01 27 26 UT - Chemical Purchasing Agreement - Hill - End Date 06 30 27

City of Tolleson — City Council (2026-01-27)

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PURCHASE AGREEMENT
BETWEEN
THE CITY OF TOLLESON
AND
HILL BROTHERS CHEMICAL COMPANY

THIS PURCHASE AGREEMENT (this “Agreement”) is between the City of Tolleson, an
Arizona municipal corporation (the “City”) and Hill Brothers Chemical Company, a California
corporation (the “Vendor”) (collectively, the “parties”), is hereby entered into and shall be
effective on the last signature date set forth below (the “Effective Date”).
RECITALS
A.
The City desires to purchase liquid chlorine (99%) (the “Chemical”) for use in
wastewater treatment. The City has been unable to purchase the Chemical for its wastewater
treatment plant.
B.
Pursuant to Section 3-5-6 of the Tolleson City Code, the City has determined that
an agreement with Vendor is an emergency procurement for purchase of the Chemical for the
City’s Wastewater Treatment Plant, and is necessary to protect the public’s health, welfare and
safety, and procurement challenges makes compliance with established procurement processes
impracticable, unnecessary, or contrary to the public interest.
C.
The need for emergency procurement for the Chemical shall be described in
Exhibit A, which is necessary to satisfy the City’s emergency need.
D.
The City desires to enter into an Agreement with the Vendor for the Chemical.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are
incorporated herein by reference, the following mutual covenants and conditions, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the City and the Vendor hereby agree as follows:
1.
Term of Agreement. This Agreement shall be effective from last date signed below
June 30, 2027 (the “Initial Term”), unless terminated as otherwise provided herein. After the
expiration of the Initial Term, this Agreement may be renewed for up to three (3) successive
one-year terms (each a “Renewal Term”) if (A) it is deemed in the best interests of the City,
subject to availability and appropriation of funds for renewal in each subsequent year, (B) at
least 30 days prior to the end of the then-current term of the Agreement, the Vendor requests,
in writing, to extend the Agreement for an additional one-year term and (C) the City approves
the additional one-year term in writing (including any price adjustments), as evidenced by the

City Manager’s signature thereon, which approval may be withheld by the City for any reason.
The Vendor’s failure to seek a renewal of this Agreement shall cause the Agreement to
terminate at the end of the then-current term of this Agreement; provided however, that the
City may, at its discretion and with the agreement of the awarded Vendor, elect to waive this
requirement and renew this Agreement. The Initial Term and any Renewal Term(s) are
collectively referred to herein as the “Term.” Upon renewal, the terms and conditions of this
Agreement shall remain in full force and effect. By consenting to a Renewal Term in any manner,
Vendor shall be deemed to affirmatively assert that (i) the City is not currently in default, nor
has been in default at any time prior to the Renewal Term, under any of the terms or conditions
of the Agreement and (ii) any and all Vendor claims, known and unknown, relating to the
Agreement and existing on or before the commencement date of the Renewal Term are forever
waived.

2.
Purchase of Chemicals. This is an indefinite quantity and indefinite delivery
Agreement for Chemicals. The City does not guarantee any minimum or maximum number of
purchases will be made pursuant to this Agreement. Purchases will only be made when the City
identifies a need and proper authorization and documentation have been approved. For
purchase(s) determined by the City to be appropriate for this Agreement, the Vendor shall
provide the specific Chemical to the City in such quantities and configurations as may be agreed
upon between the parties, in the form of a written invoice, quote, Chemical order or other form
of written agreement describing the Chemical to be delivered (each, a “Chemical Order”). Each
Chemical Order shall (i) contain a reference to this Agreement. A Chemical Order submitted
without referencing this Agreement will be subject to rejection. Vendor acknowledges and agrees
that a Chemical Order containing unauthorized exceptions, conditions, limitations, or provisions
in conflict with the terms of this Agreement, other than City’s project-specific requirements, is
hereby expressly declared void and shall be of no force and effect.
2.1
Inspection; Acceptance. Chemicals are subject to final inspection and
acceptance by the City. Chemicals failing to conform to the requirements of this
Agreement will be held at the Vendor’s risk and may be returned to the Vendor. If so
returned, all costs are the responsibility of the Vendor. Upon discovery of non-conforming
Chemicals, the City may elect to do any or either of the following by written notice to the
Vendor: (i) waive the nonconformance or (ii) bring Chemicals into compliance and
withhold the cost of same from any payments due to the Vendor.
2.2
Packing. No extra charges shall be made for packaging or packing Chemical
unless authority is expressly incorporated into the Chemical Order. Vendor shall be
responsible for safe packing that conforms to the requirement of carrier’s tariffs. All
shipments must carry the correct quantity, including clear identification of individual

components of a multi-part shipment (i.e. 1 of 4, 2 of 4, etc.), product identification,
Chemicals Order number, receiving address and product department plainly marked on
all packages. Cars or trucks must be loaded to minimum weight requirements to ensure
lowest rate unless otherwise specified or shipper will be charged with excess freight that
the City is required to pay.
2.3
Deliveries. Time is of the essence. Chemicals and equipment are for
delivery not later than 30 days after receipt of a Chemical Order. The City reserves the
right to cancel and reject the goods upon default by Vendor in time, rate or manner of
delivery. The City also reserves the right to refuse shipments made in advance of the
receipt of the Chemical Order. Vendor shall make deliveries inside to the location
designated by the City.
2.4
Quantity. The quantity of goods ordered must not be exceeded or reduced
without the City’s permission, in writing, except in conformity with acknowledged
industry tolerances. The City reserves the right to adjust the quantities as necessary to
meet its needs.
2.5
Freight. Unless otherwise agreed to in writing, all delivery terms are FOB
Destination and are to be prepaid. All other freight charges are to be prepaid and charged
on the invoice. If a cash discount is not permitted on freight charges, then specific
notation of this must be shown on the invoice. Vendor shall retain title and control of the
goods until they are delivered and the City has accepted delivery. All risk of transportation
and all related charges shall be the responsibility of the Vendor. All claims for visible or
concealed damage shall be filed by the Vendor. The City will notify the Vendor promptly
of any damages to the goods and shall assist the Vendor in arranging for inspection.
Vendor must be notified of any damage within 30 days of delivery.
2.6
Shipment Under Reservation Prohibited. Vendor is not authorized to ship
goods under reservation, and no tender of a bill of lading will operate as a tender of the
goods. The City shall only be obligated to pay for goods actually received, unless prior
payment has been specifically approved, in writing prior to shipment, by the City
Procurement Officer or authorized designee.
2.7
Federal Tax Exemption. As a political subdivision of the State of Arizona,
the City is exempt from federal excise tax.
2.8
Waiver. Waiver by the City of a condition in any shipment shall not be
considered a waiver of: (A) any other provisions of this Agreement or (B) that condition
for subsequent shipments.

2.9
Cancellation. The City reserves the right to cancel any Chemical Order
within a reasonable period of time after issuance. Should a Chemical Order be canceled,
the City agrees to reimburse the Vendor but only for actual and documentable costs
incurred by the Vendor due to and after issuance of the Chemical Order. The City will not
reimburse the Vendor for any costs incurred after receipt of the City notice of
cancellation, or for lost profits, shipment of product prior to issuance of Chemical Order
or for anything not expressly permitted pursuant to this Agreement.
3.
Compensation. City’s payments to the Vendor, if any, shall not exceed an
aggregate amount of $250,000.00 for each fiscal year, for the Chemical at the rates that shall be
agreed upon by the parties. If an entire fiscal year does not fall within the Term of this
Agreement, the aggregate compensation limit for that partial year shall be reduced to an amount
equal to the compensation limit multiplied by a factor having as its numerator the number of
days in the partial fiscal year and as its denominator the number three hundred sixty-five (365).
4.
Payments. The City shall pay the Vendor monthly, based upon acceptance and
delivery of Chemicals, and upon submission and approval of invoices. Each invoice shall (i) contain
a reference to this Agreement and (ii) document and itemize all Chemicals delivered and
accepted to date. The invoice statement shall include a record of Chemicals delivered in sufficient
detail to justify payment. Additionally, invoices submitted without referencing this Agreement
will be subject to rejection and may be returned.
5.
Price Warranty. Vendor shall notify and give the City the benefit of any price
reductions before actual time of shipment. However, if the City authorizes shipment prior to the
specified shipment date, the City shall have the advantage of any price reduction prior to the
specified shipment date.
6.
Quality Warranty. The standard manufacturer’s warranty will apply to the goods
purchased under this Agreement. In addition, Vendor expressly warrants that all goods furnished
under this Agreement shall conform to the specifications, appropriate standards, and shall be
new and free from defects in chemical or workmanship. Vendor warrants that all such goods shall
conform to any statements made on the cylinders or labels or advertisements for such goods and
that any goods will be adequately contained, packaged, marked and labeled. Vendor warrants
that all goods furnished hereunder will be merchantable, and will be safe and appropriate for the
purpose which goods of that kind are normally used. If Vendor knows or has reason to know the
particular purpose for which City intends to use the goods, Vendor warrants that goods furnished
will conform in all respect to samples. Inspection, testing, acceptance or use of the goods
furnished hereunder shall not affect the Vendor’s obligation under this warranty, and such
warranties shall survive inspection, testing, acceptance and use. Vendor’s warranty shall run to
City, its successors, and assigns. Vendor shall comply with all industry standard quality standards.

7.
Indemnification. To the fullest extent permitted by law, Vendor further agrees to
indemnify and hold harmless the City and each council member, officer, employee or agent
thereof (the City and any such person being herein called an “Indemnified Party”), for, from and
against any and all losses, claims, damages, liabilities, costs and expenses (including, but not
limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to
which any such Indemnified Party may become subject, under any theory of liability whatsoever
(“Claims”), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are
caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or
omissions, in connection with the delivery of goods in the performance of this Agreement,
including, but not limited to claims or demands arising from (A) accidents occurring on the
premises of the City, whether or not caused by the negligence of the Vendor, its agents or
employees, or the negligence other than the sole negligence of the City, its agents or employees
or that of any other person, firm or entity, (B) claims and demands on account of infringement,
or alleged infringement, of any patent, copyright, trademark, trade name, or any other
intellectual property right in conjunction with the manufacture or use of any product purchased
under this Agreement and, upon written request, Vendor will defend at its own cost and expense
any legal action or suit against the City involving any such alleged infringement, and will pay and
satisfy any and all judgments or decrees rendered in any such legal actions or suits and (C)
damages to persons or property resulting from defects in chemical or workmanship.
8.
Termination; Cancellation.
8.1
For City’s Convenience. This Agreement is for the convenience of the City
and, as such, may be terminated without cause after receipt by Vendor of written notice
by the City. Upon termination for convenience, Vendor shall be paid for all undisputed
services performed to the termination date.
8.2
For Cause. If either party fails to perform any obligation pursuant to this
Agreement and such party fails to cure its nonperformance within 30 days after notice of
nonperformance is given by the non-defaulting party, such party will be in default. In the
event of such default, the non-defaulting party may terminate this Agreement
immediately for cause and will have all remedies that are available to it at law or in equity
including, without limitation, the remedy of specific performance. If the nature of the
defaulting party’s nonperformance is such that it cannot reasonably be cured within 30
days, then the defaulting party will have such additional periods of time as may be
reasonably necessary under the circumstances, provided the defaulting party
immediately (A) provides written notice to the non-defaulting party and (B) commences
to cure its nonperformance and thereafter diligently continues to completion the cure of
its nonperformance. In no event shall any such cure period exceed 90 days. In the event

of such termination for cause, payment shall be made by the City to the Vendor for the
undisputed portion of its fee due as of the termination date.
8.3
Conflict of Interest. This Agreement is subject to the provisions of A.R.S. §
38-511. The City may cancel this Agreement without penalty or further obligations by the
City or any of its departments or agencies if any person significantly involved in initiating,
negotiating, securing, drafting or creating this Agreement on behalf of the City or any of
its departments or agencies is, at any time while this Agreement or any extension of this
Agreement is in effect, an employee of any other party to this Agreement in any capacity
or a Vendor to any other party of this Agreement with respect to the subject matter of
this Agreement.
8.4
Gratuities. The City may, by written notice to the Vendor, cancel this
Agreement if it is found by the City that gratuities, in the form of economic opportunity,
future employment, entertainment, gifts or otherwise, were offered or given by the
Vendor or any agent or representative of the Vendor to any officer, agent or employee of
the City for the purpose of securing this Agreement. In the event this Agreement is
canceled by the City pursuant to this provision, the City shall be entitled, in addition to
any other rights and remedies, to recover and withhold from the Vendor an amount equal
to 150% of the gratuity.
8.5
Agreement Subject to Appropriation. This Agreement is subject to the
provisions of ARIZ. CONST. ART. IX, § 5 and A.R.S. § 42-17106. The provisions of this
Agreement for payment of funds by the City shall be effective when funds are
appropriated for purposes of this Agreement and are actually available for payment. The
City shall be the sole judge and authority in determining the availability of funds under
this Agreement and the City shall keep the Vendor fully informed as to the availability of
funds for this Agreement. The obligation of the City to make any payment pursuant to
this Agreement is a current expense of the City, payable exclusively from such annual
appropriations, and is not a general obligation or indebtedness of the City. If the City
Council fails to appropriate money sufficient to pay the amounts as set forth in this
Agreement during any immediately succeeding fiscal year, this Agreement shall terminate
at the end of then-current fiscal year and the City and the Vendor shall be relieved of any
subsequent obligation under this Agreement.
9.
Miscellaneous.
9.1
Applicable Law; Venue. This Agreement shall be governed by the laws of
the State of Arizona and suit pertaining to this Agreement may be brought only in courts
in Maricopa County, Arizona.

9.2
Amendments. This Agreement may be modified only by a written
amendment signed by persons duly authorized to enter into contracts on behalf of the
City and the Vendor.
9.3
Provisions Required by Law. Each and every provision of law and any
clause required by law to be in this Agreement will be read and enforced as though it
were included herein and, if through mistake or otherwise any such provision is not
inserted, or is not correctly inserted, then upon the application of either party, this
Agreement will promptly be physically amended to make such insertion or correction.
9.4
Severability. The provisions of this Agreement are severable to the extent
that any provision or application held to be invalid by a Court of competent jurisdiction
shall not affect any other provision or application of this Agreement which may remain in
effect without the invalid provision or application.
9.5
Entire Agreement; Interpretation; Parol Evidence. This Agreement
represents the entire agreement of the parties with respect to its subject matter, and all
previous agreements, whether oral or written, entered into prior to this Agreement are
hereby revoked and superseded by this Agreement. No representations, warranties,
inducements or oral agreements have been made by any of the parties except as
expressly set forth herein, or in any other contemporaneous written agreement executed
for the purposes of carrying out the provisions of this Agreement. This Agreement shall
be construed and interpreted according to its plain meaning, and no presumption shall
be deemed to apply in favor of, or against the party drafting this Agreement. The parties
acknowledge and agree that each has had the opportunity to seek and utilize legal counsel
in the drafting of, review of, and entry into this Agreement.
9.6
Rights and Remedies. No provision in this Agreement shall be construed,
expressly or by implication, as waiver by the City of any existing or future right and/or
remedy available by law in the event of any claim of default or breach of this Agreement.
The failure of the City to insist upon the strict performance of any term or condition of
this Agreement or to exercise or delay the exercise of any right or remedy provided in this
Agreement, or by law, or the City’s acceptance of and payment for services, shall not
release the Vendor from any responsibilities or obligations imposed by this Agreement or
by law, and shall not be deemed a waiver of any right of the City to insist upon the strict
performance of this Agreement.
9.7
Attorneys’ Fees. In the event either party brings any action for any relief,
declaratory or otherwise, arising out of this Agreement or on account of any breach or
default hereof, the prevailing party shall be entitled to receive from the other party

reasonable attorneys’ fees and reasonable costs and expenses, determined by the court
sitting without a jury, which shall be deemed to have accrued on the commencement of
such action and shall be enforced whether or not such action is prosecuted through
judgment.
9.8
Liens. All chemicals or services shall be free of all liens and, if the City
requests, a formal release of all liens shall be delivered to the City.
9.9
Offset.
A.
Offset for Damages. In addition to all other remedies at law or
equity, the City may offset from any money due to the Vendor any amounts Vendor owes
to the City for damages resulting from breach or deficiencies in performance or breach of
any obligation under this Agreement.
B.
Offset for Delinquent Fees or Taxes. The City may offset from any
money due to the Vendor any amounts Vendor owes to the City for delinquent fees,
transaction privilege taxes and property taxes, including any interest or penalties.
9.10
Notices and Requests. Any notice or other communication required or
permitted to be given under this Agreement shall be in writing and shall be deemed to
have been duly given if (A) delivered to the party at the address set forth below, (B)
deposited in the U.S. Mail, registered or certified, return receipt requested, to the address
set forth below or (C) given to a recognized and reputable overnight delivery service, to
the address set forth below:
If to the City:
City of Tolleson

9055 West Van Buren Street
Tolleson, Arizona 85353
Attn: Crystal Zamora, City Clerk

With copy to:
Pierce Coleman PLLC
17851 North 85th Street, Suite 175
Scottsdale, Arizona 85255
Attn: Justin S. Pierce, City Attorney

If to Vendor:
Hill Brothers Chemical Company
3000 E. Birch St. Ste. 108
Brea, California 92821
Attn:

or at such other address, and to the attention of such other person or officer, as any party
may designate in writing by notice duly given pursuant to this subsection. Notices shall

be deemed received (A) when delivered to the party, (B) three business days after being
placed in the U.S. Mail, properly addressed, with sufficient postage or (C) the following
business day after being given to a recognized overnight delivery service, with the person
giving the notice paying all required charges and instructing the delivery service to deliver
on the following business day. If a copy of a notice is also given to a party’s counsel or
other recipient, the provisions above governing the date on which a notice is deemed to
have been received by a party shall mean and refer to the date on which the party, and
not its counsel or other recipient to which a copy of the notice may be sent, is deemed to
have received the notice.
9.11
Israel. Vendor certifies that it is not currently engaged in, and agrees for
the duration of this Agreement that it will not engage in a “boycott” of goods and services
from Israel, as that term is defined in A.R.S. § 35-393.
9.12
China. Pursuant to and in compliance with A.R.S. § 35-394, Vendor hereby
agrees and certifies that it does not currently, and agrees for the duration of this
Agreement that Vendor will not, use: (1) the forced labor of ethnic Uyghurs in the People’s
Republic of China; (2) any goods or services produced by the forced labor of ethnic
Uyghurs in the People’s Republic of China; or (3) any vendors, subcontractors or suppliers
that use the forced labor or any goods or services produced by the forced labor of ethnic
Uyghurs in the People’s Republic of China. Vendor also hereby agrees to indemnify and
hold harmless the City, its officials, employees, and agents from any claims or causes of
action relating to the City’s action based upon reliance upon this representation, including
the payment of all costs and attorney fees incurred by the City in defending such as action.
9.13
Conflicting Terms. In the event of any inconsistency, conflict or ambiguity
among the terms of this Agreement, the Proposal, any City-approved invoices, and the
RFP, the documents shall govern in the order listed herein.
9.14
Non-Exclusive Agreement. This Agreement is entered into with the
understanding and agreement that it is for the sole convenience of the City. The City
reserves the right to obtain like goods and services from another source when necessary.
9.15
Disengagement. In the event the Agreement is terminated by either party,
Vendor agrees to confer back to the City all of its data, in usable and normalized format,
within 30 days of notice of termination. There shall be no charge for the return of City
data to the City.
9.16
Survival. The obligations of Vendor under this Section shall survive the
termination of the Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year last set forth below.
“City”
CITY OF TOLLESON,
an Arizona municipal corporation

________________________________

Reyes Medrano, Jr., City Manager
Date

ATTEST:

Crystal Zamora, City Clerk

APPROVED AS TO FORM:

Justin S. Pierce, City Attorney

“Vendor”

HILL BROTHERS CHEMICAL COMPANY,
a California corporation

By:

____________________________
Name:

Date
Title:

EXHIBIT A
TO
PURCHASE AGREEMENT
BETWEEN
THE CITY OF TOLLESON
AND
HILL BROTHERS CHEMICAL COMPANY