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HomeMy WebLinkAboutContract 47246 (2)ECEIVED NOV 18 2015 CITY OF FCJRT WORTH cal SECRETARY FORT PROFESSIONAL SERVICES AGREEMENT Archive Digitization Services • This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a Texas home -rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and Backstage Library Works, Inc. ("Contractor"), a Utah corporation, acting by and through its duly authorized Controller, each individually referred to herein as a "party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit "A" — Statement of Work 3. Exhibit "B" — Payment Schedule 4. Exhibit "C" — Signature Verification Form 5. Exhibit "D" — Conflict of Interest Questionnaire 6. Attachment 1 — Request for Proposal 15-0242 7. Attachment 2 — Proposal Response Submitted by Contractor All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. The term "Contractor" shall include the Contractor, and its officers, agents, employees, representatives, servants, contractors or subcontractors. The term "City" shall include its officers, employees, agents, and representatives. 1. Scone of Services. Contractor hereby agrees, with good faith and due diligence, to provide the City with professional consulting services for archive digitization services. Specifically, Contractor will perform all duties outlined and described in the Statement of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the "Services." Contractor shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Contractor shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement shall control. Backstage Library Works Page 1 of 17 *IFPCIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement - Library Rev. 01/2015 City Secretary Contract No. 2. Term. The Initial Term of this Agreement shall commence upon November 1, 2015 ("Effective Date") and shall expire no later than October 31, 2016 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for three (3) successive one-year terms at the City's option, each a "Renewal Term." The City shall provide Contractor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 3. Compensation. The City shall pay Contractor annually an amount not to exceed $45,000.00 in accordance with the provisions of this Agreement and Exhibit "B," Payment Schedule, which is attached hereto and incorporated herein for all purposes. Contractor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of Contractor within thirty (30) days of receipt of such invoice. Contractor may charge interest on late payments not to exceed one percent (1%). 4. Termination. 4.1. Convenience Either the City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Breach. Subject to Section 25 herein either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29. 4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor shall return all the original documents to the City along with any copies of all completed or partially completed archival digitalization prepared under this Agreement. In the event Contractor has received access to City information or data as a requirement to perform services hereunder, Contractor Backstage Library Works Professional Services Agreement - Library Page 2 of 17 Rev. 01/2015 City Secretary Contract No. shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. 5.2 Confidential Information. The City acknowledges that Contractor may use products, materials, or methodologies proprietary to Contractor. The City agrees that Contractor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3 Unauthorized Access. Contractor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Contractor shall, in good faith, use all commercially reasonable efforts to cooperate w'th the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. Riuht to Audit. Contractor agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Contractor involving transactions relating to this Agreement at no additional cost to the City. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor not less than 10 days written notice of any intended audits. 7. Indenendent Contractor. It is expressly understood and agreed that Contractor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Backstage Library Works Professional Services Agreement - Library Page 3 of 17 Rev. 01/2015 City Secretary Contract No. Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors Contractor acknowledges that the doctrine of respondent superior shall not apply as between the City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. . It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Contractor or any officers, agents, servants, employees or subcontractors of Contractor. Neither Contractor, nor any officers agents, servants, employees or subcontractors of Contractor shall be entitled to any employment benefits from the City. Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. A LIABILITY - CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF CONTRACTOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. 9. Assignment and Subcontracting. Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment the assignee shall execute a written agreement with the City and the Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor Backstage Library Works Professional Services Agreement - Library Page 4 of 17 Rev. 01/2015 City Secretary Contract No. shall execute a written agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. 10.1 The Contractor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 1. Commercial General Liability a. Combined limit of not less than $2,000,000 per occurrence; $4 million aggregate or b. Combined limit of not less than $1,000 000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow - form provision and shall include coverage for personal and advertising injury. c. Defense costs shall be outside the limits of liability. 2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement including owned, non -owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. 10.2 General Insurance Requirements: 1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 2. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 3. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 4. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement 11. Compliance with Laws, Ordinances, Rules and Regulations. Contractor agrees to comply with all applicable federal, state and local laws, ordinances, Backstage Library Works Professional Services Agreement - Library Page 5 of 17 Rev. 01/2015 City Secretary Contract No. rules and regulations. If the City notifies Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Contractor, its personal representatives, assigns, subcontractors or successors in interest, Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO THE CITY: City of Fort Worth Attn: Jody Hoks —FWPL Archives 500 W. 3rd Street Fort Worth TX 76102 Facsimile (817) 392-7734 With Copy to the City Attorney at same address 14. Solicitation of Employees. TO CONTRACTOR: Name: Backstage Library Works Attn: Christle Chumney Address 25 E 1700 South Provo, UT 84606 Facsimile: 801-356-8220 Neither the City nor Contractor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person s employer. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. No Waiver. Backstage Library Works Professional Services Agreement - Library Page 6 of 17 Rev. 01/2015 City Secretary Contract No. The failure of the City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Majeure. The City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative Backstage Library Works Professional Services Agreement - Library Page 7 of 17 Rev. 01/2015 City Secretary Contract No. of each party. 23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e- mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 25. Warranty of Services. Contractor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Contractor's option, Contractor shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Contractor for the nonconforming services. 26. Network Access. If Contractor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section `Contractor Personnel"), requires access to the City's computer network in order to provide the services herein, Contractor shall execute and comply with the Network Access Agreement which shall be provided at the start of negotiations and incorporated herein for all purposes. 27. Breach/Termination/Opportunity to Cure. If either Party commits a material breach of this Agreement, the non -breaching Party must give written notice to the breaching Party that describes the breach in reasonable detail The breaching Party must commence curing such breach within fourteen (14) calendar days after the time the breaching Party receives such written notice and complete the cure within fourteen (14) calendar days from the date of commencement of the cure. If the breaching Party does not substantially cure such breach within the stated period of time (except for failure of Customer to make any payment when due as discussed below), the non -breaching Party may, in its sole Backstage Library Works Professional Services Agreement - Library Page 8 of 17 Rev. 01/2015 City Secretary Contract No. discretion, and without prejudice to any other right under this Agreement, law, or equity, terminate this Agreement by giving written notice to the breaching Party; provided, however if the breach is not reasonably susceptible to cure by the breaching Party within such fourteen (14) day period, the non -breaching Party shall not exercise its option to terminate this Agreement so long as the breaching Party has commenced to cure the default within such fourteen (14) day period and diligently completes the work within a reasonable time without unreasonable cessation of the work to complete the cure. 28. Immigration Nationality Act. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I- 9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Contractor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. The City does not waive this provision by not timely requesting verification or certification as stated herein. 29. Signature Authority. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Contractor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. Signature Page to Follow Backstage Library Works Professional Services Agreement - Library Page 9 of 17 Rev. 01/2015 City Secretary Contract No. IN TNESSIWHEREO ,the parties hereto have executed this Agreement in multiples this kday of id��, 20 (j� ACCEPTED AND AGREED: CITY OF FORT WORTH: BACKSTAGE LIBRARY WORKS: By: By: Fernando Costa Ryan M Assistant City Manager Controller Date: /77. By: Mary J. Ka City Secretary APPROVED £ S TO FORM ANDEGALITY: By: Guillermo (Will) S. Trevino Assistant City Attorney CONTRACT AUTHORIZATION: M&C: Not Required. Date Approved: None Date: /75 45 OFFICINN RECORD CITY s eftt 'iAkY Ft WORTH, TX Backstage Library Works Professional Services Agreement - Library Page l0 of 17 Rev. 01/2015 EXHIBIT "A" STATEMENT OF WORK Contractor agrees to provide archive digitization services under this Agreement in accordance with the highest industry standards and the proposal submitted and incorporated as part of this Agreement as Attachment 2. Contractor acknowledges the City's goal is to preserve/conserve materials held by the Genealogy, History & Archives (GHA) unit of the Public Library and provide the ability for online access to the public. Collections to be digitized under this Agreement include records retained on microfilm, photographs, documents, and paper records, and books as applicable and are not limited to the samples or collections provided under RFP 15-0242. Materials may include, but are not limited to: papers of varying sizes, loose photographs, photograph albums, bound volumes newspaper clippings, newspapers, maps, microfilm/fiche, negatives, postcards and scrapbooks. Services include indexing, media conversion and Optical Character Recognition (OCR) processing Contractor acknowledges and understands that material may be housed in archival boxes and folders. Contractor further acknowledges that they are to contact the Genealogy Department prior to disbanding any scrapbooks. Contractor shall: 1. Continue on with contracted services in compliance with this Agreement. 2. Have sufficient resources to be able to provide both scanning and media conversion services in an efficient and accurate manner. 3. Provide all labor, materials, tools and equipment required for scanning, indexing and imaging services. • 4. Acknowledge receipt of each item in a shipment and immediately notify the City if any discrepancies are found. 5. Have 2-5 business days for check -in and evaluation of material, preparation, specification review, verification call with the City, and scheduling of production. 6. Store all material in a secure, dry location as was described in Attachment 2 and exercise great care when handling fragile originals. 7. Provide archive digitization with the following requirements in order for the file to be used/read with CONTENTdm Digital Collection Management Software: a. Document imaging/scanning grayscale scan at 300 dpi, 8 bits per channel and create an uncompressed tagged image file format (TIFF) image. Scans of color material, when necessary and approved, need to be scanned at 300 dpi, 8 bits per channel and create an uncompressed TIFF image. Cropping, deskewing, disbinding when necessary and approved by GHA. Portable Document Format (PDF) image also requested on text documents. b. Media conversion services —digital conversion of microfilm/fiche, splitting (as necessary), cropping, deskewing each image, (standard and oversize documents) scanned in grayscale 300 dpi. Vendor provides uncompressed TIFF image and PDF image. Images bundled as determined by project. c. Optical Character Recognition (OCR) Services. This process shall provide an accurate conversion of image data into searchable PDF format and is to include text file and Adobe Catalog index to ensure cross document searching as determined by project needs. 8. Return all images on external hard drive or DVD masters as determined by project, unless otherwise specified. 9. Establish workflows that minimize the time that the original materials are unavailable during the digitization process. It must be possible to retrieve materials to meet an urgent City need. 10. Ensure quality control is kept in compliance with Attachment 2 and applicable City standards. 11. Provide continual technical and customer support from project inception through completion. 12. Allow a 60-day acceptance of delivered files. Contractor will retain the images for 60 days from delivery and then permanently delete them. Contractor shall requests an e-mail notification of receipt of images and acceptance of images, but if City does not acknowledge receipt within 60 days, Contractor may assume acceptance. EXHIBIT "B" PAYMENT SCHEDULE 323 Fart Worth_Area Postcards -Unfit Price Quantity Extended Price° - Scanning of material at 300ppi up to 4.5" x 6.5" (verso $0.73 and recto) OCR services - PDF + txt file $0.04 450 450 $328.50 $18.00 Details: Captured with a medium format overhead area array camera, file naming schema (collectionlD_ccc.tif), captured with crop box set resulting in black border, creation of collection specific directory structure, and image review of thumbnail version of TIFF Assumptions: Material will be scanner ready, free of enclosures, no staples or clips, unfolded, and flat Estimated completion time: 10 days from receipt of material Scanning of material at 300ppi up to 16"x20" OCR services - PDF + txt file $0.48 $0.04 1,100 $528.00 $44.00 Details: Captured with a medium format overhead area array camera, file naming schema (collectionlD_ccc.tif), captured with crop box set resulting in black border, creation of collection specific directory structure, and image review of thumbnail version of TIFF Assumptions: Material will be scanner ready, free of enclosures, no staples or clips, unfolded, and flat. Estimated completion time. 10 days from receipt of material 32.3 Tarrant County Historical Society Records Unit-Qrice Quantity .Extended Price Scanning of material at 300ppi up to 16"x20" (recto $0.56 and verso) OCR services - PDF + txt file 178 $0.04 178 $99.68 $7.12 Details: Captured with a medium format overhead area array camera, file naming schema (collectionlD_ccc.tif), captured with crop box set resulting in black border, creation of collection specific directory structure, and image review of thumbnail version of TIFF. Assumptions: Material will be scanner ready, free of enclosures, no staples or clips, unfolded, and flat. Estimated completion time: 10 days from receipt of material 32.4 The' Scrapbooks Norther Texas. Traction .Company Unit Price Quantity Extended Price;. Scanning of material at 300ppi up to 32" x 24" OCR services - PDF + txt file $0.85 $0.04 375 375 $318.75 $15.00 Details: Captured with a medium format overhead area array camera, captured 2UP using book cradle and manual page turning, file naming schema (title_ccc.tif), captured with crop box set resulting in black border, creation of collection specific directory structure, and image review of thumbnail version of TIFF. Layered content will be unfolded resulting in layered content being visible and multiple images of page. Assumptions: Material will be scanner ready, open to 180°, sufficient inner margin and consistent page edge, free of enclosures, no staples or clips, unfolded, and flat. Note. The quantity of images created may be greater than 375 due to the noted clippings and brochures present. NOTIFICATION: Contractor acknowledges that they are to contact the Genealogy Department before disbanding any scrapbook. Estimated completion time: 15 days from receipt of material Additional.Char: es as needed Unit Price Quantity Extended Price' Flatten material with glass Manually crop images Page level quality assurance OR metadata JPEG orJPEG2000 images Special handling (including disbinding), per hour Deliver files on portable 1TB hard drive Pack client materials Return shipment of material $0.10 $0.05 $0.15 $45.00 $100.00 $15.00 per scan per scan per scan per hour per delivery per box TBD TBD TBD INCLUDED TBD Pricing terms and conditions• 1. All prices are in US Dollars. Contractor acknowledges that the City is a tax exempt entity. 2. Unit prices are firm. The final invoice will reflect the actual number of items processed. TBD TBD ACTUAL 3. Final unit prices are based on samples provided by the Library and on common assumptions regarding collections of similar types. If in the course of processing, Contractor determines that the sample or other information given by the City does not accurately reflect the actual composition of the collection, the pricing will be re -negotiated after the Initial Term and must be agreed to in writing by both parties in the form of an amendment to this City Secretary Contract No. Agreement. 4. If in the course of digitization, Contractor determines that the sample (or other information given by the City does not accurately reflect the actual composition of the collection, the pricing will be re -negotiated after the Initial Term and must be agreed to in writing by both parties in the form of an amendment to this Agreement. 5. Project will be placed on hold and the client will be contacted immediately if agreed upon specifications cannot be met or material is in danger of getting damaged in the chosen approach. 6. If the material or photographs are contained in sleeves, additional handling will be required during scanning and additional costs may apply. If such costs do apply, Contractor acknowledges that the City must consent in writing to the additional costs. 7. Payment plan: Contractor shall Invoice the City upon batch completion on a monthly basis in accordance with Section 3, ` Compensation," of this agreement. City Secretary Contract No. EXHIBIT "C" VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: (3ack$¼ty-QkA r) Legal Address: 2 S Gari5rk «A) .)14A/L` Presfv urr gq(cd° Services to be provided: Pt9i 4, ?1�rI,"t9A Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: ilijcf A4y/fiek` Position: Co-n krol Lev Signature 2. Name: Position: Signature 3. Name: Position: Signature Name:>ok.Merrill Signaare of President / CEO OtheiTitle: Date: 1 1 /3//5 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. an Name of vendor who has a business relationship with local governmental entity. Backstage Library Works, Inc. Check this box if you are filing an update to a previously filed questionnaire. FORM CIO OFFICE USE ONLY Date Received (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) Name of local government officer about whom the information in this section is being disclosed. None Name of Officer This section (item 3 including subparts Al B, C, & D) must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. Signature -of vend yJdoing business with the governmental entity November 17, 2015 Date Adopted 8/7/2015 • AC®Ro CERTIFICATE OF LIABILITY INSURANCE I DATE(MM/DD/YYYY) 11/6/2015 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(les) 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 endorsement(s). PRODUCER ISU-Wiseman Insurance P.O. Box 1486 Provo INSURED Backstage 25 E 1700 Provo COVERAGES UT 84603 Library Works, 8 Inc. NACONTACT Stephanie Hutchings rat. (801) 377-3060 I Fax [A?G,No(A/C.Nol: (801)315-7327 ADDRESS:steph@wisemaninsurance.com INSURER(S) AFFORDING COVERAGE INSURER A :Travelers INSURER B :Travelers INSURER C :Travelers INSURER D :Travelers INSURER E: UT 84606-6157 INSURERF: Indemnity Co of IL indemnity of America Prop/Cas Co of Am. 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 'ADOL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INRq WVD POLICY NUMBER IMMIDJ/YYYYI ( M/DD LIMITS X I COMMERCIAL GENERAL LIABILITY NAIL # 39357 25679 25666 A B CLAIMS -MADE X OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PRO- JECT OTHER: AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED _ AUTOS HIRED AUTOS A X UMBRELLA LIAB C A LOC SCHEDULED AUTOS NON -OWNED AUTOS EXCESS LIAB DED 1 I RETENT ON $ WORKERS COMPENSATION AND EMPLOYERS LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) It yes, describe under DESCRIPTION OF OPERATIONS below Errors & Omissions with CERTIFICATE NUMBER:2015-2016 Liability Cart OCCUR CLAIMS -MADE YIN Network Security Liability X ZPL12S87033-15-I5 N/A BA-82$4P672-15-TEC ZUP-12S87057-15-I5 EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ 3/1/2015 3/1/2016 MED EXP (Any one person) $ PERSONAL & ADV INJURY I $ GENERAL AGGREGATE I$ PRODUCTS - COMP/OP AGG 1 $ $ C OMBINEeDDtSINGLE LIMIT ( $ BODILY INJURY (Per person) I $ 3/1/2015 3/1/2016 BODILY INJURY (Per accident) I $ PROPERTY DAMAGE (Par accident) 3/1/2015 HTUB-6465P13-3-15 3/1/2015 ZLP-91M275020-15-I5 3/1/2015 3/1/2016 3/1/2016 3/1/2016 PIP -Basic EACH OCCURRENCE AGGREGATE I STATUTE I I ER I E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT I $ Per Occurence/Aggregate DESCRIPTION OF OPERATION&! LOCATIONS / VEHICLES (ACORD 101, Additlonai Remarks Schedule, may be attached If more apace Is required) Digitization Project CERTIFICATE HOLDER (817)392-7734 City of Fort Worth Jody Hoks 500 W 3rd Street Fort Worth, TX 76102 CANCELLATION 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000 4,000,000 1,000,000 1,000,000 1,000,000 2,000,000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE S Hutchings/STEPH /,r"r9J,lir4.0rwi 71- l7 it4:4406, ACORD 25 (2014/01) INS025 (201401) 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD G. H. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, cover- age for any injury damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force Property Damage - Exception To Expected Or Intended In- jury Exclusion B. Non -Owned Watercraft Less Than 75 Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. Increased Supplementary Payments F. Who Is An Insured - Employees And Volunteer Workers - First Aid Who Is An Insured - Employees - Su- pervisory Positions Who Is An Insured - Newly Acquired Or Formed Organizations Blanket Additional Insured - Owners, Managers Or Lessors Of Premises PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE - EXCEPTION TO EXPECTED OR INTENDED INJURY EXCLUSION The following replaces Exclusion a., Ex- pected Or Intended injury, in Paragraph 2., of SECTION I - COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: a. Expected Or Intended Injury Or Damage "Bodily Injury" or 'property dam- J. Blanket Additional Insured - Lessors Of Leased Equipment K. Blanket Additional Insured - Persons Or Organizations For Your Ongoing Opera- tions As Required By Written Contract Or Agreement Blanket Additional Insured - Broad Form Vendors M. Who Is An Insured - Unnamed Subsidi- aries L. N. 0. P. 0. R. Who Is An Insured - Liability For Con- duct Of Unnamed Partnerships Or Joint Ventures Medical Payments - Increased limits Contractual Liability - Railroads Knowledge And Notice Of Occurrence Or Offense Unintentional Omission S. Blanket Waiver Of Subrogation B. age" expected or intended from the standpoint of the insured. This exclu- sion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. NON -OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Paragraph (2) of Exclusion gs, Aircraft, Auto Or Watercraf t, in Paragraph 2. of SECTION I - COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: CG D4 17 01 12 a 2012 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 6 (2) A watercraft you do not own that is• (a) Less than 75 feet long; and (b) Not being used to carry any per- son or property for a charge. C. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft, Auto Or Watercraft , in Paragraph 2. of SECTION I - COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any in- sured; (b) Not owned by any insured; and (C) Not being used to carry any person or property for a charge. D. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the excep- tions in Exclusion J., Damage To Property in Paragraph 2 of SECTION 1 COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted. 2. The following replaces the last paragraph of Paragraph 2., Exclu- sions, of SECTION I - COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Exclusions c., g. and h., and Para- graphs (1) (3) and (4) of Exclusion J., do not apply to "premises damage". Exclusion I (1)(a) does not apply to 'premises damage" caused by fire unless Exclusion I. of Section I - Coverage A - Bodily Injury And Property Damage Liability is re- placed by another endorsement to this Coverage Part •that has Exclu- sion - All Pollution Injury Or Dam- age or Total Pollution Exclusion in its title. A separate limit of insur- ance applies to 'premises damage" as described in Paragraph 6. of Sec- tion 111 - Limits Of Insurance. 3. The following replaces Paragraph 6. of SECTION III - LIMITS OF INSURANCE: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: E. a. The amount shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part 4. The following replaces Paragraph a. of the definition of 'insured contract" in the DEFINITIONS Section: a. A contract for a lease of premises. However, that portion of the con- tract for a lease of premises that indemnifies any person or organiza- tion for "premises damage" is not an "insured contract", 5. The following is DEFINITIONS Section: ' Premises damage" damage" to: added means to the "property a. Any premises while rented to you or temporarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you if you rent such premises for a pe- riod of seven or fewer consecutive days. 6. The following replaces Paragraph 4 b.(1)(b) of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for "premises damage"; or 7. Paragraph 4.11.(1)(c) of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is deleted. INCREASED SUPPLEMENTARY PAYMENTS 1. The fallowing replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS - COVERAGES A AND B of SECTION 1 - COVERAGE& b. Up to $2,500 for cost of bail bonds required because of acci- dents or traffic law violations aris- ing out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS - COVERAGES A AND B of SECTION I - COVERAGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense Page 2 of 6 o 2012 The Travelers Indemnity Company. All rights reserved. CD D4 17 01 12 Indudes copyrighted material of Insurance Services Office. Inc. with its permission. of the claim or "suit" including actual loss of earnings up to $500 a day because of time off from work. F. WHO IS AN INSURED - EMPLOYEES AND VOLUNTEER WORKERS - FIRST AID 1. The following is added to the defi- nition of "occurrence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, ' occurrence" also means an act or omission committed by any of your "em ployees" or "volunteer workers", other than an employed or volunteer doctor, in providing or failing to provide first aid or "Good Samari- tan services" to a person. 2, The following is added to Paragraph 2 a.((1) of SECTION II - WHO IS AN INSURER Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 )(a) (b) (c) and (d) above do not ap- ply to "bodily injury" arising out of provid illy or failing to provide first aid or "Good Samaritan services" by any of your "employees" or 'volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samari- tan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following is added to Paragraph 5. of SECTION 111 - LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions commit- ted by any of your "employees" or 'volunteer workers' in providing or failing to provide first aid or "Good Samaritan services" to any one per- son will be deemed to be one "oc- currence . 4. The following is added to the DEFINITIONS Section: "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. G. WHO IS AN INSURED - EMPLOYEES - SUPERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION II - WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" or "personal In- jury" to a co -"employee" in the course of the co -"employee's" employment by you arising out of work by any of your 'em ployees" who hold a supervisory position. H. WHO IS AN INSURED - NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replaces Paragraph 4. of SECTION II - WHO IS AN INSURED of the Commercial General Liability Coverage Form, and Paragraph 3. of SECTION 11 - WHO IS AN INSURED of the Global Com- panion Commercial General Liability Cov- erage Form, to the extent such coverage forms are part of your policy: Any organization you newly acquire or form, other than a partnership or joint venture of which you are the sole owner or in which you maintain the majority ownership interest, will qualify as a Named Insured if there is no other insur- ance which provides similar coverage to that organization. However a. Coverage under this provision is af- forded only: (1) Until the 180th day after you ac- quire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it, or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization In writing to us within 180 days after you acquire or form It and we agree in writing that it will continue to be a Named Insured until the end of the policy period; b. Coverage A does not apply to "bodily injury' or "property damage" that oc- curred before you acquired or formed the organization; and a. Coverage B does not apply to "per- sonal injury" or "advertising injury" arising out of an offense committed before you acquired or formed the or- ganization. CG D4 17 01 12 0 2012 The Travelers Indemnity Company. Atl rights reserved, Includes copyrighted material of Insurance Servloes Office, Inc. with Its permission. Page 3 of 6 I. BLANKET ADDITIONAL INSURED - OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to li- ability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such prem- ises owner, manager or lessor does not apply to: a, Any "bodily injury" or "property damage" caused by an "occurrence" that takes place or "personal in- jury" or "advertising injury" caused by an offense that is committed after you cease to be a tenant in that premises; or b. Structural alterations, new construc- tion or demolition operations per- formed by or on behalf of such premises owner, manager or lessor. J. BLANKET ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT The following is added to SECTION II WHO IS AN INSURED Any person or organization that is an equipment lessor is an insured, but only with respect to liability for ' bodily in- jury ', "property damage", "personal in- jury' or "advertising injury" caused, in whole or in part, by your acts or omis- sions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily in- jury" or "property damage" caused by an "occurrence" that takes place, or "per- sonal injury' or "advertising Injury" caused by an offense that is committed, after the equipment lease expires. K. BLANKET ADDITIONAL INSURED - PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is .added to SECTION II - WHO IS AN INSURED Any person or organization that is not otherwise an insured under this Cover- age Part and that you have agreed in a written contract or agreement to in- clude as an additional Insured on this Coverage Part is an insured but only with respect to liability for 'bodily in- jury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed Page 4 of 6 ® 2012 Includes copyrighted and executed that contract or agree- ment; and b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such opera- tions on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. L. BLANKET ADDITIONAL INSURED - BROAD FORM VENDORS The following is added to SECTION II - WHO IS AN INSURED Any person or organization that is a ven- dor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to li- ability for 'bodily injury' or "property damage" that: a. Is caused by an ' occurrence" that takes place after you have signed and exe- cuted that contract or agreement; and b. Arises out of "your products" which are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are Tess. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not author- ized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of inspec- tion, demonstration testing, or the substitution of parts under instruc- tions from the manufacturer, and then repackaged in the original con- tainer; (4) Any failure to make such inspec- tions, adjustments, tests or servic- ing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of ' your products"; The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 material of Insurance Services Office, Inc. with its permission. (5) Demonstration, installation, ser- vicing or repair operations, ex- cept such operations performed at such vendor's premises in connection with the sale of 'your products '; or (6) 'Your products' which, after dis- tribution or sale by you, have been labeled or relabeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: a Any person or organization from whom you have acquired "your products", or any ingredient part or container entering into, accompany- ing or containing such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. M. WHO IS AN INSURED - UNNAMED SUBSIDIARIES The following is added to SECTION 11 WHO IS AN INSURE" Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured In the Dec- larations is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidi- ary on the first day of the policy period; and b. Such subsidiary is not an insured under similar other insurance. N o such subsidiary Is an Insured for bodily injury" or "property damage" that occurred, or "personal injury" or 'advertising injury" caused by an of- fense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. N. WHO IS AN INSURED - LIABILITY FOR CONDUCT OF UNNAME D PARTNERSHIPS OR JOINT VENTURES The following replaces the last para- graph of SECTION II - WHO IS AN INSURED: N o person or organization is an insured with respect to the conduct of any cur- rent or past partnership or joint venture that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under Section I) - Who Is An In- sured. 0. MEDICAL PAYMENTS - INCREASED LIMITS The following replaces Paragraph 7. of SECTION III - LIMITS OF INSURANCE: 7. Subject to 5. above, the Medical Ex- pense Limit is the most we will pay under Coverage C for all medical ex- penses because of "bodily injury sus- tained by any one person, and will be the higher of: (a) $10 000; or (b) The amount shown on the Declara- tions of this Coverage Part for Medical Expense Limit. P. CONTRACTUAL LIABILITY - RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" In the DEFINITIONS Section: c. Any easement or license agree- ment; 2. Paragraph 1.(1) of the definition of "In- sured contract' in the DEFINITIONS Sec- tion is deleted. 0. KNOWLEDGE AND NOTICE OF OCCURRENCE 0R OFFENSE The following is added to Paragraph 2.1 Dulles In The Event of Occurrence, Offense, Claim or Sult of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section 11 - Who is An Insured: (1) Notice to us of such 'occurrence" o r offense must be given as soon as practicable only after the "oc- currence" or offense is known to you (if you are an individual), any o f your partners or members who is an individual (if you are a part- n ership or joint venture), any of your managers who is an individual (if you are a limited liability com- pany), any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organiza- tion other than a partnership joint venture limited liability company or trust) or any "employee' author- CG D4 17 01 12 @ 2012 The Travelers indemnity Company. All rights reserved. Page 5 of 6 includes copyrighted material of Insurance Services office, Inc. with its permisslnn. (3) 'zed by youto give notice of an 'occurrence" or offense. (2) If you are a partnership, joint venture, limited liability company o r trust, and none of your part- ners, joint venture members, managers or trustees are indi- ✓ iduals, notice to us of such 'occurrence" or offense must be given as soon as practicable only after the "occurrence" or o ffense is known by: (a) Any individual who is: (I) A partner or member of any partnership or joint venture; (U) A manager of any limited liability company; (ill)A trustee of any trust; or (iv) An executive officer or director of any other or- ganization; that is your partner, joint venture member manager or trustee; or (it) Any "employee" authorized by such partnership, joint venture, limited liability com- pany, trust or other organiza- tion to give notice of an "occurrence" or offense. Notice to us of such 'occur- rence" or offense wilt be deemed to be given as soon as practicable if it Is given in good faith as soon as practicable to your workers' compensation in- surer. This applies only if you subsequently give notice to us of the 'occurrence" or offense as soon as practicable after any o f the persons described In Paragraphs e. (1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply, However, If this policy includes an en- dorsement that provides limited cover- age for ' bodily injury" or "property damage" or pollution costs arising out of a discharge release or escape of "pollutants" which contains a require- ment that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. R. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Representations of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or uninten- tional error in any information provided by you which we relied upon in issuing this policy will not prejudice your rights u nder this insurance. However, this pro- ✓ ision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws o r regulations. S. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph Transfer Of Rights Of Recovery Against Oth- ers To Us, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: if the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organiza- tion, we waive our right of recovery against such person or organization, but only for payments we make because of. a. "Bodily injury" or "property damage" caused by an "occurrence" that takes place; or b. 'Personal injury" or "advertising in- jury" caused by an offense that is committed; subsequent to the execution of the con- tract or agreement. Page 6 of 6 ® 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office, Inc. with Its permission.