILITY CG 20100413
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED -OWNERS, LESSEES OR

CONTRACTORS -SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Persons)
Or Or anization s Locations Of Covered O erations
As required by written contract or agreement signed As required by written contract or agreement signed by both parties prior to a loss to which this insurance by both parties prior to a loss to which this insurance applies. applies.

Information re uired to com lete this Schedule, if not shown above, will be shown in the Declarations.

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insureds) at the locations)
designated above.

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:

This insurance does not apply to "bodily injury" or
"property damage" occurring after:

1. All work, including materials, parts or
equipment furnished in connection with such
work, on the project (other than service,
maintenance or repairs) to be performed by or
on behalf of the additional insureds) at the
location of the covered operations has been
completed; or

2. That portion of "your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a
principal as a part of the same project.

C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III —Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.

This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.

CG 20 10 04 13 O Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: G2714598A 012

COMMERCIAL GENERAL LIABILITY
CG 20 37 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED -OWNERS, LESSEES OR

CONTRACTORS -COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Persons)
Or Organizations) Location And Description Of Completed Operations As required by written contract or agreement signed by
both parties prior to a loss to which this insurance
applies.

As required by written contract or agreement signed by
both parties prior to a loss to which this insurance
applies.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II —Who Is An Insured is amended to
include as an additional insured the persons) or
organizations) shown in the Schedule, but only
with respect to liability for "bodily injury" or
"property damage" caused, in whole or in part, by
"your work" at the location designated and
described in the Schedule of this endorsement
performed for that additional insured and
included in the "products-completed operations
hazard".

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and

2. If coverage provided to the additional insured
is required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to provide
for such additional insured.

B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III —Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.

This endorsement shall not increase the applicable
Limits of Insurance shown in the Declarations.

CG 20 37 04 13 O Insurance Services Office, Inc., 2012 Page 1 of 1 CHUBB~'
Named Insured Endorsement Number
Hill Brothers Chemical Company 009
Policy Symbol Policy Number Policy Period Effective Date of Endorsement PPL G2714598A 012 08/01 /2024 to 08/01 /2025 2/05/2025
Issued By (Name of Insurance Company)
Westchester Surplus Lines Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION TO SPECIFIC PARTIES ENDORSEMENT
Helix Water District
R.M. Levy Water Treatment Plant
9550 Lake Jennings Park Rd
Lakeside, CA 92040
M-I, LLC, a Schlumberger Company
5950 North Course Drive
Houston, TX 77072
City of Laguna Beach
c/o David Shissler, Director of Water Quality
505 Forest Avenue
Laguna Beach, CA 92651
City of Tucson
Department of Procurement
P.O. Box 27210
Tucson, AZ 85726
City of Redding
Risk Management
777 Cypress Avenue
Redding, CA 96001
City of Oxnard
Insurance Compliance
Reference No. 10573
P.O. Box 100085 — OX
Duluth, GA 30096
Kiewit Power Constructors Co.

Attn: Scattergood Unit 3 Repowering Project
9401 Renner Bivd.

Lenexa, KS 66219
The City of Santa Clara
c/o Insurance Data Services Insurance Compliance
PO Box 100085-S2
Duluth, GA 30096
ENV-3126 (08-04)
City of San Buenaventura
501 Poli St.

Ventura, CA 93001
City of Pasadena
100 N. Garfield Ave
Pasadena, CA 91109
Las Vegas Valley Water District
Attn: Risk Management
1001 South Valley View Blvd. M/S 380
Las Vegas, NV 89153
City of Long Beach, the Board of Water Commissioners, and their officials, employees and agents 2950 Redondo Ave.

Long Beach, CA 90806
United States Cold Storage, Inc.

Attn: Insurance Department
2 Aquarium Dr, Ste 400
Camden, NJ 08103
Univar
Data Management Staff
P.O. Box 34325
Seattle, WA 98124-1325
City of Brentwood Public Works Operations
2201 Elkins Way
Brentwood, CA 94513
OCSD
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
The City of Roseville - Insurance Compliance
P.O. Box 100085-R1
Duluth, GA 30096
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
Central Coast Water Authority
255 Industrial Way
Buellton, CA 93427-9565
Roche Holdings Inc; Including all divisions and subsidiaries 1 DNA Way
South San Francisco, CA 94080
City of Inglewood
City Hall
1 Manchester Blvd.

Inglewood, CA 90301
Applied Process Cooling Corporation (APCCO)
4812 Enterprise Way
Modesto, CA 95356
ENV-3126 (08-04)
Rancho California Water District Insurance Compliance
PO Box 10085-RW
Duluth, GA 30096
Airgas Dry Ice
9810 Jordan Circle
Santa Fe Springs, CA 90670
Shields, Harper & Co
4591 Pacheco Boulevard
Martinez, CA 94553
City of Tempe Contract Administrator
PO Box 5002
Tempe, AZ 85281
Water Replenishment District of Southern California
4040 Paramount Blvd
Lakewood, CA 90712
Dublin San Ramon Services District
7051 Dublin Blvd
Dublin, CA 94568
City of Poway
Public Works Department
13325 Civic Center Drive
Poway, CA 92064
Sweetwater Authority
505 Garrett Ave
Chula Vista, CA 91910
Nevada Cement Company LLC
P.O. Box 100085-EA
Duluth, GA 30096
City of Palo Alto
P.O. Box 10250
Palo Alto, CA 94303
Dole Fresh Vegetables, Inc.

Attn: Purchasing Department
P.O. Box 2018
Monterey, CA 93942
Berkshire Hathaway Energy Company
Attn: Insurance Services
P.O. Box 657
Des Moines, IA 50306-0657
Jones Lang LaSalle
c/o Avetta
P.O. Box 51387
Irvine, CA 92619
Ormat Technologies Inc. and/or all subsidiaries and/or affiliated companies. 6140 Plumas Street
Reno, NV 89519
ENV-3126 (08-04)
City of Galt
495 Industrial Drive
Galt, CA 95632
Mesa Water District
1965 Placentia Ave
Costa Mesa, CA 92627
Elsinore Valley Municip<
31315 Chaney St.

Lake Elsinore, CA 9253
Santa Fe Irrigation Distr
R.E. Badger Filtration P
18535 Aliso Canyon Ro
Rancho Santa Fe, CA 9;
Metropolitan Water Disti
P.O. Box 54153
Los Angeles, CA 90054
Alameda County Water
ATTN: Purchasing Divis
P.O. Box 5110
Fremont, CA 94537
United Dairymen of Ariz
2008 S. Hardy Dr
Tempe, AZ 85282
City of Roseville
311 Vernon St
Roseville, CA 95678
The State of Arizona
Dept of Emergency and
5645 East McDowell Rd
Phoenix, AZ 85008-349
Hydrite Chemical Co.
300 N. Patrick Blvd, Dra
Brookfield, WI 53008-09
Jackson Family Wines,
425 Aviation Blvd
Santa Rosa, CA 95403
Nucor Steel Kingman LL
3000 West Old Hwy 66
Kingman, AZ 86413
Infineon Technologies A
101 N. Pacific Coast Hic
EI Segundo, California ~
Walnut Valley Water Dis
27 S. Brea Canyon Roa
Walnut, CA 91789
ENV-3126 (08-04)
Turlock Irrigation District
P.O. Box 949
Turlock, CA 95381-0949
City of Prescott
Public Works Director
433 N. Virginia St
Prescott, AZ 86301
City of Flagstaff
211 W. Aspen Ave
Flagstaff, AZ 86001
Lineage Logistics and its Subsidia
17911 Von Karman Ave, Suite 40~
Irvine, CA 92614
City of San Jose —Finance Depart
Risk &Insurance
200 East Santa Clara St, 14th Floc
San Jose, CA 95113-1905
California Water Service Company
1720 N. 1st Street
San Jose, CA 95112
City of Torrance
Public Works
20500 Madrona Ave
Torrance, CA 90503
Contra Costa Water District
1075 Broad Ripple Ave
Suite 313
Indianapolis, IN 46220
City of Camarillo
Sanitary District
601 Carmen Drive
Camarillo, CA 93010
Alameda County Water District
ATTN: Purchasing Division
P.O. Box 5110
Fremont, CA 94537
City of Escondido
201 N. Broadway
Escondido, CA 92026
City of Vernon
4305 Santa Fe Ave
Los Angeles, CA 90058
Santa Clara Valley Water District
Contact Administrator
5750 Almaden Expressway
San Jose, CA 95118
ENV-3126 (08-04)
City of Burbank Purchasing Division
300 E. Olive Ave, Suite 305
Burbank, CA 91502
Arizona Water Company
P.O. Box 29006
Phoenix, AZ 85038-9006
Grosvenor Donner Associates
1600 Donner Ave
San Francisco, CA 94124
City of Beverly Hills
Public Works &Transportation Dept.
345 North Foothill Rd
Beverly Hills, CA 90210
City of San Diego, its officers, officials, employees and volunteers 1200 Third Ave., Suite 200
San Diego, CA 92101-4195
Strategic Mechanical, Inc
4661 East Commerce Avenue
Fresno, CA 93725
East Bay Municipal Utility District (EBMUD)
P.O. Box 24055
Oakland, CA 94623-1055
Bay Area Clean Water Agencies (BACWA)
PO Box 24055, MS 702
Oakland, CA 94623
Western Oilfields Supply Co DBA Rain for Rent
3404 State Road
Bakersfield, CA 93308
City of Tracy
3900 Holly Drive
Tracy, CA 95304
Process Cooling International
Applied Process Cooling Corporation
APCCO
4812 Enterprise Way
Modesto, CA 95356
City of Thousand Oaks
9600 Santa Rosa Rd
Camarillo, CA 93012
C&L Refrigeration Corporation
P.O. Box 2319
Brea, CA 92822
Precision Shooting Equipment, Inc.

P.O. Box 5487
Tucson, AZ 85703
ENV-3126 (08-04)
Arizona Grand Resort, LLC
8000 S. Arizona Grand Pkwy
Phoenix, AZ 85044
Cinnabar Industrial 410, LLC
P.O. Box 71
San Clemente, CA 92674-0074

SSJID WTP
P.O. Box 747
Ripon, CA 95366
City of Phoenix
251 W. Washington St, 8th Floor
Phoenix, AZ 85003
Exyte U.S., Inc
201 Fuller Road, Suite 401
Albany, NY 12203
Ergon Asphalt &Emulsions, Inc
P.O. Box 1639
Jackson, MS 39215-1639
Eastern Municipal Water District
2770 Trumble Road
P.O. Box 8300
Perris, CA 92572-8300
Chino Basin Desalter Authority
3550 E. Philadelphia Street, Suite 170
Ontario, California 91761
Los Angeles County Sanitation Districts
Insurance Compliance
P.O. Box 100085 — L J
Duluth, GA 30096

LONG BEACH UTILITIES DEPARTMENT
1800 East Wardlow Road,
Long Beach, CA 90807
City of Los Angeles
Department of Water &Power
111 N. Hope Street, JFB465
Los Angeles, CA 90012
City of Chandler
Attn: Purchasing Clerk
P.O. Box 4008
MS 901
Chandler, AZ 85225
Arizona Department of Corrections, Rehabilitation, and Reentry 701 E. Jefferson St
M/C 55302
Phoenix, AZ 85034
ENV-3126 (08-04)
Northern California Power Agency
651 Commerce Drive
Roseville, CA 95678
Pima County
Finance &Risk Management
97 E. Congress Street
Tucson, AZ 85701
City of Riverside
3900 Main Street
Riverside, CA 92522
Bay Area Clean Water
Agencies (BACWA)
P.O. Box 24055
M S 702
Oakland, CA 94623
City of Tucson
Procurement Division
P.O. Box 27210
Tucson, AZ 85726
Albertsons Companies, Inc and its subsidiaries
Legal Dept-Commercial Contracts
250 E. Parkcenter Blvd
Boise, I D 83706
If we decide to cancel this policy on or before the expiration date shown on the Declarations Page, we will mail to the persons) or organizations) shown in the Schedule above, written notice of cancellation not less than 30 days prior to cancellation or 10 days for non-payment of premium.

ENV-3126 (08-04)
Westchester
A Chubb Company
PRIMARY AND NONCONTRIBUTORY —OTHER INSURANCE CONDITION
Named Insured
Hill Brothers Chemical Company
Endorsement Number
Policy Symbol Policy Number Policy Period Effective Date of Endorsement PPL G2~14598A o12 08/0/2024 TO o8/oi/2o25 08/01/2024
Issued By (Name of Insurance Company)
Westchester Surplus Lines Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
CONTR.ACTOR'S POLLUTION LIABILITY COVERAGE PART
The following is added to the Other Insurance Condition and supersedes any provision to the contrary:

Primary and Noncontributory Insurance
This policy is primary to, and will not seek contribution from, any other insurance available to an additional insured under this policy, provided that:
a. The additional insured is a named insured under such other insurance; and b. You have agreed in a written contract or agreement that this insurance would:
(i) act as primary insurance; and
(2) would not seek contribution from any other insurance available to the additional insured.

All other terms and conditions of this policy remain unchanged.

CNV-3252 (12-18) Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 1 of i (266562.1) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10 C (Ed. 01-19)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA

BLANKET BASIS
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement.

This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule
Blanket Waiver
Person/Organization Blanket Waiver —Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.

Job Description Waiver Premium (prior to adjustments)
All CA Operations 5660.00
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 06/01/2024 PolicyNo.: HIWC524308 Endorsement No.:

Insured: Premium $
Insurance Company: Berkshire Hathaway Homestate Ins Co
Countersigned by
WC990410C
(Ed. 01-19)
Hill Brothers Chemical Company
Services Agreement

Page 20 of 21 ends

______________________

EXHIBIT B

SCHEDULE

BID FORMS

SCHEDULE OF BID PRICES
PROJECT. Suppiv of 19% Aaueous Ammonia
BIDDER'S NAME: Hill Brothers Chemical Company

Item
No.

Description Units Quantity Unit
Cost
Amount

1. 19% Aqueous Ammonia all n 45.000
annual) $1.20 $54,000

2. 3.

B{D TOTAL
54, 000

If there is a discrepancy between (1) the "Grand Total" shown immediately above, (2) any of the "total costs" shown in the far right column above, or (3~ the individual Unit Price, then the Unit price shall control over the Iota{ cost, and the total cost shall control over the total. If, however, the unit price is ambiguous, unintelligible, or uncertain for any cause, or is omitted, or is the same amount as the entry for the item total, then the item total shall prevail and shall be divided by the estimated quantity for the item and the price thus obtained shall be the unit price.
1 Peregrina, Efren
From: Luis D. Cervantes III <[email protected]>
Sent: Friday, May 9, 2025 8:48 AM
To: Peregrina, Efren
Subject: Re: RFB - Supply of 19% Aqueous Ammonia
Efren,
I hope all is well. Per our conversation yesterday and in the interest of expediency, this email is meant to confirm that the Aqueous Ammonia 19% bid pricing submitted by Hill Brothers Chemical Company for Option Year 1 will be the same for Option Year 2 and Option Year 3. If you have any questions, please do not hesitate to contact me.

Sincerely,
Luis D. Cervantes III
Territory Manager
Southern CA Sales
Office: (714) 579-3333 x3293 Cell: (714) 323-4526
Customer Care: (800) 322-4119
Email: [email protected] Website: www.hillbrothers.com Order Desk: [email protected]
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From: Peregrina, Efren <[email protected]>
Date: Thursday, May 8, 2025 at 5:37 PM
To: Luis D. Cervantes III <[email protected]>
Subject: RFB - Supply of 19% Aqueous Ammonia
Good afternoon Luis,
This is a follow-up to the conversation that we had today 5/8/25.

The City is requesting projected annual fee schedules for Year 2 and Year 3 for the Supply of 19% Aqueous Ammonia.

The same request will be extended to the other vendor that submitted a bid.

Thank you
Hill Brothers Chemical Company
Services Agreement

Page 21 of 21 ends

______________________

EXHIBIT C

EQUAL EMPLOYMENT OPPORTUNITY

PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities.

B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.

C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class.

D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law.

Vernon City CouncilJune 17, 2025

Vernon City Council
June 17, 2025