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MSDSonline A2013-50C4 &if Chho 14000 City Center Drive Chino Hills, CA 91709 (909) 364-2600 June 14, 2019 WWW. //ovin MSDSonline Attn: Ron Deger 222 W. Merchandise Mart Plaza, #1750 Chicago, IL 60654 RE: Extension of Termination Date for Agreement A13-50 MSDS Certificate Software Dear Mr. Deger: On August 22, 2013, the City Manager of the City of Chino Hills, authorized execution of Agreement No. A13-50 with MSDSonline for MSDS Certificate Software. This letter serves as notification that the termination date has been extended until June 30, 2020. All other provisions of the agreement remain in effect. Should you have any questions regarding this notification, please contact Megan Dearing at (909)364-2633. Sincerely, Ben Montgomery City Manager BM:wg cc: City Clerk's Office Finance Department City Manager's Office Cid Cci1 Art Bennett • Brian Johsz • Ray Marquez • Cynthia Moran • Peter J. Rogers c406( Ohm, /lith June 6, 2018 MSDSonline Attn: Ron Deger 222 W. Merchandise Mart Plaza, #1750 Chicago, IL 60654 RE: Extension of Termination Date for Agreement A13-50 MSDS Certificate Software Dear Mr. Deger: 14000 City Center Drive Chino Hills, CA 91709 (909) 364-2600 GUGI w . /• 1.,, On August 22, 2013, the City Manager of the City of Chino Hills, authorized execution of Agreement No. A13-50 with MSDSonline for MSDS Certificate Software. This letter serves as notification that the termination date has been extended until June 30, 2019. All other provisions of the agreement remain in effect. Should you have any questions regarding this notification, please contact Michelle Smith at (909)364-2633. Sincerely, Konradt Bartlam City Manager KB:wg cc: City Clerk's Office Finance Department City Manager's Office CL Ce' Art Bennett ■ Brian Johsz ■ Ray Marquez ■ Cynthia Moran ■ Peter J. Rogers C4 01 Chho /lig6 June 6, 2017 MSDSonline Attn: Ron Deger 222 W. Merchandise Mart Plaza #1750 Chicago, IL 60654 14000 City Center Drive Chino Hills, CA 91709 (909) 364-2600 100/01. ,. "•/1 RE: Extension of Termination Date for Agreement A2013-050 MSDS Certificate Software Dear Mr. Deger, On June 6, 2017 the City Manager of the City of Chino Hills authorized execution of Agreement No. A2013-050, with MSDSonline for MSDS certificate software. This letter serves as notification that the termination date has been extended until June 30, 2018. All other provisions of the agreement remain in effect. Should you have any questions regarding this notification, please contact Michelle Smith at (909) 364-2633. Sincerely, Konradt Bartlam City Manager KB:cb cc: City Clerk's Office Finance Department City Manager's Office ei6 c.d. Art Bennett • Ed M. Graham • Ray Marquez ■ Cynthia Moran • Peter J. Rogers oi Cling fia June 1, 2016 Ronald Deger MSDS Online 350 N. Orleans Street, Suite #950 Chicago, IL 60654 RE: Extension of Termination Date for Agreement No. A13-50 MSDS Services Dear Mr. Deger: 14000 City Center Drive Chino Hills, CA 91709 (909) pp36p4-2600 www.etto1'ZGee,(. Cl On August 22, 2013, the City Manager of the City of Chino Hills authorized execution of Agreement No. A13-50 with MSDS Online to provide material data safety sheet services for the City of Chino Hills. This letter serves as notification that the termination date has been extended until June 30, 2017. All other provisions of the agreement remain in effect. Should you have any questions regarding this notification, please contact Christina Aguirre at (909) 364-2615. Sincerely, Konradt Bartlam City Manager KB:cb cc: City Clerk's Office Finance Department City Manager's Office 64 hada...' Art Bennett • Ed M. Graham • Ray Marquez • Cynthia Moran • Peter J. Rogers Services Agreement #13 -so Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of Chino Hills. 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 insured's" 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. ❑ Comprehensive 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 Liability, including owned, non -owned and hired vehicles with at least: ❑ $1.000,000 per occurrence. ❑ $100.000 - 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' Compensation 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 Chino Hills 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 @ (909) 364-2600 if you have questions. ❑ Copv of valid picture I.D. (Drivers license etc.) Scope of Services and/or Compensation Attachments ❑ Expiration Date: 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 MANAGER/PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF WORK FOR THE CITY. Company Name: MSDSonline Company Street Address: 350 N. Orleans Street, Suite #950 City, State, Zip: Chicago, IL 60654 Phone: 312.881,2000 By (Print name & title): A � h Sl Vendor's t rixe3 lg ure: Date signed: ill / j ( 3 Vendor's Email address: .(',^,0,Scis Mail two copies of the original agreement along with requested information to: City of Chino Hills - City Clerk, 14000 City Center Drive, Chino Hills, CA 91709 Originator/Department Contact: gp.1 isk Management Approval: 44en rin✓1 Dspe eMHeed/City Manager Approvvlr'i Date initiated: O - Lk— t 3 Date Approved:/v7af/ Date Approved: 1.GENERALLY. The services ( "Purchase") covered by this services agreement 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 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.CHANGES. City may make changes within the general scope of this 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. 3. 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. 4.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, Sellers 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. 5.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. 6.PAYMENT. City will pay Seller after receiving acceptable invoices for services rendered and accepted. Drafts will not be honored. 7.INDEMNIFICATION. 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, regardless of City's passive negligence, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of the City. 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. 8.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 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. 9.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. 10.INSURANCE. Seller must provide the insurance indicated on the face sheet of this Services Agreement. 11.PERMITS. Seller must procure all necessary permits and licenses, and abide by all federal, state, and local laws, for performing this order. 12.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. 13.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. 14.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 San Bernardino County. Tax ID #04.3626476 nline® Customer Order Form Customer: Chino Hills, CA Attn: Ray Hansen Address: 14000 City Center Dr Chino Hills, CA 91709-5442 PO Number: Account Type: ✓ HQ Account (1) t Contract Number: 016751 Contract Date: 5/2/2013 Sales Rep: Greer) Brown Term: 3 Years Coverage: 1 Location(s) MSDSonline 350 N Orleans St, Suite 4950 Chicago, IL 60654 Ph: 312.881.2000 Fax: 866.320.1021 www.msdsoniine.com HQ RegXR Account (1) GM Account (1) - Other Standard MSDS Inclusions: (1) Primary Account Administrator & (1) Additional Admin, Unlimited MSDS Searches, Views & Additions to eBinder, 50 MSDS Requests/Year, 100 MSDS Uploads/Year Year 1 Year2 Year3 Total Fees (US $) 63,399,00 $2,199.00 $2,199.00 Base Subscription 62,199.00 62,199.00 82,199.00 Special Instructions Additonai Admin(s) 0 Admin(s) Implementation Compliance Fax -Back Services Services Service Included Up To 400 MSDS 91,200.00 0 Events Other 1 /1 illitipk aMa 4ip11. ag Safety Tool Kit 0 Users On•Demand Training 0 Seats Incident Management 0 Admin(s) MSDS MANAGEMENT: Base Subscription pricing includes an annual HQ Subscription for the Customer and its employees for the Coverage (# Locatlons) identined above; a Primary Account Administrator and one (1) Additional Administrator unlimited MSDS database searches, views and additions to the e8inder, the annual allocated MSDS Requests and MSDS Uploads as referenced above in the Standard Inclusions; Implementation Services and Customer/Technical Support. Ali contracted out year MSDS Requests and MSDS Uploads allotments will be front -loaded In Year One. Additional MSDS Requests may be purchased in bundles of fifty (60) for 9200.00. Additional MSDS Uploads may be purchased In bundles of (100) for $200.00 Additional Administrators may be purchased for $100 per Administrator. SERVICES • Compliance Services Project: MSDSonline will build the Customer's electronic MSDS library (e8inder) by scanning paper MSDS documents supplied by the Customer. Paper MSDS wit be returned to Customer upon request. The following fields from each MSDS will be Indexed: Product Name, Product Synonyms, Product Code, Manufacturer Name, Supplier Name, MSDS revision dale and CAS number. Additional fields may be indexed upon request (additional charges may apply). The cost of this project is a gat fee of 8800.00 based on there being up to the number of MSDS listed above in the Compliance Services column. if the actual number of MSDSs submitted falls below this amount, MSOSonine will grant additional requests and uploads as credit. If the actual number of MSDSs submitted exceeds this amount, each additional MSDS will be billed at 92.00 per MSDS. MSDSonline would obtain approval from the Customer prior to proceeding on any work that would result In additional charges. SERVICES- Compliance Services Project: MSDSonline Will perform spedal indexing services for the Customer. MSDS In the Customer's electronic MSDS library (e8inder) wit be reviewed In order to capture and input select data into the applicable MSDSonline system data 0eid(s). The following fields from each MSDS will be Indexed: Ingredients. Additional fields may be Indexed upon request (additional charges may apply). The cost of this project is a fiat fee of $400.00 based on there being up to the number of MSDS listed above In the Compliance Services column. If the actual number of MSDSs submitted (alis below this amount, MSDSonline will grant additional requests and uploads as credit. if the actual number of MSOSs submitted exceeds this amount, each additional MSDS will be billed at 31.00 per MSDS. MSDSonline would obtain approval from the Customer prior to proceeding on any work that would result In additional charges. MI Year One (1) fees (except Compliance SeMces fees) become due upon Subscription and/or Additional Compliance Solution delivery. Additional years. covering any Subscription, Service & Additional Compliance Solution Identified above, and Technical & Customer Support, will be Invoiced approximately 45.60 days ahead of the anniversary of the Year One (1) Subscription(s) delivery. Customer may at Its discretion pre -pay the full term of the agreement. Compliance Services Year One (1) project fees will be Invoiced upon project delivery. This Customer Order Is govemed by the terms and conditions of the MSDSonline Master Subscription Agreement, es posted on www.MSDSonline.com. By signing below, Customer agrees to be bound by such terms and conditions. This Customer Order must be executed by 6/30/2013. If not received by MSDSonline within such period, MSDSonline may deem this Customer Order null and void. Customer: Chino Hills, CA Signature: dy,.4Jx „� Name: Kat leen Gotch Title: Assistant City Manager Date: May 28, 2013 I Signature: Name: I Title: I Date: MSDSonline, Inc.