Resolution No. 91171
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RESOLUTION NO. 9117
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AMENDMENT NO. ONE TO THE AMMONIA DELIVERY
PURCHASE CONTRACT BY AND BETWEEN THE CITY OF VERNON
AND HILL BROTHERS CHEMICAL COMPANY FOR THE MALBURG
GENERATING STATION
WHEREAS, on November 3, 2004, the City Council of the City
of Vernon adopted Resolution No. 8589 approving and authorizing the
execution of an Ammonia Delivery Purchase Contract (the "Agreement")
with Hill Brothers Chemical Company ("Hill Brothers") for Aqua Ammonia
delivery services for the Malburg Generating Station for the period
December 3, 2004 through June 30, 2005; and
WHEREAS, the Finance Committee Section of the City Council
approved Change Order No. 1 to the Agreement on August 9, 2005,
extending the term of the Agreement from July 1, 2005 to June 30,
2006; and
WHEREAS, the City of Vernon and Hill Brothers desire to amend
the Agreement (a) to extend the term of the Agreement to June 30, 2007,
with an option to extend the Agreement through June 30, 2008; (b) to
adjust the compensation to an amount not to exceed $100,000.00; and (c)j
to modify certain provisions under Sections 1, 2, 3, 5 and 11; and
WHEREAS, City staff have recommended that an amendment to
the Agreement with Hill Brothers be approved and executed.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE:
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
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and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves Amendment No. One to the Ammonia Delivery Purchase Contract
with Hill Brothers, in substantially the same form as the copy which
is attached hereto as Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor to execute said Amendment for, and on behalf of,
the City of Vernon and the Acting City Clerk is hereby authorized to
attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the Acting City Clerk, or his designee, to make whatever
nonsubstantive, administrative and/or text changes, upon advice of
counsel, to the Amendment.
SECTION 5: The City Council of the City of Vernon hereby
directs the Acting City Clerk, or his designee, to send one fully
executed Amendment to:
Hill Brothers Chemical Company
Attn. Chief Executive Officer
1675 N. Main Street
Orange, CA 92867
SECTION 6: The Acting City Clerk of the City of Vernon
shall certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 5th day of September, 2006.
ILEONIS C. MAL`BURG, Mayor
ATTEST: `-
BRUCE V. MALKENHORST, JR.
Acting City Clerk
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 9117, was duly adopted by the City Council of the City
of Vernon at an adjourned regular meeting of the City Council duly held
on Tuesday, September 5, 2006, and thereafter was duly signed by the
Mayor of the City of Vernon.
BRUCE V. MALKENHORST, JR.
Acting City Clerk
(S EAL )
- 3 -
11: 08 FAX 323 826 1438 CITY CLERK'S OFFICE fa 002
Awal I I :l
A 1�1VIQ1NU PAIM ��,2,�t FURC—HASE CONTRACT
THIS AMENDMENT TO THE AMMONIA DELIVERY PURCHASE
CONTRACT (this "ContracC) is made, entered into, and executed in duplicate originals,
either copy of which may be considered and used as the original hereof for all
purposes, as of this day of August 2006, in the City of Vernon, County of Los
Angeles, State of California
BY AND BETWEEN THE CITY OF VERNON
(hereinafter referred to as "City")
4305 Santa Fe Avenue
Vernon, CA 90058
.AND HILL BROTHERS CHEMICAL COMPANY
(hereinafter referred to as "Hill Brothers")
1675 N. Main St.
Orange, CA 92867
RECITALS
WHEREAS, City has constructed and is operating the Malburg
Generating Station Combined Cycle Power Plant at 2715 E. 50#' Street in the City of
Vernon (the "Malburg Project"), and
WHEREAS, it is essential to have a firm to deliver Aqua Ammonia for the
emissions control system at the Malburg Project site (hereinafter referred to as the
"Ammonia Delivery") for the Malburg Project; and
WHEREAS, the city has retained Hill Brothers for said delivery services
since December 2004; and
WHEREAS, Hill Brothers has performed its services in an expedient and
satisfactory manner during the initial term of the agreement; and
WHEREAS, the City desires to continue to utilize the services of Hill
Brothers to provide labor and materials necessary for the Ammonia Delivery for the
Page I of 6
08/15/2006 11:08 FAX 323 826 1438 CITY CLERK'S OFFICE
period commencing August 1, 2006 through June 30, 2007
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS, the original
contract dated December 3, 2004, shall remain in full force without change, with
exception of the following:
Purchase and Sale of the Aqua Ammonia.
1.1 Aqua Ammonia, Hill Brothers shall sell and deliver, and the City shall
purchase the Ammonia described in the Proposal dated June 5, 2006, attached hereto
as Exhibit A and incorporated herewith by reference. in the event of a conflict between
the terms of this Contract and the Proposal, the terms of this Contract shall control.
1.2 Delivery Requirement. Hill Brothers shall use only the following
"preferred" truck travel routes for deliveries of the Ammonia to the Malburg Project site.
If Hill Brothers notifies the Operations Manager and/or Plant Manager that conditions
are such that the preferred route is not the safest route, then the "alternate" route shall
be used upon approval by the Operations Manager and/or Plant Manager:
Preferred --From Interstate 710, exiting at Bandini Boulevard,
Trucks will then travel west along Bandini Boulevard, south on Soto Avenue, and finally
west on S& Street to the Malburg Project site.
Alternate —Delivery trucks traveling northbound on Interstate 5 shalt
exit 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
5e Street to the Malburg Project site.
The City {nay re-route deliveries from the alternate route to another
alternate route only after obtaining the necessary compliance approval and written
notification to Hill Brothers of new alternate route.
2. Time of Performance. Hill Brothers shall commence and complete the
Ammonia Delivery as follows:
2.1 Time Schedule. The tern of this Amendment No. One shall commence
no later than five (5) days after the City's issuance of a Purchase Order (the
Page 2 of 6
utsil5�zUU6 11:08 FAX 323 826 1438 CITY CLERK'S OFFICE I7j004
-Commencement Dater) to begin performance under this Amendment and shall
continue through June 30, 2007, with an option for City to continue said Amendment
from July 1, 2007 through June 30, 2008, on the same terms and conditions as
prescribed in this Agreement, subject to any agreed upon change in the rate of
compensation by both parties.
(a) If City desires, at its sole discretion, to exercise its renewal option,
City shall advise Hill Brothers in writing of its intent to extend the Agreement by not
later than 30 days prior to the term expiring_ The Acting City Clerk is authorized to
exercise said option on behalf of City. If Hill Brothers desires to adjust the rates as set
forth herein, Hill Brothers shall give City written notice of such adjustment 60 days
prior to the term expiring.
(b) If City gives notice of its intention to extend the Agreement from July
1, 2007 through June 30, 2008, as provided for above, Hill Brothers guarantees a
maximum increase of $25.00 per ton cap.
3. Contract Sum. The Contract amount shall include the purchase price for
the Ammonia in the sum of Six Hundred Seventy Five Dollars and No Cents ($675.00)
per ton plus Two Hundred Dollars and No Cents ($200.00) for freight per delivery, plus
a $15.00 fuel surcharge, for a not to exceed cost of One Hundred Thousand Dollars
and No cents ($100,000.00) for the term of this Amendment No. One. Such rates shall
be guaranteed through June 30, 2007. If City exercises its option to continue the
Agreement from July 1, 2007 through June 30, 20081 the purchase price for the
Ammonia Delivery shall not exceed the sum of Seven Hundred Dollars and No Cents
($700.00) per ton plus Two Hundred Dollars and No Cents ($200.00) for freight per
delivery.
3.1 Compliance with Law- Hill Brothers shall strictly observe and comply
with all applicable federal, state, and local laws, ordinances, and regulations governing
the sale and delivery of the Ammonia Delivery, including, but not limited to any permit
Page 3 of 6
U5i15/ZU08 11:08 FAX 323 826 1438 CITY CLERK'S OFFICE
'
fa)005
or license requirements of the United States Department of Commerce and the U.S.
Department of Transportation.
4. Cenral Provisions_
4.1 Notices. All invoices shall mailed via U.S. Postal Service to the
following address:
Vernon City Hall
Att: Treasurer's Dept(Light & Power
4305 Santa Fe Avenue
Vernon, CA 90058
All notices from Hill Brothers with regard to ammonia deliveries in conjunction with the
daily operations of the Walburg Project" shall be addressed to:
Vernon Power Plant
Mr. Ervin Patterson, Plant Manager
2715 E. 5& Street
Vernon, CA 90058
All other notices pertaining to this Amendment No. One and/or the Original Contract
must be submitted to the following persons at the addresses so indicated:
CITY: VERNON CITY HALL
Attn: Bruce V. Malkenhorst, Jr., Acting City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058-0805
and
VERNON CITY HALL
Aft: Mr. Donal O'Callaghan, Director of Light & Power
4305 Santa Fe Avenue
Vernon, CA 90058
HILL BROTHERS: HILL BROTHERS CHEMICAL COMPANY
1675 N. Main Street
Orange, CA 92867
Attn: Chief Executive Officer
Page 4 of 6
jailaiLUUCS 11:U8 PAX 323 826 1438 CITY CLERK'S OFFICE [a 006
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by and through their authorized officers on the date, month, and year first
written above.
ATTEST:
Bruce V. Malkenhorst, Acting City Clerk
APPROVED AS TO FORM
Eric T_ Fresch, City Attorney
CITY OF VERNON
By:
LEONIS C. MALBURG, Mayor
HILL BROTHERS CHEMICAL COMPANY
By:
Typed Name:
Title:
Page 5 of 6
By:
Typed Name:
Title:
uoilai�uua 11:its r'AA 323 816 1438 CITY CLERK'S OFFICE Q 007
INSURANCE SCREDVLE
(CONTRACTOR)
Hills Brothers shall provide proof of insurance, including but not limited to, a standard original
certificate of insurance, in at least the following amounts and coverage (combined single limit
pied):
I. Coverage and Limits
Bodily Wn Property Da Age -
Ham& Each Person E-Wh Agddent Each Accident
Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
I-hred Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Workers' Coninensation $ StatntorX
Emplovers' Liability $1 000 000 per employer
II. Li,�ty
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,000,000
Elevators (If Applicable)
$1,000,000
$2,000,000
$1,000,000
Independent Contractors
$1,000,000
$2,000,000
$1,000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
-Contractual Liability
$1 000,000
$2.000,000
$1,000,000
Umbrella Liability
$2 000 000
$2,000 000
$2,000,000
a. The general liability policy shall contain the following special endorsements which shall be
noted on or attached to the standard certificate of insurance:
l . An original endorsement naming the City of Vernon, its officers, and employees as
additional insureds under the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation
or material reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement and
specifying the activities covered.
4. Such other endorsement as may be required by City.
5. A copy of your general and umbrella insurance policy declarations page,
6. A copy of schedule of forms of endorsement.
b. In addition to the above, the Contractor shall provide such further proof of insurance
documentation as the City deems necessary.
Pie 6 of 6
VO/1J/4UVU 11: UU rAA 3L:3 8L6 1438
CITY CLERK'S OFFICE
1@008
rFiyj�!
e
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nee
fj
0 P�
June 5, 2006
Mr. Anthony J. Baldere
City of Vernon
4305 Santa. Fe Avenue
Vemon, CA 90058
FAX (323) 826-1425
Dear Mr. EWdere:
HILL BROTHERr/.
SOUTHERN CALIFORNIA REGIONAL SALES OFFICE
3000 EAST BIRCH STREET • SUITE 108 • BREA, CAUFORNIA 92821-6261
(714) 579,3333 ! FAX (714) 578-3399 • ORDER DESK (800) W-4119
http:Hhillbrothers.com
'-CEV�
JUN 0 7 2006
Thank you for the opportunity to continue supplying the City of Vernon with your aqua ammonia
requirements. Please accept the following quote fixed for the time period July 1, 2006 through June 30,
2007:
• 200 -1,000 gallons = $.30 per pound delivered (19% aqua ammonia weighs 7.741b/gal), plus
$15.00 Fuel Surcharge
-. +1,001 gallons = $675.00 per NM ton, plus $200.00 freight charge, plus $15.00 Fuel Surcharge
On a per pound basis for the product it is much cheaper to order bulk loads exceeding 1,001 gallons
($675.00 per M-13 ton = $_064 per wet pound). Typical delivery sues are 5,000 - 6,000 gallons.
We currently slip you 5,000 gallons per load, and approximately 2loads per month.
All artier contact information on our owent cmtraet remains the same. If you need any other
information, please feel free to give either myself or Luis a call.
Very truly you
J4
John Padilla, Jr.
Regional Sales Manager
cc: Luis Cervantes LQ — k1BCC, Brea, CA
CITY OF INDUSTRY 0 LOS ANGELES 9 SAN DIEGO • PHOENIX * TUCSON 0 SAN JOSE 0 NORTH SALT LAKE
Transmittal Number: L&P-0063
Page 1 of 1
City of Vernon
Light and Power Department TRANSMITTAL
4305 Santa Fe Avenue, Vernon, CA 90058 LETTER
Tel.:323-583-8811 Fax:323-826-1425
Transmittal Number: L&P-0063 Project ID:
FROM: Light and Power Department Date: 9/07/06
ATTN: John Padilla
TO: Hill Brothers Chemical Company
1675 N. Main Street
Orange, CA 92867
We Transmit
For Your
The Following
® Herewith
❑ Approval
❑ Specifications
❑ Under Separate Cover
❑ Review and Comment
❑ Distribution as Indicated
❑ Submittals
❑ Drawings
Transmitted Via
❑ Fax Number:
❑ Information Only
❑ Close-out documents
® Overnight Service: 8575 7680 0310
® Use/File
❑ Computer Files
❑ US Mail
❑ Action
❑ Documents
❑ Per Your Instructions
® Contract Documents
❑ Hand Delivered:
❑ Other:
❑ Other:
Copies
Rev.
Description
1
8/28/06
Amendment No. One to the Ammonia Delivery Purchase ntract
Comments
Transmitted From: Robin Tolmasoff
4305 Santa Fe Avenue, Vernon, CA 90058
Tel.: 323-583-8811. Ext. 561 Fax: 323-826-1425
Copies to: I File: UP Chron I
Hill Brothers Chemical Company Contract
Please Sign, Date and Return.
Transmittal Number: L.&P-0063
Page 1 of 1
City of Vernon TRANSMITTAL
Light and Power Department
4305 Santa Fe Avenue, Vernon, CA 90058 LETTER
Tel.:323-583-8811 Fax:323-826-1425
Transmittal .Number: L&P-0063 Project ID:
FROM: Light and Power Department Date: 9/07/06
ATTN: John Padilla
TO: Hill Brothers Chemical Company
1675 N. Main Street
Orange, CA 92867
We Transmit
For Your
The Following
® Herewith
❑ Approval
❑ Speciticadons
❑ Under Separate Cover
❑ Review and Comment
❑ Distribution as Indicated
❑ Submittals
❑ Drawings
Transmitted Via
❑ Fax Number.
❑ Information Only
❑ Close-out documents
0 Overnight Service: 8575 7680 0310
® Use/File
❑ Computer Files
❑ US Mail
❑ Action
❑ Documents
❑ Per Your Instructions
® Contract Documents
❑ Hand Delivered:.
Other:
13 Other.
Copies
Rev.
Description
1
8/28106
Amendment No. One to the Ammonia D tivery Purchase ntract
Comments
Transmitted From: Robin Tolmasoff
4305 Santa Fe Avenue, Vernon, CA 90058
Tel.: 323-583-8811. Ext. 561 Fax: 323-826-1425
Copies to., File: UP Chron
Hill Brothers Chemical Company Contract
Please Sign, Date and Return.
AMENDMENT NO. ONE TO THE
AMMONIA DELIVERY PURCHASE CONTRACT
THIS AMENDMENT TO THE AMMONIA DELIVERY PURCHASE
CONTRACT (this "Contract") is made, entered into, and executed in duplicate originals,
either copy of which may be considered and used as the original hereof for all
purposes, as of this Q f ! aay of August 2006, in the City of Vernon, County of Los
Angeles, State of California
BY AND BETWEEN THE CITY OF VERNON
(hereinafter referred to as "City")
4305 Santa Fe Avenue
Vernon, CA 90058
AND HILL BROTHERS CHEMICAL COMPANY
(hereinafter referred to as "Hill Brothers")
1675 N. Main St.
Orange, CA 92867
RECITALS
WHEREAS, City has constructed and is operating the Malburg
GeneratingStation Combined Cycle Power Plant at 2715 E. 50M Street in the City of
Vernon (the "Malburg Project"), and
WHEREAS, it is essential to have a firm to deliver Aqua Ammonia for the
emissions control system at the Malburg Project site (hereinafter referred to as the
"Ammonia Delivery") for the Malburg Project; and
WHEREAS, the city has retained Hill Brothers for said delivery services
since December 2004; and
WHEREAS, Hill Brothers has performed its services in an expedient and
satisfactory manner during the initial term of the agreement; and
WHEREAS, the City desires to continue to utilize the services of Hill
Brothers to provide labor and materials necessary for the Ammonia Delivery for the
Page I of 6
period commencing August 1, 2006 through June 30, 2007
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS, the original
contract dated December 3, 2004, shall remain in full force without change, with
exception of the following:
1. Purchase and Sale of the Aqua Ammonia.
1.1 Aaua Ammonia. Hill Brothers shall sell and deliver, and the City shall
purchase the Ammonia described in the Proposal dated June 5, 2006, attached hereto
as Exhibit A and incorporated herewith by reference. In the event of a conflict between
the terms of this Contract and the Proposal, the terms of this Contract shall control.
1.2 Delivery Requirement. Hill Brothers shall use only the following
"preferred" truck travel routes for deliveries of the Ammonia to the Malburg Project site.
If Hill Brothers notifies the Operations Manager and/or Plant Manager that conditions
are such that the preferred route is not the safest route, then the "alternate" route shall
be used upon approval by the Operations Manager and/or Plant Manager:
Preferred --From Interstate 710, exiting at Bandini Boulevard,
Trucks will then travel west along Bandini Boulevard, south on Soto Avenue, and finally
west on 5dh Street to the Malburg Project site.
Alternate --Delivery trucks traveling northbound on Interstate 5 shall
exit 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
5& Street to the Malburg Project site.
The City may re-route deliveries from the alternate route to another
alternate route only after obtaining the necessary compliance approval and written
notification to Hill Brothers of new alternate route.
2. Time of Performance. Hill Brothers shall commence and complete the
Ammonia Delivery as follows:
2.1 Time Schedule. The term of this Amendment No. One shall commence
no later than five (5) days after the City's issuance of a Purchase Order (the
Page 2 of 6
"Commencement Date") to begin performance under this Amendment and shall
continue through June 30, 2007, with an option for City to continue said Amendment
from July 1, 2007 through June 30, 2008, on the same terms and conditions as
prescribed in this Agreement, subject to any agreed upon change in the rate of
compensation by both parties.
(a) If City desires, at its sole discretion, to exercise its renewal option,
City shall advise Hill Brothers in writing of its intent to extend the Agreement by not
later than 30 days prior to the term expiring. The Acting City Clerk is authorized to
exercise said option on behalf of City. If Hill Brothers desires to adjust the rates as set
forth herein, Hill Brothers shall give City written notice of such adjustment 60 days
prior to the term expiring.
(b) If City gives notice of its intention to extend the Agreement from July
1, 2007 through June 30, 2008, as provided for above, Hill Brothers guarantees a
maximum increase of $25.00 per ton cap.
3. Contract Sum. The Contract amount shall include the purchase price for
the Ammonia in the sum of Six Hundred Seventy Five Dollars and No Cents ($675.00)
per ton plus Two Hundred Dollars and No Cents ($200.00) for freight per delivery, plus
a $15.00 fuel surcharge, for a not to exceed cost of One Hundred Thousand Dollars
and No cents ($100,000.00) for the term of this Amendment No. One. Such rates shall
be guaranteed through June 30, 2007. If City exercises its option to continue the
Agreement from July 1, 2007 through June 30, 2008, the purchase price for the
Ammonia Delivery shall not exceed the sum of Seven Hundred Dollars and No Cents
($700.00) per ton plus Two Hundred Dollars and No Cents ($200.00) for freight per
delivery.
3.1 Compliance with Law. Hill Brothers shall strictly observe and comply
with all applicable federal, state, and local laws, ordinances, and regulations governing
the sale and delivery of the Ammonia Delivery, including, but not limited to any permit
Page 3 of 6
or license requirements of the United States Department of Commerce and the U.S.
Department of Transportation.
4. General Provisions.
4.1 Notices. All invoices shall mailed via U.S. Postal Service to the
following address:
Vernon City Hall
Att: Treasurer's Dept/Light & Power
4305 Santa Fe Avenue
Vernon, CA 90058
All notices from Hill Brothers with regard to ammonia deliveries in conjunction with the
daily operations of the "Malburg Project" shall be addressed to:
Vernon Power Plant
Mr. Ervin Patterson, Plant Manager
2715 E. 5dh Street
Vernon, CA 90058
All other notices pertaining to this Amendment No. One and/or the Original Contract
must be submitted to the following persons at the addresses so indicated:
CITY: VERNON CITY HALL
Attn: Bruce V. Malkenhorst, Jr., Acting City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058-0805
and
VERNON CITY HALL
Att: Mr. Donal O'Callaghan, Director of Light & Power
4305 Santa Fe Avenue
Vernon, CA 90058
HILL BROTHERS: HILL BROTHERS CHEMICAL COMPANY
1675 N. Main Street
Orange, CA 92867
Attn: Chief Executive Officer
Page 4 of 6
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by and through their authorized officers on the date, month, and year first
written above.
ATTEST:
Bruce V. Mklyknhorst, Acting City Clerk
APPROVED AS TO FORM
Eric T. Frehch, City Attorney
CITY OF VERNON
By.
LE 19 �SC. MALBU , �May r
HILL BROTH HEMICAL COMPANY
By:
Ty ame:Matt Thorne
Title: Executive Vice President
By:
Typed Na Thomas F. James
Title:Chief Financial Officer
Page 5 of 5
i
.t
INSURANCE SCHEDULE
(CONTRACTOR)
Hills Brothers shall provide proof of insurance, including but not limited to, a standard original
certificate of insurance, in at least the following amounts and coverage (combined single limit
permitted):
I. Coverage and Limits
Bodily Iniury Property Damage
Hazards Each Person Each Accident Each Accident
Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Workers' Compensation $ Statutory
Employers' Liability $1,000,000per employer
II. Liabilitv
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,000,000
Elevators (If Applicable)
$1,000,000
$2,000,000
$1,000,000
Independent Contractors
$1,000,000
$2,000,000
$1,000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contractual Liability
$1,000,000
$2,000,000
$1,000,000
Umbrella Liability
$2,000,000
$2,000,,000
$2,000,000
a. The general liability policy shall contain the following special endorsements which shall be
noted on or attached to the standard certificate of insurance:
1. An original endorsement naming the City of Vernon, its officers, and employees as
additional insureds under the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation
or material reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement and
specifying the activities covered.
4. Such other endorsement as may be required by City.
5. A copy of your general and umbrella insurance policy declarations page.
6. A copy of schedule of forms of endorsement.
b. In addition to the above, the Contractor shall provide such further proof of insurance
documentation as the City deems necessary.
04/2006
Page 6 of 6
EXHIBIT B
June 5, 2006
Mr. Anthony J. Baldere
City of Vernon
4305 Santa Fe Avenue
Vemon, CA 90058
FAX (323) 826-1425
Dear Mr. Baldere:
HILL BROTHERrI....0
SOUTHERN CALIFORNIA REGIONAL SALES OFFICE
3000 EAST BIRCH STREET • SUITE 108 • BREA, CALIFORNIA 92821-6261
(714) 579.3333 • FAX (714) 579-3399 • ORDER DESK (800) 322-4119
http://hilibrothers.com
Ez VE]
+ JUN 0
� 7 loos
Thank you for the opportunity to continue supplying the City of Vernon with your aqua ammonia
requirements. Please accept the following quote fixed for the time period July 1, 2006 through June 30,
2007:
• 200 -1,000 gallons = $.30 per pound delivered (19% aqua ammonia weighs 7.74 lb/gal), plus
$15.00 Fuel Surcharge
•, +1,001. ;gallons. _ $675.00 per NH3 ton, plus $200.00 freight charge, plus $15.00 Fuel Surcharge
On a per pound basis for the product it is much cheaper to order bulk loads exceeding 1,001 gallons
($675.00 per NH3 ton = $.064 per wet pound). Typical delivery sizes are 5,000 - 6,000 gallons.
We currently ship you 5,000 gallons per load, and approximately 2 loads per month.
All other contact information on our current contract remains the same. If you need any other
information, please feel free to give either myself or Luis a call.
Very truly yo
J4 mz
John Padilla, Jr.
Regional Sales Manager
cc: Luis Cervantes III — HBCC, Brea, CA
CITY OF INDUSTRY • LOS ANGELES • SAN DIEGO • PHOENIX • TUCSON 9 SAN JOSE • NORTH SALT LAKE
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
January 2, 2008
Hill Brothers Chemical Company
1675 N. Main Street
Orange, CA 92867
Attn: Chief Executive Officer
Re: Consent to Assignment of Ammonia Delivery Purchase Contract
Gentlemen:
The City of Vernon ("Vernon") has entered into a binding
contract to sell its interests in the Malburg Generating Station
and certain assets related thereto to Bicent (California) Power
LLC ("Purchaser"). Pursuant to Section 11.8 of that certain
Ammonia Delivery Purchase Contract, dated as of December 3,
2004, by and between Vernon and Hills Brothers Chemical Company
("Hill Brothers"), as amended by that certain Amendment No. One
to the Ammonia Delivery Purchase Contract, dated as of August
28, 2006 (together, the "Ammonia Contract"), Vernon hereby
provides Hill Brothers with formal notice of, and requests Hills
Brothers' written consent to, the assignment of the Ammonia
Contract to Purchaser.
Section 11.8 of the Ammonia Contract provides that no party may
assign or subcontract any right or obligation pursuant to the
Ammonia Contract without the express written consent of the
other party. Vernon hereby respectfully requests that within 15
business days of the date of this request, Hill Brothers consent
to the assignment of the Ammonia Contract to Purchaser by
executing the consent to assignment set forth on the second page
of this letter.
Hill Brothers Chemical Company
January 2, 2008
Page 2
Please evidence your consent to the assignment by faxing a
signed copy of the consent to Vernon in care of its outside
counsel, Christopher E.J. Yang of Latham & Watkins LLP, at (213)
891-8763. If there are any questions concerning this request,
please contact Mr. Yang at (213) 891-8965.
CITY OF VERNON
By: Eric T. resch
Title: City Administrator
ETF:j1
cc: Christopher Yang, Latham & Watkins
CONSENT TO ASSIGNMENT
Delivered by Facsimile as Requested
Pursuant to Section 11.8 of the Ammonia Contract, the Hills
Brothers hereby consents to the assignment by Vernon of the
Ammonia Contract to Purchaser, as requested and described above,
which consent shall be effective immediately upon delivery to
Vernon.
HILL BROTHERS CHEMICAL COMPANY
By.
Title
Date:
N
bcc: Nelly Giron, City Clerk (one original signed by City)
kruv---A �5) (a -7
CITY OF VERNON ou- 100
Light & Power Department hC6 . � II
Contract Change Order No. 1 to Amendment No. 1, approved August 28, 2006, of
the Ammonia Purchase Contract, as amended Page 1 of 1.
CONSULTANT: Hill Brothers Chemical Company — (PO #055.0000009)
TO: John Padilla, Jr., Regional Sales Manager
1675 N. Main Street, Orange, CA 92867
REQUESTED BY: City -of Vernon
You are hereby authorized to make the herein described changes, or do the following described work not included
in the original agreement.
ADDITIONAL SCOPE OF WORK AND/OR ADJUSTMENTS IN COMPENSATION AS IDENTIFIED BELOW FOR THE
FISCAL YEAR (2007-2008):
• Continue to provide Ammonia delivery to the Malburg Generating Station according to
the conditions below described in Amendment No. 1 to the Ammonia Delivery
Purchase Contract dated 08/28/06:
Aqua ammonia $700.00
Fuel surcharge: $ 15.00
Freight: $200.00
• Extend the term of the Contract from July 1, 2007 to June 30, 2008
Total amount of this requested Change Order not to exceed: $130,000.00
Except as specifically modified herein, all terms and conditions of the original Agreement
remain in full force and effect, and apply to the additional compensation as if said
compensation was originally included in the Agreement
Base Amount of Contract: $100,000.00
Revised contract Am t i luding thi equested Contract Change Order No.1): $230,000.00
Approv - , Date: August 7, 2007
DONAL C'> LAGHAN; Ire r, Light & Power
We, the undersigned Consultant/Vendor, have given careful consideration to the change proposed and hereby
agree. If this Change Order is approved we will continue to provide the necessary support services with
additional compensation NOT to exceed the amount written above.
Accepted: Hill Br thers Chemi al Co. Date:
B L Title: 4A�
zcy- ""/ '-� /---j /
AV.
LIGHT & POWER DEPARTMENT
Donal O'Callaghan, Director of Light & Power
August 7, 2007
Mr. John Padilla, Jr.
Regional Sales Manager
Hill Brothers Chemical Company
1675 N. Main Street
Orange, CA 92867
Subject: Hill Brothers Chemical Company — (PO #055.0000009)
Extended Term of the Services Agreement From July 1, 2007 to June 30, 2008
On August 6, 2007, the City Council of the City of Vernon approved Change Order No. 1 to the
Ammonia Purchase Contract approved August 28, 2006. Total amount of Change Order No. 1 for
fiscal year 2007-2008 in an amount not to exceed: $130,000.00.
Enclosed herewith is the original Change Order No. 1 for your execution. Please retain a copy for
your records and return the original to the attention of the undersigned below. If you have any
questions, you can reach me at (323) 583-8111, extension 834.
Sincerely,
CITY OF VERNON
Donal O'Callaghan
Director of Light and Power
DO:rmt
Enclosure
c: Project Controls
Document Control
Mark Thompson
4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Fax (323) 826-1425
EXCCusivefy Industriaf
Transmittal Number: L&P-0188
Page 1 of 1
City of Vernon TRANSMITTAL
1, �tl Light & Power Department
LETTER
p
� 4305 Santa Fe Avenue, Vernon, CA 90058
F C.tM➢�
Tel.: 323-583-8811,- Ext. 561 Fax: 323-826-1425
FROM: Light & Power Department DATE: 08/30/07
ATTN: John Padilla, Jr.
Regional Sales Manager
TO: Hill Brothers Chemical Company
1675 N. Main Street
Orange, CA 92867
cc:_
W Transmit For.Your ThQ f=AilnwI.,el
0 Herewith
Under Separate Cover
Transmitted Via
❑ Approval
❑ Specifications
❑ Review and Comment
❑ Submittals
❑ Fax Number:
❑ Distribution as Indicated
❑ Drawings
® Overnight Service: 8534 9086 8702
❑ Information only
❑ Close -Out Documents
❑ US Mail:
® Use/File
❑ Computer Files
❑ Per Your Instructions
® Action. Second Request - SignE
❑ Documents
❑ Hand Delivered
Date�an'dreturn bn inal to Ct of
9 y
® Contract Documents
Vernon
❑ Other: Minutes of Meetings
El Other:
Copies,
Date
Descri :Ition
1
8/30/07
Second Request - Hill Brothers Chemical Company'r Extended Term of Services
Agreement From July 1, 2007 to June 30,,2008, Change Order No. 1 $130,000.00
COMMENTS ,
Original Contract Change Order No. 1 sent via Fed Ex on 8/8/07. To date, have not received the executed original.
Transmitted From:
Robin M. Tolmasoff
4305 Santa Fe Avenue, Vernon, CA 90058
Tel.: 323-583-8811, Ext 561 Fax: 323-826-1425
Copies To:;
File: Mark Thompson
Chron UP
Project Controls
City Administration
Please Sign, Date and Return
Ah
C TY CLERK DISTRIBUTION
FROM: Donal O'Callaghan '�1To;1,_,F-tlG7N PLE6s1:
Director of Light & Power Sv9M1-r FVL" E-xFcv
OF-,G,t4kL c.u.
RE: Hill Brothers Chemical Company ____�
CITY OF VERNON
Light & Power Department
Contract Change Order No. 1 to Amendment No. 1, approved August 28, 2006, of
the Ammonia Purchase Contract, as amended Page 1 of 1.
CONSULTANT: Hill Brothers ,Chemical. Company— (PO #055.0000009)_ --
TO: John Padilla, Jr., Regional Sales Manager
1675 N. Main Street, Orange, CA 92867
REQUESTED BY: City of Vernon
You are hereby authorized to make the herein described changes, or do the following described work not included
in the original agreement.
ADDITIONAL SCOPE OF WORK AND/OR ADJUSTMENTS IN COMPENSATION AS IDENTIFIED BELOW FOR THE
FISCAL YEAR (2007-2008):
• Continue to provide Ammonia delivery to the Malburg Generating Station according to
the conditions below described in Amendment No. 1 to the Ammonia Delivery
Purchase Contract dated 08/28/06:
-Aqua ammonia: $700.00
- Fuel surcharge: $ 15.00
- Freight: $200.00
• Extend the term of the Contract from July 1, 2007 to June 30, 2008
.Total amount of this requested Change Order not to exceed: 13 ,000.00
Except as specifically modified herein, all terms and conditions of the original AgreerfIent
remain in full force and effect, and apply to the additional compensation as if said
compensation was originally included in the Agreement
Base Amount of Contract: $100,000.00
Revised contract Amount (including this requested Contract Change Order No. 1): $230,000.00
Approved: Date:
DONAL O'CALLAGHAN, Director of Light & Power
We, the undersigned Consultant/Vendor, have given careful consideration to the change proposed and hereby
agree. If this Change Order is approved we will continue to provide the necessary support services with
additional compensation NOT to exceed the amount written above.
Accepted: Hill Brothers Chemical Co. Date:
By: Title: