Vernon City Council
July 1, 2025

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND NALCO COMPANY

LLC FOR CHEMICAL WATER TREATMENT SERVICES FOR THE MALBURG

GENERATING STATION

COVER PAGE
Contractor: Nalco Company LLC
Responsible Principal of Contractor: Scott Isherwood, District Manager Notice Information - Contractor: Nalco Company LLC
1601 W. Diehl Rd.

Naperville, IL 60563-1198
Attention: General Counsel,
Industrial Sector
Telephone: (509) 431-5062
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 $913,408.80
(includes all applicable sales tax); and
more particularly described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section

11.20 Nalco Company LLC
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SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND NALCO COMPANY

LLC FOR CHEMICAL WATER TREATMENT FOR THE MALBURG GENERATING

STATION
This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and Nalco Company LLC, a Delaware limited liability company (“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 July 1, 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 Proposals issued on or about April 16, 2025, and titled RFP for Chemical Water Treatment for the Malburg Generating Station, and Contractor's proposal to the City ("Proposal") dated May 5, 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 reasonable satisfaction of City.

2.3 All services shall be performed in a competent, professional, and reasonably 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 $913,408.80 without the prior authorization of the City, as appropriate, and written amendment of this Agreement. Contractor will provide notice to City if the limit is approached. In the event that the parties are not able to agree to amendment to adjusts the limit, Contractor shall be free to cease performing when the limit is reached.

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.

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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.

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 but which the Contractor has agreed to accept and is reasonably able to provide with its staffing for the City site. 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 (other than sales or use taxes, which will be invoiced as a separate item), 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. Contractor will not be responsible for any licenses or permits associated with the City’s operation of its facilities.

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 Nalco Company LLC
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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, 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, losses, costs, penalties, obligations, errors, omissions or liabilities for injury to persons or damages to tangible property (herein “claims or liabilities”), including but not limited to professional negligence, that are asserted or claimed by third party to the extent arising out of or in connection with negligence or willful misconduct in 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, 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 Nalco Company LLC
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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 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. All grants of additional insured and primary non-contributory status, and all waivers of subrogation, are subject to the contractor’s indemnification obligations included in this agreement.

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 one million dollars ($1,000,000) per occurrence and two million dollars Nalco Company LLC
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($2,000,000) 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 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 caused by negligence or willful misconduct of the Contractor under the performance of the services.

10.3 Professional Errors and Omissions Coverage in a sum of not less than one million dollars ($1,000,000), where such risk is applicable. Applicable aggregate must be identified and claims history provided to determine amounts remaining under the aggregates. Contractor shall maintain such coverage for at least one (1) year after the termination of this agreement.

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 Nalco Company LLC
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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 City.

10.8 Insurance shall be placed with insurers with an A.M. Best rating of no less than A-VIII. 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 Nalco Company LLC
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person authorized by that insurer to evidence coverage on its behalf. The certificate(s) must be in an Acord 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.

Notwithstanding anything in this Agreement to the contrary, all grants of additional insured and primary and non-contributory status are subject to Contractor’s indemnification obligations included in this Agreement, and all waivers of subrogation shall not extend to damages that are caused by negligence or willful misconduct of the City or any other Additional Insureds.

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, 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 Nalco Company LLC
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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.

11.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish Nalco Company LLC
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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 reasonable satisfaction of City and to participate in any meeting required with regard to the correction. The goods and services do not cover, and Contractor makes no warranties with respect to, water system biohazards from waterborne pathogens, including but not limited to Legionella bacteria. Contractor shall not be liable for any failure caused by City’s failure to follow Contractor’s written instructions. CONTRACTOR DISCLAIMS ALL OTHER

WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS THE IMPLIED

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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 Nalco Company LLC
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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 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 CONSEQUENTIAL DAMAGES DISCLAIMER, LIABILITY CAP.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR

OTHERWISE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT FOR DAMAGES WHICH

ARISE OR RESULT FROM FRAUD OR WILLFUL MISCONDUCT OF CONTRACTOR OR ANY OF ITS SUBCONTRACTORS, CONTRACTOR´S AGGREGATE LIABILITY SHALL NOT EXCEED 200% OF THE TOTAL PAYMENTS MADE BY CITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ALLEGED INJURY; DAMAGE OR CLAIM; EXCEPT TO THE EXTENT DAMAGES TO TANGIBLE

PROPERTY OR PERSONAL INJURY OR DEATH ARE CAUSED BY
CONTRACTOR´S FRAUD OR WILLFUL MISCONDUCT.

11.12 CONTRACTOR-OWNED EQUIPMENT TERMS. The additional
terms and conditions applicable to Contractor-owned equipment provided to City on a rental or usage basis and the additional terms applicable to Contractor’s digital programs are set forth in Exhibit E.

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11.13 INTERPRETATION.

11.13.1 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.

11.13.2 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).

11.13.3 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.

11.13.4 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.

11.13.5 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an 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.

11.13.6 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.

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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.

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

11.15 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.

11.16 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.

11.17 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
If to the Contractor:

Nalco Company LLC
Scott Isherwood, District Manager
1601 W. Diehl Rd.

Naperville, IL 60563-1198
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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.

11.18 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.

11.19 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 30 calendar days' written notice to Contractor. Contractor may terminate for convenience upon 6 months prior written notice. 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.

11.20 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 30 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 result of Force Majeure. Contractor must notify the City immediately upon knowing that nonperformance 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 30 days of the Nalco Company LLC
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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.

11.21 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) direct 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.

11.21.1 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.

11.22 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 ensure 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.

Upon request, Contractor shall promptly deliver the records to the City of Vernon.

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

11.24 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.

11.25 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.

11.26 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 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

Nalco Company LLC, a Delaware limited
liability company
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
Proposal for Water Treatment
Services and Chemicals

Executive Summary/Introduction
Nalco Water greatly appreciates the opportunity to provide a proposal for specialty chemicals and services for the City of Vernon’s Malburg Generating Station (MGS).

Nalco’s business model is based on creating and maintaining value (CMV) for our customers. By focusing on our customer’s Key Business Drivers and aligning our projects and service plans to apply to those key drivers. Every aspect of how we do business, from ensuring the product is properly made, delivered professionally, and used in the most cost-effective manner is done to provide a business partnership with our customers that will EXCEED THEIR EXPECTATIONS.

In the proposal we have summarized the treatment program based on the specifications supplied in the City of Vernon RFP.
• All pricing listed in the following proposal is valid for a minimum of 90 days. • The estimated annual cost for the specialty treatment chemicals as based upon 2023/2024 historical capacity factors, is $86,481.48. The detailed breakdown of these chemicals for the MGS facility is located within the report.
• The estimated costs for commodity chemistry is $173,468.62. See the proposal for details. • Our proposal includes the installation and lease of a NEW 3DTrasar All-In-One controller for monitoring and control of the tower chemistry. This controller has all the features of the NextGen controller currently being used with the addition of a Real Time Deposit Monitor, which will provide an additional level of protection from scale or microbiological challenges. The AIO controller provides connectivity and security, as well as the 24/7 system monitoring, automated reporting, and alarm service you have been using at a rate of $1,000 per month. • The proposal includes access to the City of Vernon’s unique Ecolab3D web site where Nalco reports, site-specific documentation (Program Administration Manual, etc.), SDS’s, and other information can be found 24/7. This includes the use of Nalco’s web-based Ecolab3D E-data management system for the recording of site water chemistry, inventory, and equipment logs.

This service is customized to meet any of your site sampling and logging needs. There is a charge of $324/month for this service.
• The estimated annual value of routine offsite analytical testing, including legionella testing is estimated at $7,858. Nalco is proposing to include these tests at no charge to the City of Vernon.

Not only have we provided a very competitive program, but Nalco is also uniquely positioned to continue supporting the City of Vernon with any subsequent design changes/alterations with our broad engineering support and plant modeling capabilities.

We look forward to presenting our capabilities and discussing this proposal with you.

Chris Buchholz Zach Kahalioumi Scott Isherwood
Area Manager Field Service Rep District Manager
(510) 207-1666 (281) 318-9863 (509) 431-5062
[email protected] [email protected] [email protected] Proposal for Water Treatment
Services and Chemicals

Support Personnel and Service
The Nalco Representative
We strive to hire and develop the best people. The Nalco Water logo represents a network of employees all focused on helping customers achieve a return on their investment with Nalco.

Following are characteristics of a Nalco representative: professional, problem-solver and problem preventer.

A network of experts in customer service, product development, environmental compliance, analytical and metallurgical testing, process simulation, automation technology, chemical handling, operator training, and more, backs up every Nalco representative.

Local Representatives for the City of Vernon
Following is a summary of team members who have direct responsibility for the successful implementation and operation of the chemical treatment programs for the Malburg Generating Station. These individuals will have support from the entire Nalco organization. Nalco is the largest manufacturer and marketer of specialty water treatment chemicals in the world, with numerous highly trained technical engineers and support personnel.

The professional support you will receive from Nalco is extensive and forms the foundation of water management programs you will receive. The following summaries present information on the primary members of the Nalco Water team.

Area Manager: Chris Buchholz
Residence: Pleasant Hill, CA
Current Assignment: Area Manager
Education: University of Washington
Degree: B.S Mechanical Engineering
Years with Nalco: 30 years
Provided oversight, service, and engineering support during the construction and startup of seven (7) different Combined Cycle plants in the Bay Area. Currently provides water treatment service to nine (9) different combined cycle plants in the Bay Area and Southern California.

Extensive experience in the Power Industry working with over 25 different combined cycle plants in California over the last 30 years.

Customer References
Jon Santibanes - O&M Manager Crockett Cogen - [email protected] Ron Pagtalonia - Assistant Plant Manager PIC Berkeley Cogen - [email protected] Jermaine Woodall - Plant Manager High Desert Power - [email protected] Josh Harris - Senior Plant Manager PG&E Colusa Gen Station- [email protected] Doug Welch - Chem Tech PG&E Gateway Gen. Station - [email protected] Al Rodriguez - Calpine Delta Plant Manager - [email protected] Proposal for Water Treatment
Services and Chemicals

Field Service Representative: Zach Kahalioumi
Residence: Cypress, CA
Current Assignment: Field Service Representative
Training: Nalco Power Group
Years with Nalco: 5 years.

Currently provides service support at eight (8) different combined cycle plants in Nevada and California.

Customer References
Robbie Suprenant - PG&E Maintenance Supervisor - [email protected] John Andrade - PG&E Mechanic / Water Contact - [email protected] Oliver Cannon - NV Energy Ops Supervisor - [email protected] Tony Green - NV Energy Ops Supervisor - [email protected] District Manager: Scott Isherwood
Residence: West Richland, WA
Current Assignment: District Manager
Education: University of Washington
Degree(s): Chemical Engineering
Years with Nalco: 18 years.

Technical Consultant: Derek Roberts
Residence: Fresno, CA
Current Assignment: District Account Manager
Education: US Naval Academy
Degree: Mechanical Engineering
Years with Nalco: 33 years.

Previous Experience: US Navy nuclear power
Rationale for Treatment Program Selection
Mechanical, Operational, and Chemical Assumptions
All treatment programs for the Malburg Generating Station were based on the information provided RFP, along with several years of experience servicing the facility.

Predictive Models Used: 3D TRASAR Optimizer
This simulation program allows using the Mechanical, Operational and Chemical (MOC) makeup properties to model the tower for acceptable scale, corrosion and microbiological control.

Proposal for Water Treatment
Services and Chemicals

In the Optimizer, operating data is entered & the model selects the optimal treatment program based on French creek and Nalco stability models integrated with Nalco’s product lines, providing scaling and corrosion potentials. This technology is balanced against the historical results that have been seen at the MGS facility.

Summary of Included Specialty Treatment Chemicals
SDS sheets for all the specified specialty chemicals are on file with the Malburg Generating Station
RO and MicroFiltration Water Treatment
PermaTreat® PC-1611T - NEW – Phosphorus Free Antiscalant RO Antiscalant
Description
PermaTreat PC-1611T is a phosphorus free antiscalant developed for reverse osmosis (RO) membrane systems. PermaTreat PC-1611T includes the patented TRASAR® Technology for accurate dosage and advanced monitoring and control.

Scaling and iron fouling of the RO membranes will reduce system performance and lead to premature membrane replacement. Scaling and iron deposits build up on the RO membrane, which leads to poor permeate quality, low permeate production, unscheduled downtime, increased water consumption and increased energy costs.

PermaTreat PC-1611T is a specially formulated product using proprietary blend of polymers to control iron, manganese, calcium carbonate, calcium phosphate, calcium sulfate deposition in (RO) membrane systems. In contrast to traditional polymeric antiscalants, PC-1611T does not contribute to membrane biofouling.

PermaTreat PC-1611T is phosphorous free, and can be used in situations where phosphorous is limited by discharge regulations or where phosphate deposition has been noted in the membranes.

Rationale for Selection
Nalco’s exclusive 3D TRASAR RO Optimizer Modeling program was used to determine the product and dosage using the supplied base case. Recent RO Membrane Autopsy analysis has shown a potential for the previous chemistry to form Polymeric Phosphate deposits.

Proposal for Water Treatment
Services and Chemicals

NALCO 7408
Chlorine Scavenger
Description
NALCO 7408 is a fast-acting dechlorination agent used to reduce the levels of residual chlorine in chlorinated water supplies without increasing objectionable chloramines.

NALCO 7408 is a bisulfite-based material that reacts instantaneously with chlorine. It does not include any catalyst and, therefore, reacts more slowly with oxygen. Its primary use is dechlorination of water, feedwater for reverse osmosis (RO), feedwater to ion exchange units, and wastewater.

NALCO 2581
Alkalinity – 25% Diaphragm Grade Sodium Hydroxide, for process optimization NALCO 2B11
Alkalinity – 50% Diaphragm Grade Sodium Hydroxide Used for off-line cleaning to remove organics
NALCO 8344
Iron Removal - 51% Citric Acid used for off-line cleaning for iron removal Proposal for Water Treatment
Services and Chemicals

Cooling Tower Circulating Water
3D TRASAR® 3DT487
Cooling Water Corrosion Inhibitor and Deposit Inhibitor (Mineral Dispersant) Description
3D TRASAR 3DT487 is a balanced blend of corrosion and scale inhibitors designed for use in open recirculating water systems. 3DT487 contains:
• Dual function phosphonate inhibitor for both cathodic corrosion and calcium carbonate scale. The active material is a patented, proprietary chemical called Phosphinosuccinic Oligomer (PSO).
• Phosphoric acid for anodic (pitting) corrosion inhibition • Organic High Stress Polymer 2 (HSP2) dispersant.

Rationale for Inclusion
Nalco’s exclusive 3D TRASAR Cooling Tower Optimizer Modeling program was used to determine the product and dosage using the supplied base case. 3D TRASAR Control System: New - Nalco All-In-One Advanced Controller with Deposit Monitor
Due to the changing demand of your system and water chemistry, Nalco is proposing an upgrade to our existing 3DTRASAR automation package to include our newest Advanced 3DTRASAR All-in-One Controller with Deposit Monitor. 3D TRASAR® control helps level the peaks and valleys associated with typical feed and bleed control strategies providing the protection needed and optimizes system performance and program economics. Varying plant loads and the resulting blowdown rates can rapidly change the demand for chemical. Nalco’s 3DTRASAR technology provides direct feedback control of the Active Polymer Dispersant level in the water to vary dosage based upon demand.

The upgraded controller will include a more robust PLC controller with both improved data security and increased reliability.

The Nalco Deposit Monitor provides real time monitoring of the fouling potential in a cooling water system and helps provide information to discern between Particulate Fouling, Microbio Fouling, Silica Deposition, or General Mineral Scale formation. This information can then be used to optimize treatment levels, blowdown limits, and pH control to minimize water and chemical costs while providing real time program validation and an early warning against efficiency losses in the Cooling Water system.

Proposal for Water Treatment
Services and Chemicals

Nalco NALSPERSE 73551 Microbial Dispersant
Cooling Tower Fill Cleaner/Biodetergent
Description
NALSPERSE 73551 is a dispersant and detergent that can be applied to a cooling water system including cooling tower fill, condenser water-side tubes and tube-side heat exchangers. It cleans and prepares cooling systems so that a registered biocide can remove microbiological-based slime and silt deposits. NALSPERSE 73551 can attach to particles in the system changing their charge profiles such that the particles repel each other, avoiding agglomeration, thus keeping them in solution. A properly maintained and cleaned system will allow for optimum performance of heat exchangers and cooling and ventilation equipment.

Nalco 90005 Non-oxidizing Biocide - Cooling Water Microbiocide Description
90005 is a broad-spectrum, nonoxidizing biocide approved for use in recirculating cooling towers and decorative fountains. 90005 is particularly effective in controlling algae.

Rationale for Inclusion
90005 has been selected based on its historical effectiveness on the cooling tower at this facility and its effectiveness on many other cooling towers throughout the power industry. It is available, if needed or desired, for treatment of the large volume of water in the recirculating cooling water system, often based upon the observation of algae in the system.

Sodium Hypochlorite/Bleach
Description
Sodium Hypochlorite/Bleach is an aqueous 12.5% solution of sodium hypochlorite. It is intended for use in cooling tower, evaporative condenser water, pulp and papermill water, and industrial water systems. Sodium Hypochlorite represents an alternative biocide to gaseous chlorine as a cost effective and safe oxidizing biocide.

Rationale for Inclusion
The sodium hypochlorite is a commodity chemistry but is an integral part of the cooling tower chemical program. By including in the program, Nalco can assist with inventory management of this critical chemistry.

Proposal for Water Treatment
Services and Chemicals

Sulfuric Acid
Description
Sulfuric Acid is 93% concentrated sulfuric acid used for both alkalinity and pH control of the cooling tower. By using acid, the cooling tower can use significantly less water without fouling the tower fill and improves the efficacy of the oxidizing biocide program.

It should be noted that sulfuric acid can be both dangerous to handle and can do significant damage to systems if not properly controlled. Nalco’s NextGen Cooling tower controller not only provides a secondary pH measurement, it also watches for signs of turbidity (due to iron dissolution) and has real time corrosion monitoring, which provides additional security to this program.

Rationale for Inclusion
The sulfuric acid is a commodity chemistry but is an integral part of the cooling tower chemical program. By including in the program, Nalco can assist with inventory management of this critical chemistry.

Proposal for Water Treatment
Services and Chemicals

Main Steam Cycle
.

NALCO® 5711 Amine (Steam & condensate pH Adjustment)
Description
Nalco 5711 is a volatile corrosion inhibitor that contains an aqueous blend of a volatile neutralizing amine and ammonia designed for use in steam and condensate systems.

Nalco 5711 is designed to adjust the pH in the boiler feedwater and to protect metal surfaces from corrosion due to dissolved acids or low pH conditions in initial and extended areas of the steam, and feedwater system.

The combination of low and high distribution ratio components in Nalco 5711 enhances protection in the early condensation zones of the turbine. The blend helps reduce the tendency for Flow Assisted Corrosion (FAC) in HRSGs by maintaining pH throughout all the pressure zones better than ammonia alone. Nalco 5711 enables maintenance of feedwater pH targets with minimal impact on steam cation conductivity measurements.

BT-4000
Internal Boiler Treatment
Description
BT-4000 is a liquid boiler feedwater treatment that provides an excellent scale and deposit control. BT-4000 is specifically designed as a phosphate-pH control program (Na:PO4 ratio of 4:1) for systems with feedwater hardness of less than 20 ppb. The product is formulated to essentially eliminate product ammonia contribution to improve condensate system corrosion control. The suggested operating pressure limit is 2,600 psig.

Power Film 10000
POWERFILM 10000 contains a volatile surface active corrosion inhibitor designed for use in steam and condensate systems that require additional corrosion protection due to cyclic operations. The product is formulated “amine free” to reduce concerns regarding breakdown and handling associated with organic neutralizing amines. POWERFILM 10000 provides a surface-active barrier which shuts down corrosion occurring in breaks, voids and cracks in the oxide layer, limiting further oxidation of the base metal (and the resulting “iron throw” during cycling operations.)
Proposal for Water Treatment
Services and Chemicals

Closed Loop
NALCO TRAC100
Closed System Corrosion Inhibitor
Description
TRASAR TRAC100 product is a liquid corrosion inhibitor for use in closed cooling and hot water heating systems. TRASAR TRAC100 product is a complete inhibitor that provides ferrous metal, copper alloy and aluminum corrosion protection. TRASAR TRAC100 product is nitrite-free, minimizing the challenge of bacterial control.

Rationale for Inclusion
Trac100 recently replaced the Nitrite based inhibitor, Nalco 8338. This change was made due to concern with oil contamination within the closed loop which could lead to bacterial growth. Nitrite can act as a food source for the bacteria, where as Molybdate does not.

NALCO 7330 Non-oxidizing Biocide – Closed Loop Microbiocide Description
NALCO 7330 is a broad-spectrum, nonoxidizing biocide approved for use in recirculating cooling towers, air washers with mist eliminators, pasteurizers, and heat transfer systems. NALCO 7330 is particularly effective in controlling fungi and slime-forming bacteria.

Rationale for Inclusion
Nalco 7330 has been selected based on its historical effectiveness at this facility and its effectiveness in similar applications throughout the power industry.

Proposal for Water Treatment
Services and Chemicals

Chemical Treatment Program Summary
Program Pricing
Nalco proposes to provide both Nalco Specialty Chemicals, along with the commodities of Sodium Hypochlorite and Sulfuric Acid for use in the water treatment systems.

The pricing for the Nalco Specialty Chemicals is set for the following 12 months. See section below on Pricing Adjustment Policy for how adjustments are made to these products.

The pricing for the commodity chemicals is set for 3 months and is evaluated every quarter based upon commodity chemistry pricing available to Nalco. Nalco does a rigorous job of selecting and negotiating for commodity chemistry but the chemical prices for these products can be much more volatile than the Specialty Chemicals produced by Nalco. Commodity pricing can go up or down on a quarterly basis depending on market trends.

It should be noted that total expenses for the MGS operation are directly tied to the run rates of the power plant operation. In this proposal, the average run rate of 2023 and 2024 were used to calculate expected total cost. If the run rate should be reduced significantly, the City of Vernon should expect the expenses to drop significantly as well.

All other services, as described in the Service Plan, are included in this offering at no additional cost to the City of Vernon.

Proposal for Water Treatment
Services and Chemicals

Total Estimated Annual Cost Subtotal = $275,538.10
Invoicing
Once per month, Nalco will calculate the total usage of chemical for the site and issue one Invoice per month.

Price Adjustment Policy
In June 2026, and each June following, the product, analytical, and service prices will be reviewed.

Any adjustments will become effective the following July 1 st
.

The following price adjustment formula will be used for specialty chemicals and services, with an allowed price adjustment range no higher than 7% and no lower than 2%. % Price Adjustment = 40% Labor + 60% Chemical, where
Labor = NAICS Employment Cost Index (CIU2010000000000I) Chemical = 55% PCU325 +
20% WPU061 +
15% WPU067905 +
10% WPU061303
Proposal for Water Treatment
Services and Chemicals

Commodity chemistry pricing is adjusted on a quarterly basis based on actual costs from the supplier.

Extraordinary Inflationary Disruption
Product Pricing Hardship – Contractor may temporarily increase the prices for the products or services if, at any time during the term of this agreement, an Extraordinary Inflationary Disruption occurs. Extraordinary Inflationary Disruption is defined as an increase in raw materials, freight, labor, or energy costs beyond the control of Contractor of (7%) percent and sustained over a three-month period. Any price change will take effect on the fourth month. If Nalco Water’s cost decrease below the (7%) threshold sustained over a three-month period, pricing will return to previously maintained pricing in the fourth month prior to the hardship price. • Contractor will provide the Owner the following hardship detail:
o Product(s)/package(s) affected
o Original Price/New Price
o %Cost Change
o Raw material or material family causing cost change
The City of Vernon will have a 30 day grace period to allow review and approval by City Council.

Service Plan Overview
MGS has unique needs for water chemistry engineering and operational support based on the complexity of the water systems, site and environmental design requirements, and the experience and size of the operating staff. Nalco Water recognizes the support needs, and developed a detailed service plan based on the goals and objectives of MGS and the City of Vernon.

Our service will include:
• An Annual Risk Management meeting to review onsite chemicals and the associated personnel and environmental exposure risks.
• Safety, Health, and Environmental communications as required including updating soft copies of SDS and Product Bulletins and the review and update of any other SH&E communications as needed. All site personnel with Ecolab3D accounts have on-line access to the Nalco SDS library.
• Documentation and training of program specifications to ensure safe application of the chemicals provided. Soft copies of product descriptions, proper product dosage, methods to calculate or monitor dosage, and environmental limits will be provided and updated at least annually.
• Emergency response during chemical transit, chemical spills, or other treatment process and uses. No less than two (2) emergency contacts and a 24-hour emergency response number will be provided.

Proposal for Water Treatment
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• A System Survey will be provided describing chemical application points, water treatment processes and uses, and water flow diagrams will be provided. This survey will also include a one-line diagram of the whole-plant water system labeling all major equipment and chemical injection points.
• A People Survey will be provided describing plant contacts, responsible reporting parties, and vendor contacts. This list will be updated annually. • A Program Administration Manual (PAM) will be provided that includes an overview for each treatment system, chemical program and product descriptions, feed points, target concentrations, control and troubleshooting guidelines. Both hard and soft copies of the PAM will be provided and updated at least annually. Nalco has worked with site personnel to keep your detailed commissioning program description up to date as we have completed operator training and made program adjustments. • Written personal service reports (PSR) for each site visit will be provided describing services performed, problems found, actions taken, recommendation for the plant, and planned follow-up. For more information see Nalco’s Six Service Standards section below.
• A Service Plan will be provided describing the frequency of site visits, specific services to be performed during each visit, and the frequency of recurring service items.

Proposal for Water Treatment
Services and Chemicals

NALCO SERVICE PLAN
Service Component Weekly
Daily
Twice a
Month Quarterly Yearly As Required Ongoing
Annual Business Review Nalco
Update of People Survey Nalco
Personal Service Reports & Updates Nalco
Automated 3DTrasar and EData Report Nalco
Update-Plant Survey & Operations Nalco MGS
Nalco
Program Administration Manual Nalco
Update of Annual Service Plan
MGS
Nalco
Routine Service Calls
Nalco
Boiler Water System Testing MGS Nalco
Cooling Water System Testing MGS Nalco
Legionella Testing Nalco
Deposit Analysis Nalco
Corrosion Coupon Analysis Nalco
Equipment Inspections with
Photographs Nalco
Inspection & Calibration of Feed
Systems Nalco MGS
Inventory of Test Reagents and Test
Kits MGS
Metallographic Analysis Nalco
Operator Training (Chemical Safety) Nalco
Operator Training (System Operation) Nalco
Recommendations for System Control Nalco Nalco
Review of Treatment Logs MGS Nalco MGS
Treatment Chemical Inventory MGS Nalco
Microbial Testing Nalco Nalco
Proposal for Water Treatment
Services and Chemicals

• An annual business review will be conducted documenting the total value of all goods and services consumed, the estimated expenditures for the coming year, a summary of projects completed and supporting data for any cost savings achieved, and technical and financial goals for the coming year. Soft copies of this review will be provided. • Inspection of water and steam system during operation and outages will be provided. A written report detailing equipment status and recommendations will be supplied within 4 weeks of any inspection, but is usually provide the same day as the inspection with pictures and text. Nalco will meet with plant personnel at least monthly to determine the need for inspections in the following month.
• Water and deposit analysis will be performed at Nalco’s analytical laboratory and specified in the RFP and as needed to verify the proper operation of our chemicals and services. Sample containers will be provided, and a written analysis and sample results will be provided within four weeks of the sample date.
• Metallographic analysis can be performed at the Nalco Water Analytical Laboratory to ensure proper operation of the Nalco provided chemistry and services. Written analysis and sample results will be provided within 4 weeks of the sample date. • Laboratory procedure and training will be provided to ensure proper performance of chemical tests required to ensure proper application of Nalco chemicals and services.

Training can be provided annually and will consist of a single pre-scheduled laboratory procedures demonstration where a Nalco representative will meet with available plant operators to perform wet chemistry and demonstrate the proper wet test procedures.

Documentation will be provided showing the persons trained, date, and time. A soft copy of training materials will be provided.
• Visual inspection for each chemical feed, control, and storage system will be provided at least annually. This inspection will identify any necessary repairs or safety issues and that SDS are properly updated for each storage tank. Recommendations will be provided concerning feed and control system improvements. A soft copy of this report will be provided.
• Nalco will provide monitoring, control, and corrective actions for plant water systems.

This service will include a review of log sheets and trends for plant water streams or systems for data provided. Recommendations for improvement will be provided for any parameter with less than 80% of readings within the target range. A soft copy will be provided.
• Nalco will provide detailed chemistry evaluations and recommendations for each system’s chemical treatment program. Nalco will review the treatment program design, purpose, and efficacy; compare chemical treatment program goals to results; and A soft copy copies will be provided.

Proposal for Water Treatment
Services and Chemicals

• Provide corrosion rate monitoring of recirculating, and closed loop cooling systems.

Corrosion coupon results will be maintained in a Nalco supplied database and made available to the plant at least quarterly. Reports shall include both general and pitting corrosion rates. Coupon exposure time shall be approximately 90 days. A soft copy of all reports will be provided.
• In-service inspections of the MGS evaporative cooling tower will be performed at least twice per year. The MGS cooling tower is routinely given a visual inspection during each service visit. Any anomalies will be noted in the service report as a soft copy email to site personnel. As noted, a soft copy of this report will be provided. • Annual training will be provided for operators, supervisors, and managers as requested by MGS management. It will be provided on basic water chemistry, cooling systems, HRSG systems, and pre-treatment systems. Other topics as determined by site management are also appropriate, including the Nalco on-line E-data system and the on-line eCommerce system. Training will include at least two different training sessions covering the same material to accommodate shift schedules, however we have been most successful when conducting the same training over four (4) successive weeks to reach all four shifts when on their day rotation. Training material and records will be provided in an electronic formats. Hard copy documents appropriate to the training topic may be provided as a appropriate for each training topic, • Onsite emergency response during normal working hours: Nalco will provide no less than less than two (2) emergency contacts and a 24-hour emergency response phone number.
• Provide chemistry data trending software capable of importing existing plant data to ensure previous historical data is retained: Nalco’s E-data system has been in service for close to (5) years for some systems. The E-data logs can be exported to Excel and off-line Excl log sheets generated by E-data can be used to upload off-line data back to E-data.
• Provide recirculating, and closed loop cooling system biological control monitoring including sessile bacteria counts, bacteria metabolic residuals and bacteria speciation analysis at least quarterly. Reports shall include recommendations for improvements, cost analysis of biological treatment programs, and evaluation of current program efficacy. Electronic reports including speciation analysis shall be provided to the plant quarterly.
• Quarterly reporting of all corrosion data will be included in the corresponding monthly report.
• Annual reports will include Business Reviews, chemistry evaluations, and chemical safety audits in the corresponding monthly report.
• Special reports will include outage inspection of water and steam systems, deposit samples, specially requested water samples, metallographic analysis, and training presentations.

Proposal for Water Treatment
Services and Chemicals

Action Link Emergency Response Team
1 – 800 – 424 – 9300

EMERGENCY NUMBER
24 HOURS/DAY
The Nalco Water ALERT Emergency Response System was created to minimize the human and environmental impact of all incidents involving Nalco Water products, and to work to prevent future incidents. The Distribution Safety Department is responsible for the management of the Nalco Water ALERT System. Distribution Safety is also responsible for responding to all distribution and transportation emergency incidents. * Nalco Environmental Health & Safety Toxicologists respond to all medical exposures involving our products.
*A transportation emergency is any occurrence, which results, or is likely to result, in an uncontrolled release of product while a shipment is loading, in transit, or unloading.

In case of an emergency, a special number is printed on shipping papers, product labels, and Material Safety Data Sheets: 1-800-424-9300. A call to that number activates the ALERT Emergency Response System.

Nalco Customer Delivery Specialists, common carriers and all other parties involved in the management of the distribution channel are instructed to call the emergency number in the event of a leaking container or spill. Notification of an incident to the ALERT System is mandatory regardless of the quantity involved or if the product is hazardous or non-hazardous. (Delivery Specialists are not trained to aggressively stop or clean up major spills; however, if it is safe to do so, they will secure the scene and take limited containment action.)
When a call comes in, the Control Center obtains preliminary information, instructs the caller to stand by, and notifies the Emergency Response Coordinators (ERCs) in Distribution Safety.

ERCs are divided into three groups and are on-call 24 hours a day, seven days a week. In an emergency, the Control Center first pages ERC Group A. If Group A does not respond within five minutes, the Control Center will contact Group B. If the Proposal for Water Treatment
Services and Chemicals

Control Center is unable to reach Group B within five minutes, they will proceed to Group C, again by telephone contact. Since 1995, ERC Group A has responded to over 2,900 incidents. During that same time period, only two incidents have gone on to be responded to by ERC Group B.

ERCs are the primary decision-makers in an emergency. The methodology used by the ERC is a disciplined approach to minimize the human and environmental impact of the incident. Once the Control Center contacts an ERC, he or she is provided with preliminary information. The ERC then contacts the caller to obtain more details and proceeds to develop an action strategy. When necessary, the ERC coordinates Nalco Water or carrier emergency response teams, contractors, and civil authorities to begin recovery operations. The ERC has cradle-to-grave responsibility for the incident and ensures that all parties involved handle the incident appropriately.

The ERC may also arrange an on-site remediation response if the incident involves the company fleet, if civil authorities request Nalco Water to respond on-site, or if a common carrier is unable to arrange remediation. These efforts may or may not include a Nalco Emergency Response Team (ERT).

Nalco Emergency Response Teams conduct on-site cleanup, remediation and recovery. They are available only at Nalco Water plant locations. The facility manager is responsible for making the final decision on mobilizing an ERT.

If a company ERT is not able to respond to an emergency, the ERC will hire an emergency response contractor. Distribution Safety maintains a special list of contractors for this purpose. The ERC may also contact CHEMTREC (Chemical Transportation Emergency Center), for a referral. CHEMTREC is a service established by the American Chemistry Council (ACC).

Because Nalco Water is also a subscriber to CHEMNET, a CMA mutual aid network, Nalco Water can request assistance from a chemical company that is near the scene.

The ALERT System also processes calls on medical emergencies and customer incidents that involve Nalco Water products.

Nalco Company LLC
Services Agreement

______________________

EXHIBIT B

SCHEDULE
Proposal for Water Treatment
Services and Chemicals

Chemical Treatment Program Summary
Program Pricing
Nalco proposes to provide both Nalco Specialty Chemicals, along with the commodities of Sodium Hypochlorite and Sulfuric Acid for use in the water treatment systems.

The pricing for the Nalco Specialty Chemicals is set for the following 12 months. See section below on Pricing Adjustment Policy for how adjustments are made to these products.

The pricing for the commodity chemicals is set for 3 months and is evaluated every quarter based upon commodity chemistry pricing available to Nalco. Nalco does a rigorous job of selecting and negotiating for commodity chemistry but the chemical prices for these products can be much more volatile than the Specialty Chemicals produced by Nalco. Commodity pricing can go up or down on a quarterly basis depending on market trends.

It should be noted that total expenses for the MGS operation are directly tied to the run rates of the power plant operation. In this proposal, the average run rate of 2023 and 2024 were used to calculate expected total cost. If the run rate should be reduced significantly, the City of Vernon should expect the expenses to drop significantly as well.

All other services, as described in the Service Plan, are included in this offering at no additional cost to the City of Vernon.

Proposal for Water Treatment
Services and Chemicals

Total Estimated Annual Cost Subtotal = $275,538.10
Invoicing
Once per month, Nalco will calculate the total usage of chemical for the site and issue one Invoice per month.

Price Adjustment Policy
In June 2026, and each June following, the product, analytical, and service prices will be reviewed.

Any adjustments will become effective the following July 1 st
.

The following price adjustment formula will be used for specialty chemicals and services, with an allowed price adjustment range no higher than 7% and no lower than 2%. % Price Adjustment = 40% Labor + 60% Chemical, where
Labor = NAICS Employment Cost Index (CIU2010000000000I) Chemical = 55% PCU325 +
20% WPU061 +
15% WPU067905 +
10% WPU061303
Proposal for Water Treatment
Services and Chemicals

Commodity chemistry pricing is adjusted on a quarterly basis based on actual costs from the supplier.

Extraordinary Inflationary Disruption
Product Pricing Hardship – Contractor may temporarily increase the prices for the products or services if, at any time during the term of this agreement, an Extraordinary Inflationary Disruption occurs. Extraordinary Inflationary Disruption is defined as an increase in raw materials, freight, labor, or energy costs beyond the control of Contractor of (7%) percent and sustained over a three-month period. Any price change will take effect on the fourth month. If Nalco Water’s cost decrease below the (7%) threshold sustained over a three-month period, pricing will return to previously maintained pricing in the fourth month prior to the hardship price. • Contractor will provide the Owner the following hardship detail:
o Product(s)/package(s) affected
o Original Price/New Price
o %Cost Change
o Raw material or material family causing cost change
The City of Vernon will have a 30 day grace period to allow review and approval by City Council.

Nalco Company LLC
Services Agreement

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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.

Nalco Company LLC
Services Agreement

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EXHIBIT D

LEGIONELLA ANALYTICAL/TESTING SERVICES

1. Analytical
a) Culturing and testing procedures require up to 14 days for confirmation and reporting of test results.
b) All test samples will be submitted to the Contractor Lab which holds the appropriate certifications for performing analytical services and Legionella culture testing (CDCELITE, ISO 9001:2008, QWAS-LGC, UKAS-PHE). c) Legionella testing will be performed per the International Organization of Standardization ISO method 11731 or an equivalent method.
d) The Lab can detect Legionella at a limit of 0.1 Colony Forming Units per Milliliter (CFU/mL).
e) The Lab reserves the right to process a water sample at a different detection limit due to limitations caused by water sample quality such as turbidity or other contaminants that would prevent a sample from being processed at the detection limit requested. f) Analytical results are reported as follows: Total Legionella (all species), Legionella pneumophila Serogroup 1, Legionella pneumophila Serogroups 2-14 (combined), Other Legionella species (all non-pneumophila species), Fluorescent Legionella (reported if detected).

2. Sample Submittal
Test samples will be shipped by overnight courier using the Lab provided test kits. The Lab is closed on Saturdays, Sundays, and Holidays. Therefore, test samples cannot be collected/shipped on Fridays or the day before a holiday.

3. Test Reports
Analytical results will only be reported electronically via email to designated City contacts.

4. Terms of Service
a) Contractor recommends that Legionella analytical testing be performed and interpreted within the context of a properly designed Legionella or Waterborne Pathogen Water Safety Plan or equivalent.
b) The City understands and acknowledges they have sole responsibility for interpretation of test results and for responding and taking corrective action for any detectable species of Legionella.
c) Unless mutually agreed in a separate written service contract signed by authorized Contractor and the City representatives, Contractor is not responsible for any corrective action to remediate or respond to any detectable species of Legionella.

Nalco Company LLC
Services Agreement

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EXHIBIT E

CONTRACTOR-OWNED EQUIPMENT TERMS AND DIGITAL PROGRAM TERMS Contractor-Owned Equipment Terms
For equipment (including Porta-Feed units, 3D TRASAR, OMNI, Purate, and Pareto equipment and other proprietary equipment of Contractor and any associated computer hardware or software) furnished to City on a rental or use basis (the “Equipment”), the following terms and conditions shall also apply.

1. Equipment shall remain the sole personal property of Contractor even though City may attach Equipment to realty. Contractor may cause such Equipment to be marked to indicate its ownership. City shall take no action which is inconsistent with Contractor’s title to the Equipment, and shall not move, encumber or alter the Equipment without Contractor’s written authorization. City shall be responsible for any personal property or use taxes associated with the Equipment.

2. City shall not use the Equipment with any materials or products other than those recommended or approved by Contractor. The proper functioning of the Equipment is conditioned upon City operating it in accordance with Contractor’s recommendations.

3. City shall install and provide the utilities necessary for the Equipment, and will provide a suitable location for the Equipment, including but not limited to shelter, tank pads, spill protection, foundations, etc., as appropriate. City shall receive, unload, place and remove Equipment at no cost to Contractor and should be responsible for procuring any necessary permits or licenses for such actions. With respect to Porta-Feed units, City agrees to provide access for a standard truck (min. 40 feet end-to-end, 14 feet high) to be driven safely to an area (e.g. loading dock) in the vicinity of the base tank to offload refill units.

4. City shall not alter the Equipment without Contractor’s written authorization. City assumes all risk of loss or liability arising from or pertaining to its possession, operation or use of the Equipment, and shall indemnify, defend and hold Contractor harmless from all losses, claims, damages and expenses arising from City’s possession and use of the Equipment except to the extent damage to the Equipment is caused by Contractor’s negligence or willful misconduct. City shall obtain and maintain for the term of this Contract all risks property insurance against loss or damage to the Equipment.

5. Upon City’s written authorization, which shall not unreasonably be withheld, City mayl allow Contractor to subcontract portions of work to be performed under this Nalco Company LLC
Services Agreement

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Contract with respect to Equipment including but not limited to data-hosting, transmission of data through internet service providers and use other service providers. Contractor shall have the right to inspect and service Equipment during normal City business hours.

6. Upon termination of this Contract by either Contractor or City, City shall return Equipment to Contractor at City’s sole expense in the same condition as received, ordinary wear and tear excepted. In the event Equipment is lost, damaged or destroyed, City shall pay to Contractor the cost of replacement, or of repair at Contractor’s standard charges then in effect, unless such loss or damage is attributable to the negligence or willful misconduct of Contractor. During the term of this Contract, the Equipment will remain the exclusive property of Contractor.

7. City shall promptly notify Contractor of any material change in City’s status, including, but not limited to, change of address, desired Equipment location, close of business.

8. Contractor reserves the right to use non-union labor for supervised, installation, testing and service of Equipment.

9. City agrees to inform Contractor of any special or unusual safety precautions that should be taken because of conditions in City’s plant or process.

Digital Program Terms
Ecolab Digital Program(s) and the software, websites, mobile applications, or other interactive properties through which the Ecolab Digital Program is delivered (collectively, the “Program”) are subject to the Digital Program General Terms and Conditions, including Ecolab’s Data Processing Agreement incorporated herein by reference and available at https://www.ecolab.com/ecolab3dtandc (the “Digital Terms”). To the extent of any conflict between the Digital Terms and this Agreement, the Digital Terms will govern regarding any technical and legal aspects of the platform usage, but the commercial terms (term/subscription fee) of this Agreement will govern regarding all other aspects including usage of the Program.