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HomeMy WebLinkAboutSAFETEC COMPLIANCE SYSTEMS, INC. 1 - 2012 INSUI ANUL 6-lv J°i N-2012-108 WORK MAY Nkl. PROCEED CLERK Orr c JUNCIL DATE: SP 18 2012 CONSULTANT AGREEMEN 0: persarne.~~ R~sK Mom} C~~ ? I~,'?~ ~an ~ . $rizQ M~fale~ THIS AGREEMENT mad a d-entered into this 17th day of July, 2012 by and between Safetec Compliance Systems, Inc, CaXI f is 9orporation, (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of material safety data sheet management and chemical compliance services. B. Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $15,000 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2013, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Personnel Services Agency and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise 1 discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non- owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. 2 (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 3 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) I P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: Briza Morales, Personnel Services Agency City of Santa Ana 20 Civic Center Plaza M-28 P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-5311 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 To Consultant: Paul Stenback Director of Business Development 7700 NE Parkway Drive, Ste. 125 Vancouver, WA 98662 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 4 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. hi such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation age national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined 5 and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST:. CITY OF SANTA ANA MARIA D. HUIZAR PAUL M. ALTERS Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney B . os h S a ief Assistant City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT Edward S. Raya Dave Bundy Executive Director - Personnel Chief Financial O icer 6 I EXHIBIT A SCOPE OF SERVICES 7 I 115 i r1lov s afete c May 2012 City of Santa Ana MSDS Management Ft Onsite Inventory Prepared by: Paul Stenbak 360.326.7359 pauts@safetec.net Safetec Compliance Systems, Inc. MSDS Management Software, Services, Et Inventory EXECUTIVE SUMMARY Safetec Compliance Systems, Inc. is a Software -as-a -Service (SaaS) company providing world- class MSDS (Material Safety Data Sheet) Management and Chemical Compliance services. Safetec implements and supports an Internet-based solution providing regulatory and chemical compliance technology and services, including project management and other expertise related to information services, data management and business analytics. About Safetec Since 1998 Safetec has partnered with Environmental, Health and Safety (EHS), Information Technology (I/T), and Risk Management professionals to meet the challenges and mitigate the risks associated with MSDS and chemical regulatory requirements, including: • Providing pervasive RTK users access to critical safety information; • Maximizing resources - time, budget, and staff - while reducing total costs; • Providing proactive tools and data to help EHS professionals manage risk; • Successfully delivering comprehensive solutions that meet the specific requirements of diverse organizations. As the fastest growing software and services provider in the MSDS Management and Chemical Compliance segment of the EHS industry, Safetec provides services to customers spanning industries from energy, utilities and transportation, to consumer products, manufacturing and retail, including both private and public organizations across North America, Europe, South America and Asia. Safetec provides services for hundreds of customers, including more than 60 Fortune 1000 companies, across thousands of facilities. Safetec's customer retention rate exceeds 989. The Safetec Difference Safetec offers professional services to assist you from project definition through completion of your conversion project. Requirements gathering, justification/RO1, and project planning services will provide you access to Safetec's extensive experience gained from successfully planning and implementing hundreds of prior installations. Safetec provides the most advanced MSDS technology in today's market, utilizing Microsoft's latest NET software development platform to its fullest advantage to offer the most configurable MSDS and Chemical Compliance system available. Safetec's technology professionals also provide the highest level of technology consulting in the industry. At its core Safetec is a software technology and database company backed with deep EHS expertise. The company is recognized for providing the most innovative, tailorable and cost effective MSDS Management and Chemical Compliance solutions in the industry. This technology advantage is backed by an absolute commitment to providing exceptional customer service. Confidential ~ safetec Page 2 of 4 MSDS Management Software, Services, Et Inventory CHEMICAL COMPLIANCE MANAGER PRICING PROPOSAL Services Year 1 Setup Fees Annual Subscription Chemical Compliance Manager $4,500 :$600 Onsite Inventory $4,500 MSDS Acquisitions after Inventory $1,000 MSDS Fax-Back Services - Details of Pricing Structure: Year 1 Per MSDS Fee $4.50 Annual Per MSDS Fee $3.00 Acquisitions Per MSDS Fee $5.00 Onsite Inventory Daily Fee $750.00 PROPOSED AGREEMENT: 1. In-Scope Statement of Work Service Description A. Implementation of an electronic MSDS database including conversion of existing documents (paper or electronic) to an electronic pdf format, and/or import of an existing electronic MSDS database. B. Extraction of information from each MSDS to Safetec's structured database as defined in the detailed information indexing section below. C. Setup and hosting of facility-based websites, through which the MSDS Management System is accessed. D. Maintenance and secure backup of the MSDS database. E. Scanning, information indexing and upload of submitted new and revised MSDS documents throughout the term of the agreement. F. Initial security setup for websites including security group/user setup and optional TCP/IP filtering for each facility. For Right-To-Know (RTK) users, no user ID/password will be required to access MSDS information or associated content. RTK (non-power users) are limited to view, read and print only capabilities within the Safetec system. G. Quarterly delivery of MSDS back-up software on CDs or DVDs for the MSDS database. H. Train-the-Trainer training: two (2) two-hour, structured Web-based conference sessions accommodating up to 25 participating PCs (multiple users can participate from one PC). 1. Safetec provides technical support delivered on a 24 x 7 basis via an 800 number. Live attended hours are between 8 a.m. and 8 p.m. EST. J. Incremental updates to Safetec's Chemical Compliance Manager (CCM) software. K. Storage and access to archived MSDSs for a period of 30 years. Confidential safetee Page 3 of 4 MSDS Management Software, Services, 8t Inventory L. Access to Safetec's Web-based application including all CCM functionality: II. Information fields to be indexed from MSDSs will include A. Standard Fields i. Product Name ii. Manufacturer iii. Revision Date iv. Location (from Onsite Inventory) III. Additional Agreed Upon Items A. Annual subscription fee will be based on up to 1000 unique MSDSs. Should the database exceed 1000 MSDSs, Safetec shall bill future annual fees at $3 per unique MSDS. Any adjustment in the annual subscription fee for an increase in the number of MSDSs will be made at the beginning of each new contract year. B. Safetec to perform Onsite Inventory Services, capturing location and UPC's for every product encountered. For any items that we cannot match against the City s,t, ~off Nefmm-'s collection, a new MSDS record will be added. Acquisition of all newly adie-d MSDS will be performed after completion of Onsite Inventory effort. C. Safetec to provide MSDS Faxback Services, complete with an 800 number, fliers, and stickers for field display. This service allows users to call and have an MSDS faxed to their location and is provided by Safetec's Partner Chemtel. This service covers 30 calls annually. Each additional call is $20. IV. Technical Support Technical support is included with the annual subscription fee. This support includes installation and troubleshooting. In addition, one hour of Web site customization is included within the first ninety (90) days after the Effective Date of this SOW. Additional customizations after such ninety (90) day period will be billed at the rate of $180.00 per hour. V. User Licensing All terms stated within this SOW are understood by both parties to apply to an unlimited number of users, provided the user is an employee or authorized contractor of the customer. VI. On-going Submission of MSDSs Customer may submit MSDSs (in hard copy or electronic format) to Safetec on an as needed basis for processing. Safetec will process submitted MSDSs and ensure that each document is available for search and viewing on the Web site as soon as reasonably possible. Safetec will also maintain an electronic archive of each MSDS for a period of thirty years. Confidential safetec Page 4 of 4 OP ID: EF CERTIFICATE OF LIABILITY INSURANCE 7071l7/(MMIDDIYYYY) 12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER 360-695-3301 CONTACT NAME~ Biggs Insurance Services P HONE FAX P.O. Box 189 360-696-2232 NC No: 916 Main Street E-MAIL Vancnuver, WA 98666 ADDRESS: Richard Biggs PCUSTOMER RODUCER SAFET-2 INSURERS AFFORDING COVERAGE NAIC # INSURED Safetec Compliance Systems Inc INSURER A: Federal I n s u rance Com an 7700 NE Parkway Dr #125 INSURER B: Best Rating A++ Vancouver, WA 98662 INSURER C: INSURER D: INSURER E: [INSURER F' COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP POLICY NUMBER )DNYYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 A X COMMERCIAL GENERAL LIABILITY X 35814269 06101/12 06/01/13 PDAMAGE TO RENTED REMISES Ea occurrence $ 1,000,00 CLAIMS-MADE r-xl OCCUR MED EXP (Any one person) $ 10,00 X Vendors Liab Incl PERSONAL & ADV INJURY $ 1,000,00 X WA Stop Gap GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS - COMPIOP AGG $ 1,000,00 X POLICY PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1'000'00 A ANY AUTO 06101112 06 (Ea accident) (01/13 70206213 BODILY INJURY (Per person) $ ALL OWNED AUTOS ' BODILY INJURY (Per accident) $ SCHEDULED AUTOS . PROPERTY DAMAGE X HIRED AUTOS (Per accident) $ X NON-OWNED AUTOS - $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 4,000,00 EXCESSLIAB XCLAIMS-MADE AGGREGATE $ 4,000,00 A 99473421 06/01/12 06/01113 DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS' LIABILITY Y I N TORY LIMITS R A ANY PROPRIETOR/PARTNER/EXECUTIVE 71735446 06/01112 06/01113 E.L. EACH ACCIDENT $ 1,000,00 OFFICER/MEMBER EXCLUDED? ? N I A (Mandatory in NH) E.L. DISEASE -EA EMPLOYE $ 11000,00 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,00 A Professional 35814269 06/01/12 06101113 E & O 5,000,00 Info/Network E&O Ded. 25,00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Certificate Holder, its officers, agents and employees and representatives ( Addl Insureds/Vendors) are automatically included as Additional insureds and a Waiver of Rights form is included in the policy form and 80-02-2367 attached. CERTIFICATE HOLDER CANCELLATION CITY052 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Purchasing Department 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 Z! - ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD Liability Insurance CHtuea Endorsement Policy Period June 1, 2012 to June 1, 2013 Effective Date June 1, 2012 i Policy Number 3581-42-69 Insured SAFETEC COMPLIANCE SYSTEMS, INC. ii Name of Company FEDERAL INSURANCE COMPANY Date Issued July 17, 2012 This Endorsement applies to the following forms: GENERAL LIABILITY INFORMATION AND NETWORK TECHNOLOGY BLENDED LIABILITY INSURANCE Under Who Is An Insured, the following provision is added: Who Is An Insured Scheduled Person Or Subject to all of the terms and conditions of this insurance, any person or organization shown in the Organization Schedule, acting pursuant to a written contract or agreement between you and such person or organization, is an insured; but they are insureds only with respect to liability arising out of your operations, or your premises, if you are obligated, pursuant to such contract or agreement, to provide them with such insurance as is afforded by this policy. However, no such person or organization is an insured with respect to any: • assumPtiou of liability by them in a contract or agreement. This limitation does not apply to the liability for damages for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. • damages arising out of their sole negligence. Schedule The City of Santa Ana, it's officers, employees, agents and representatives attn: Purchasing Dept 20 Civic Center Plaza Santa Ana, CA 92701 Liability Insurance Additional Insured - Scheduled Person Or Organization continued Form 80-02-2367 (Rev, 8-04) Endorsement Page t i i I I Liability Endorsement (continued) i All other terms and conditions remain unchanged. Authorized Representative i Liability Insurance Additional Insured - Scheduled Person Or organization last page Form 80-02-2367 (Rev. 8-04) Endorsement Page 2 I Liability Endorsement (continued) i All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured - Scheduled Person Or Organization last page Form 80-02-2367 (Rev. 8-04) Endorsement Page 2