HomeMy WebLinkAboutContract 46565 City Secretary Contract No. SCJ
FORTWOUTHS
PERSONAL SERVICES AGREEMENT
(Library)
This PERSONAL SERVICES AGREEMENT("Agreement")is made and entered into by and between
the CITY OF FORT WORTH (the "City"), a Texas home-rule municipal corporation, and The Reading
Connection,LLC("Consultant"or"Contractor"),a 501(c)(3).City and Consultant are each individually referred
to herein as a"party"and collectively referred to as the"parties."
CONTRACT DOCUMENTS:
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The Contract documents shall include the following:
J 1. This Agreement for Personal Services
2. Exhibit"A"—Statement of Work plus any amendments to the Statement of Work
3. Exhibit`B"—Payment Schedule
4. Exhibit"C"—Signature Verification Form
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 Personal Services Agreement shall control.
The term "Consultant" or "Contractor" shall include the Consultant or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors. The term "City" shall include its officers,
employees,agents,and representatives.
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1. Scope of Services.
Consultant hereby agrees,with good faith and due diligence,to provide the City with professional consulting
services for devising and evaluating curricula, learner objectives, lesson plans and rubrics to improve the Library's
j youth-education programs. Specifically, Consultant 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." Consultant shall perform the Services in accordance with standards in the industry for the same or
similar services. In addition, Consultant 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
M conditions of this Agreement shall control.
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2. Term.
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This Agreement shall commence upon April 6, 2015, ("Effective Date") and shall expire no later than
August 31,2015,("Expiration Date"),unless terminated earlier in accordance with the provisions of this Agreement
0 or otherwise extended by the parties.This Agreement may be renewed three times upon mutual written consent of
the parties, each a"Renewal Term."The City shall provide Consultant with written notice of its intent to renew at
least thirty(30)days prior to the end of each term.
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3. Compensation.
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The City shall pay Consultant an amount not to exceed$20,000.00 in accordance with the provisions of
this Agreement and Exhibit f°B," Payment Schedule, which is attached hereto and incorporated herein for all
purposes. Consultant 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 Iiable for any
additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in
writing. City agrees to pay all invoices of Consultant within thirty (30) days of receipt of such invoice.Consultant
may charge interest on late payments not to exceed one percent(1%).
4. Termination.
4.1. Convenience. Either the City or Consultant 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 29 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 Consultant 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 Consultant for services actually rendered up to the
effective date of termination and Consultant 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, Consultant shall provide the City with copies of all completed or partially completed
documents prepared under this Agreement.In the event Consultant has received access to City information or data
! as a requirement to perform services hereunder, Consultant shall return all City provided data to the City in a
machine readable format or other format deemed acceptable to the City.
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5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure
in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement.In
I the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees
{ immediately to make full disclosure to the City in writing.
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5.2 Confidential Information. The City acknowledges that Consultant may use products, materials, or
methodologies proprietary to Consultant. The City agrees that Consultant'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. Consultant,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.
I 5.3 Unauthorized Access. Consultant 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.
Consultant 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, Consultant shall, in good faith, use all
commercially reasonable efforts to cooperate with 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.
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6. Right to Audit.
Consultant 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 Consultant involving transactions relating to this Agreement at no additional cost to the
City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant
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 Consultant not less than 10 days written notice of any intended
audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect
that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the
subcontract,have access to and the right to examine at reasonable times any directly pertinent books,documents,
papers and records of such subcontractor involving transactions related to the subcontract, and further that City
shaII have access during normal working hours to all subcontractor facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall
give subcontractor not less than 10 days written notice of any intended audits.
7. Independent Contractor.
It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all
j rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in
1 accordance with the conditions and provisions of this Agreement, Consultant 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. Consultant acknowledges that the doctrine
of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and
Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees
that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and
Consultant. . It is further understood that the City shall in no way be considered a Co-employer or a Joint
1 employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither
Consultant,nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any
employment benefits from the City. Consultant 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 - CONSULTANT 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
I THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
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B. INDEMNIFICATION - CONSULTANT 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 HIND OR
CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'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 CONSULTANT, ITS OFFICERS, AGENTS, SUBCONTRACTORS,
I SERVANTS OR EMPLOYEES.
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9. Assisnment and Subcontracting.
Consultant 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 Consultant under which the assignee agrees to be bound by the duties
and obligations of Consultant under this Agreement. The Consultant 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 shall execute a written agreement with the Consultant referencing this Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such
duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such
subcontract.
10. INSURANCE.
10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to do business
in Texas or otherwise approved by the City:
I 1. Commercial General Liability
j a.Combined limit of not less than$250,000 per occurrence;$1 million aggregate or
b.Umbrella Coverage in the amount of$1,000,000.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.
l 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 $100,000 per
j occurrence.
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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
I 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.
5. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be
delivered to and approved by the City's Risk Management Division prior to execution of this Agreement.
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11. Compliance with Laws,Ordinances,Rules and Regulations.
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Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and
regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations,
Consultant shall immediately desist from and correct the violation.
j 12. Non-Discrimination Covenant.
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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.
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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 Maieure.
The City and Consultant 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.
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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.
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22. Amendments.
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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 of each party.
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23. Entirety of Agreement.
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This Agreement, including any exhibits attached hereto and any documents incorporated herein by
reference, contains the entire understanding and agreement between the City and Consultant, their assigns and
successors in interest,as to the matters contained herein.Any prior or contemporaneous oral or written agreement
I` is hereby declared null and void to the extent in conflict with any provision of this Agreement.
f 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.
Consultant 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
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jdate that the services are completed. In such event, at Consultant's option, Consultant 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 Consultant for the nonconforming services.
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{ 27. Network Access.
27.1 City Network Access. If Consultant, and/or any of its employees, officers, agents, servants or
I subcontractors(for purposes of this section"Consultant Personnel"),requires access to the City's computer network
in order to provide the services herein, Consultant shall execute and comply with the Network Access Agreement
which shall be provided at the start of negotiations and incorporated herein for all purposes.
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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. Consultant shall
verify the identity and employment eligibility of all employees who perform work under this Agreement.Consultant
shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting
I 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.
Consultant 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. Consultant shall provide City with a certification
letter that it has complied with the verification requirements required by this Agreement.Consultant 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 Consultant.
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29. Signature Authority.
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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 Consultant 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
I or any amendment hereto.
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IN WITNESS WHEREQF,the parties hereto have executed this Agreement in multiples
f this__L_day of rl l , 201
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ACCEPTED AND AGREED: ACCEPTED AND AGREED:
CITY OF FORT WORTH: NAME OF CONSULTANT:
By: o.9-�' By:
Rudy Jackson Dr.Kary Joh son
Assistant City Manager Clinicaire�torand Owner
Date: `�-/-!$ Date:
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Fop
ATTES �� ®oo� AT
TE T
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Mary J.Kayse $ ob$� Chris Dennis
City Secretary R}� �o Assistant Library Director
! APPROVED AS TO FORM AND LEGALITY:
By: _
{ Paige ebane
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: M&C No.
Date Approved:Date
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I OFFICIAL RECORD
CITY SECRETARY
FI'.WORTH,TX i
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EXHIBIT"A"
i STATEMENT OF WORK
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� Scope of Work/Project Deliverables
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! 0 Observe and assess six existing library programs related to language arts and/or science.Evaluate each
program,providing lesson plans,recommendations for improvement and instruments for assessing program
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effectiveness.
• Work with the library's employees to develop a detailed process for planning future programs,including
timelines and processes for generating program ideas and making final selections.
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• Develop a total of 48 programs that address the following:
- Develop one series consisting of eight programs for prekindergarten-age children and their parents that
vertically aligns curriculum and exemplar instructions.The series should address elements of the TEA's
Prekindergarten Guidelines for the Emergent Literacy Reading skill domain,including learning
9 objectives,detailed lesson plans,learning outcomes and instruments for assessing program effectiveness.
! Must demonstrate two programs to library employees.
- Develop one series consisting of eight programs for prekindergarten-age children and their parents that
vertically aligns curriculum and exemplar instructions.The series should address elements of the TEA'S
Prekindergarten Guidelines for the Science skill domain,including learning objectives,detailed lesson
plans,learning outcomes and instruments for assessing program effectiveness.Must demonstrate two
programs to library employees.
- Develop one series consisting of eight programs for children ages five through seven years old and their
parents that vertically aligns curriculum and exemplar instructions.The series should address elements of
the English Language Arts and Reading TEKS,including learning objectives,detailed lesson plans,
learning outcomes and instruments for assessing program effectiveness.Must demonstrate two programs to
library employees.
j - Develop one series consisting of eight programs for children ages five through seven years old and their
parents that vertically aligns curriculum and exemplar instructions.The series should address elements of
f the Science TEKS,including learning objectives,detailed lesson plans,learning outcomes and instruments
for assessing program effectiveness.Must demonstrate two programs to library employees.
- Develop one series consisting of eight programs for children ages eight through 10 years old and their
parents that vertically aligns curriculum and exemplar instructions.The series should address elements of
the English Language Arts and Reading TEKS,including learning objectives,detailed lesson plans,
learning outcomes and instruments for assessing program effectiveness.Must demonstrate two programs to
library employees.
- Develop one series consisting of eight programs for children ages eight through 10 years old and their
parents that vertically aligns curriculum and exemplar instructions.The series should address elements of
the Science TEKS,including learning objectives,detailed lesson plans,learning outcomes and instruments
for assessing program effectiveness.Must demonstrate two programs to library employees.
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jEXHIBIT"B"
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PAYMENT SCHEDULE
jThe City of Fort Worth will issue payment in five monthly installments of$4,000.00 each,payable on the 20th of
I each month,beginning April 20,2015,and ending August 20,2015.
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EXHIBIT"C"
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VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company:The Reading Connection,LLC
Legal Address:3145 McCart Avenue,Fort Worth,TX 76110
Services to be provided: See Exhibit"A"
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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.
f1. Name: I<
Position: 0 V0
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Signature
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2. Name:
Position:
Signature
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3. Name:
Position:
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Signature
1 Name:
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Signature of s}'den t/CEO
Other Title: \Oxy J Oar 1Yl s�t�
Date: LA
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