CONTRACT 5970 One Page Service AgreementAgreement No. 5970
Services Agreement
CONTRACTOR MSDSonline DATE MAILED: 912112020
Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of EI
Segundo. Only those items checked -off are MANDATORY, however if your standard policies exceed the minimum requirements please
include. Commercial general liability insurance must meet or exceed the requirements of ISO -CGL Form No. CG 00 01 11 85 or
88. The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and property
damage for the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as "additional
insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other
insurance that may be carried by the City will be excess thereto. Such insurance must be on an "occurrence," not a "claims
made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City.
Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or an
authorization to begin work.
® Comorehensive General Liability, including coverage for premises, products and completed operations, independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least $1.000.000 per occurrence.
® Auto Liabilitv, including owned, non -owned and hired vehicles with at least:
® $1.000.000 per occurrence.
❑ x.000 - 300,000 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
® Workers' ComDensation Insurance: as required by State Statutes. (Not needed if Self-employed with no employees and
CONTRACTOR signs statement to this effect.)
❑ Business License: The CONTRACTOR shall agree to have a current City of EI Segundo license on file at City Hall or purchase
said license (at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the
Planning Manager @ (310) 524-2340 if you have questions.
❑ Av of valid Dicture I.D. (Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE RISK MANAGERIPURCHASING AGENT, THUS AUTHORIZING
COMMENCEMENT OF WORK FOR THE CRY.
Submitted by (comotete all blanks): COLOR COPY REQUIRED BACK TO THE CITY
Company Name: By (Print name & title):
MSDSonline Edo Jackson & Director of Sales
Company Street Address: W dor iiA�t orized Signature required:
222 Merchandise Mart Plaza. Suite 1750
City, State, Zip: Date tigned:
Chicago, IL 60654 September 24, 2020
Phone:
312-881-2332
Vendor's Email address: i Vendor's Web site:
jinn(aehs.com I MSDSonline.com
Mail original agreement and insurance to: City of EI Segundo — City Cie r 50 Main Street, Room 5, EI Segundo, CA 90245.3813
w 0
Department Head APprova9: Public rks Director: Elias Sassoolt� . Date Approved: /,9
FinanceAPP roval: r Date Approved: ..,
cc: Bus0s License; City Clerk; Purchasing Agent; Requesting DepL name - Public werks Deet
6ity Manager �C�ty Attorney ity Cierk
1.GENERALLY. The materials, supplies, or services (collectively,
"Purchase") covered by this services agreement and purchase order
("order") must be furnished by Seller subject to all the terms and
conditions contained in this order which Seller, in accepting this order,
agrees to be bound by and comply with in all particulars. No other terms
or conditions are binding upon the parties unless subsequently agreed to
in writing. Written acceptance or shipment of all or any portion of the
Purchase covered by this order constitutes unqualified acceptance of all
terms and conditions in this order, The terms of any proposal referred to
in this order are included and made a part of the order only to the extent
it specified the Purchase ordered, the price, and the delivery, and then
only to the extent that such terms are consistent with the terms and
conditions of this order.
2.INSPECTION. The Purchase furnished must be exactly as specified in
this order, free from all defects in Seller's performance, design,
workmanship, and materials, and, except as otherwise provided, is
subject to inspection and test by City at all times and places. If, before
final acceptance, any any Purchase is found to be incomplete, or not as
specified. City may reject it, require Seller to correct it without charge, or
require delivery of such Purchase at a reduction in price that is equitable
under the circumstances. If seller is unable or refuses to correct such
items within a time deemed reasonable by City, City may terminate the
order in whole or in part. Seller bears all risks as to rejected Purchases
and, in addition to any costs for which Seller may become liable to City
under other provisions of this order, must reimburse City for all
transportation costs, other related costs incurred, or payments to Seller
in accordance with the terms of this order for unaccepted Purchases.
Notwithstanding City's acceptance of any Purchase, Seller is liable for
latent defects, fraud, or such gross mistakes as constitute fraud.
3.CHANGES. City may make changes within the general scope of this
order in drawings and specifications for specially manufactured supplies,
place of delivery, method of shipment or packing of the order by giving
notice to Seller and subsequently confirming such changes in writing. If
such changes affect the cost of or the time required for performance of
this order, an equitable adjustment in the price or delivery or both must
be made. No change by Seller is allowed without City's written approval.
Any claim by Seller for an adjustment under this section must be made
in writing within thirty (30) days from the date of receipt by Seller of
notification of such change unless City waives this condition in writing.
Nothing in this section excuses Seller from proceeding with performance
of the order as changed.
4. TERMINATION. City may terminate this order at any time, either
verbally or in writing, with or without cause. Should termination occur,
City will pay Seller as full performance until such termination the unit or
pro rata order price for the performed and accepted portion of the
Purchase. City may provide written notice of termination for Seller's
default if Seller refuses or fails to comply with this order. If Seller does
not cure such failure within a reasonable time period, or fails to perform
the Purchase within the time specified (or allowed by extension), Seller
will be liable to City for any excess costs incurred by City.
5.TIME EXTENSION. City may extend the time for completion if, in
City's sole determination, Seller was delayed because of causes beyond
Seller's control and without Seller's fault or negligence. In the event
delay was caused by City, Seller's sole remedy is limited to recovering
money actually and necessarily expended by Seller because of the
delay; there is no right to recover anticipated profit.
&REMEDIES CUMULATIVE. City's rights and remedies under this order
are not exclusive and are in addition to any rights and remedies provided
by law.
7.TITLE. Title to materials and supplies purchased under this order
pass directly from Seller to City upon City's written acceptance following
an actual inspection and City ject.
Agreement No. 5970
8.PAYMENT. City will pay Seller after receiving acceptable invoices for
materials and supplies delivered and accepted or services rendered and
accepted. City will not pay cartage, shipping, packaging or boxing
expenses unless specified in this order. Drafts will not be honored.
9.I1NDEMNIFICATION. Seller agrees to indemnify and hold City
harmless from and against any claim, action, damages, costs (including,
without limitation, attorney's fees), injuries, or liability, arising out of the
Purchase or the order, or their performance, Should City be named in
any suit, or should any claim be brought against it by suit or otherwise,
whether the same be groundless or not, arising out of the Purchase or
order, or their performance, Seller will defend City (at City's request and
with counsel satisfactory to City) and indemnify City for any judgment
rendered against it or any sums paid out in settlement or otherwise. For
purposes of this section "City" includes City's officers, elected officials,
and employees. It is expressly understood and agreed that the
foregoing provisions will survive termination of this order. The
requirements as to the types and limits of insurance coverage to be
maintained by Seller, and any approval of such insurance by City, are
not intended to and will not in any manner limit or qualify the liabilities
and obligations otherwise assumed by Seller pursuant to this order,
including, without limitation, to the provisions concerning indemnification.
10.WARRANTY. Seller agrees that the Purchase is covered by the
most favorable commercial warranties the Seller gives to any customer
for the same or substantially similar supplies or services, or such other
more favorable warranties as is specified in this order. Warranties will
be effective notwithstanding any inspection or acceptance of the
Purchase by City.
11.ASSIGNMENT. City may assign this order. Except as to any
payment due under this order, Seller may not assign or subcontract the
order without City's written approval. Should City give consent, it will not
relieve Seller from any obligations under this order and any transferee or
subcontractor will be considered Seller's agent.
12.INSURANCE. Seller must provide the insurance indicated on the
face sheet of this Services Agreement.
13.PERMITS. Seller must procure all necessary permits and licenses,
and abide by all federal, state, and local laws, for performing this order.
14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller
will act as an independent contractor and will have control of all work
and the manner in which is it performed. Seller will be free to contract
for similar service to be performed for other employers while under
contract with City. Seller is not an agent or employee of City and is not
entitled to participate in any pension plan, insurance, bonus or similar
benefits City provides for its employees. Any provision in this order that
may appear to give City the right to direct Seller as to the details of doing
the work or to exercise a measure of control over the work means that
Seller will follow the direction of the City as to end results of the work
only.
15.WAIVER. City's review or acceptance of, or payment for, work
product prepared by Seller under this order will not be construed to
operate as a waiver of any rights City may have under this Agreement or
of any cause of action arising from Seller's performance. A waiver by
City of any breach of any term, covenant, or condition contained in this
order will not be deemed to be a waiver of any subsequent breach of the
same or any other term, covenant, or condition contained in this order,
whether of the same or different character.
16.INTERPRETATION. This Agreement was drafted in, and will be
construed in accordance with the laws of the State of California, and
exclusive venue for any action involving this agreement will be in Los
Angeles County.
Agreement No. 5970
17. CONSIDERATION. As consideration, CITY agrees to pay
CONTRACTOR for CONTRACTOR's services not to exceed a total of
$15,801 (Fifteen Thousand Eight Hundred and One Dollars) for the first
year; $4,999 (Four Thousand Nine Hundred and Ninety Nine Dollars) per
year for Year 2 and Year 3 as specified in the attached Exhibit "A," which
is incorporated by reference.
18. TERM. This Agreement will automatically renew, on an annual basis
on its annual anniversary date unless otherwise terminated.
222 Merchandise Mart Plaza, Suite 1750
Contract Number:
107738
Chicago, IL 60654
Contract Date:
11/23/2020
Ph: 312.881.2000
Sales Rep:
Philip Jinn
Fax: 866.320.1021
Offer Valid Through:
12/31/2020
Tax ID #: 04-3626476
405 Sheldon St
Address:
Bill to:
Not Applicable
Ship to:
Contract Start Date:
Customer:
City of EI Segundo, CA
Customer
City of EI Segundo, CA
Attn:
Jorge Prado
Attn:
Jorge Prado
Address:
405 Sheldon St
Address:
405 Sheldon St
EI Segundo, CA 90245
EI Segundo, CA 90245
MEW,110TUMMUM
Related Contract:
Not Applicable
PO Number:
Contract Start Date:
12/15/2020
Payment Terms: Net 30
Contract End Date:
12/15/2023
Billing Frequency: Annually
Term:
3 Years
Initial Invoice Due: 12/15/2020
Coverage:
1 Location(s)
Licensing
Product Qty Year 1 Year 2 Year 3
HQ Account 1 $4,999.00 $4,999.00 $4,999.00
Site Administrators 2 $0.00 $0.00 $0.00
Product Qty Year 1 Year 2 Year 3
Implementation Fee 1 $999.00
eBinder Valet 500 $3,000.00
On -Site Chemical Inventory Audit 550 $6,803.00
Totall $15,801.00 $4,999.00 $4,999.00
This Customer Order Form, including all Exhibits, and the Services provided hereunder are governed by the terms and conditions of the VelocityEHS Master Subscription and Services Agreement, as posted on
litlps. Mvmv uh, �i, which is hereby incorporated into this Customer Order Form (the Agreement'). By signing below, Customer agrees to be bound by such terms and conditions. VelocityEHS may deem this
Customer Order Form null and void if the executed agreement is not received by VelocityEHS by the "Offer Valid Through' date listed above. or if the document is returned with handwritten changes.
City of Ell Segundo, CA VelocityEHS
Signature:
Name: Name:
Title: Title:
Date: Date:
Contract #: 107738 @ 2001-2020VelocityEHS. All rights reserved. VelocityEHS®R and VISDSonline® are proprietary trademarks of VelocityEHS. Page 1 of 2
(M)SDS Management Base subscription pricing includes:
*1annua|HQoubomipUun(o)furthuCustomurandityump|uyuuoindududwithinthuCuvuraguufthioagreomunL
0 A Primary Account Administrator and 1 Additional Administrator(s). Additional Administrators may be purchased for 250.00 USD per
Administrator.
0 Unlimited MSDS database searches, views and additions to the eBinder.
* Access touBindurand MGDGun|inudatabase search from the SDS/Chemical Management mobile application.
• Access to the MSDSonline Desktop Application, which allows administrator(s) to print SDSs, and download an electronic backup of their
SDGoand basic information.
wAnnual allotment uf50MGDGRequests and 100MGDGUploads. Additional MGDGRequests may bupurchased inbundles uffifty (50)for
200 USD; additional MSDS Uploads may be purchased in bundles of (100) for 200 USID.
• Technical & Customer Support.
* Supplemental Terms and Conditions apply. Tulearn more, click here.
HQ Implementation Service: Implementation assistance for MGDGun|inu products will be provided that includes the following:
* An assigned contact who will escort you through the implementation pruuuoo.
• Assistance with the configuration of the system in a manner most suitable to your environment.
• Training (phone or Web conference) to any named system administrator (Primary or Additional).
• Help facilitating the deployment ufyour system across your organization.
* Unlimited access tuthe Customer Care and Technical Support resources to answer any questions you may have (bubxuun the hours uf7am
and 7pmCGT).
Compliance Services Project — eBinder Valet: VelocityEHS will build the Customer's electronic MSDS library (eBinder) by sourcing the
English language MGDG that uunoopundo to each line item on a Customer -supplied inventory list for a flat fee of $3000 USD based on there
being upto500line items.
• Customer -supplied inventory list must be pre -approved, preferably supplied in VelocityEHS eBinder Valet template. Inventory list must include
product name and manufacturer name; inclusion ufproduct uudu(o) is preferred.
w Standard Indexing package will be applied. Includes the following fields: Product Namu, Product Synonyms, Product Code, Manufacturer
Namu, Supplier Name, MGDG Revision Datu, Regulatory Format and Primary CAS Number.
• Additional fields may be indexed upon request (additional charges may apply).
• If the total number of inventory line items submitted falls below 500, VelocityEHS will grant additional MSDS Requests and MSDS Uploads as
credit.
*Anadditional charge uf$0USD per line item will buassessed if the number ufinventory line items exceeds 500.
• VelocityEHS will obtain approval prior to proceeding on any work that will result in additional charges.
On -Site Chemical Inventory Audit: Vu|uuityEHGwill provide ahealth and safety professional touunductuhumiva|pruductinvuntorying
activities. VelocityEHS will contact the facility and schedule the on-site work based on a mutually agreed upon date and work sequence.
* Professional will work closely with the facility representatives to identify products located un'oitu, recording the product namu, product
manufacturer, and storage location for each product requiring anMGDG.
• Vu|uuityEHG will nsuurd inventory data on a spreadsheet (in Excel) to be used for MGDGun|inu oun/iuuo under consideration (^uBindurVa|ut^.
and GDG library build pnojuci), that will also ounm as this project's deliverable to Customer. Vu|uuityEHG is not responsible for collecting data
from products with damaged urmissing labels.
• The cost of this service will be a flat fee of $6803 USD based on work scope details provided by Customer, and covers all related travel and
administrative expenses as well as the estimated on-site labor hours needed (not tuexceed 20hours) tuinventory approximately 550
chemicals at7distinct locations.
• At the discretion of VelocityEHS, the service fee may be reassessed based on a revised scope of work.
• VelocityEHS will obtain approval prior to proceeding on work that will result in additional charges.
VelocityEHS has agreed to defer the due date for all of the Year One (1) fees, which normally become due 30 calendar days after the execution
date of this Customer Order Form, and unless otherwise noted below, until 12/15/2020. The Base Subscription period will commence on this
date and will become the subscription "anniversary datu^ Subsequent yearly fees will buinvoiced between 45and 00days before each
anniversary date, with payment due prior to each anniversary date. Customer may at its discretion pre -pay the full term of the agreement.
MSDSonline Implementation Services fees, and MSDSonline Compliance Services fees totaling less than 15,000 USD will become due with all
licensing fees as noted above. Where Year One (1) MSDSonline Compliance Services fees total 15,000 USD or more, VelocityEHS will invoice
50% of these project fees on the first invoice. These fees become due within 30 calendar days of the execution date of this Customer Order
Form, are NON'REFUND4BLE.and must bumade prior tufinal project delivery. Any remaining Compliance Services project fees will bu
invoiced upon final project delivery.
ovmmo#: 107738@ 20m1-2o2OvomoityE*uAll rights reserved. vvmxityEoa®Rand Maoavnneware proprietary trademarks ofvvmoityE*a page 2m2