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HomeMy WebLinkAboutContract 47246 r✓ p0 FORTWORTHO• 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. Scope 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. j Backstage Library Works lf0,h`w� ;;�' �,,,,,,� �',(, ,! Professional Services Agreement-Library Page 1 of 17 r f Rev.01/2015 7; 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 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. 6. Right 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. Independent 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 respondeat 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, Rulcs 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: TO CONTRACTOR: City of Fort Worth Name: Backstage Library Works Attn: Jody Hoks—FWPL Archives Attn: Christle Chumney 500 W. 3rd Street Address: 25 E 1700 South Fort Worth TX 76102 Provo, UT 84606 Facsimile: (817) 392-7734 Facsimile: 801-356-8220 With Copy to the City Attorney at same address 14. Solicitation of Employees. 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 Maieure. 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 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. I„�WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of 6 i a 20,/ . ACCEPTED AND AGREED: CITY OF FORT WORTH: BACKSTAGE LIBRARY WORKS: Fernando Costa Ryan M Assistant City Manager Controller Date: /h 7 46E Date: 6 C OR ATTES By: S Maly J. Ka r City S ecretary APPRO D S TO FORM ND EGALITY: Guil eimo (Will) S. Trevino Assistant City Attorney CONTRACT AUTHORIZATION: M&C: Not Required. Date Approved: None .s i F t�/Is yy14 r ° °�hr r,vn ✓l��^1Vrr ;4 j� ��E%�a„ 4 f f Backstage Library Works Professional Services Agreement-Library Page 10 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, disbanding 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. S. 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 Scanning of material at 300ppi up to 4.5" x 6.5" (verso $0.73 450 $328.50 and recto) OCR services- PDF+txt file $0.04 450 $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 Mmaterial at 300ppi up to 16"x20" $0.48 1,100 7M$528.00 OCR services- PDF+txt file $0.04 1,100 1 $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 e a e t +r " 1 + • " ` Scanning of material at 300ppi up to 16"x20" (recto $0.56 178 $99.68 and verso) OCR services- PDF+txt file $0.04 178 $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 t i • • • f d e e e Scanning of material at 300ppi up to 32"x 24" $0.85 375 $318.75 OCR services-PDF+txt file $0.04 375 $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 disbinding any scrapbook. Estimated completion time: 15 days from receipt of material Flatten material with glass $0.10 perscan TBD Manually crop images $0.05 per scan TBD Page level quality assurance OR metadata $0.15 per scan TBD JPEG orJPEG2000 images INCLUDED Special handling(including disbinding), per hour $45.00 per hour TBD Deliver files on portable 1TB hard drive $100.00 perdelivery TBD Pack client materials $15.00 perbox TBD Return shipment of material ACTUAL 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. 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 Ful l Legal Name of Company:l` c kS k4 Ga6r�r�;, �- Legal Address: 15 ��5� l 7t-1' �i` erwv Uj—gq(p o Services to be provided:p[914ilctk7A 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:� C..✓1/,�yM4� Position:(Lm�-rol I-/ Signat re 2. Name: Position: Signature 3. Name: Position: Signature r Signer( re of President/CEO Other itle: Date: 1 1131115 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176,Local Government Code, Date Received 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. Name of vendor who has a business relationship with local governmental entity. Backstage Library Works, lnc, 2 j F] Check this box If you are filing an update to a previously filed questionnaire. (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.) 31 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 A, 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 CIO 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? F-1 Yes F-1 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? F-1 Yes F-1 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? EJ Yes F-1 No D. Describe each employment or business and family relationship with the local government officer named in this section. November 17, 2015 SlgnatTa7f vendor oing business with the governmental entity Date Adopted 8/7/2015 k. CERTIFICATE OF LIABILITY INSURANCE FDATE_t6/ D/Y 5 `..�� 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(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 endorsement(s). PRODUCER NAME: Stephanie Hutchings ISU-Wiseman Insurance PHONE (801)377-3060 FAX o A/C No:(801)375-7327 ADDRESS'3teph(w].Semaninsurance.com P.O. Box 1486 INSURERS AFFORDING COVERAGE NAIC0 Provo UT 84603 INSURERA:Travelers 39357 INSURED INSURERB:Travelers Indeimity CO of IL 25674 Backstage Library Works, Inc. INSURERC:Travelers Indemnity of America 25666 25 E 1700 8 INSURER D:Travelers Pro Cas Co of Am. INSURER E: Provo UT 84606-6157 INSURER F: COVERAGES CERTIFICATE NUMBER:2015-2016 Liability Cart 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. 1LTR TYPE OF INSURANCE D R POLICY NUMBER MMIODY EPF POLICY EXP LIMITS X I COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS MADE OCCUR DAMA ED 300,000 A PREMISES Ea occurrence S_ X ZPL12SB7033-15-I5 3/1/2015 3/1/2016 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY❑PRO LOC 2 0 JECT PRODUCTS $ , 00,000 OTHER: I S AUTOMOBILE LIABILITY COMBINED SINGLE UMrr Ea accident $ 1,000,000 B X ANY AUTO BODILY INJURY(Per person) $ AUTOS SCHEDULED RA-8284P672-15-TEC 3/1/2015 3/1/2016 BODILY INJURY Per accident) $ AUTOS AUTOS ( NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS Per eccideM $ PIP-Basic $ A X UMBRELLALIAB H OCCUR ZUP-12SB7057-15-15 3/1/2015 3/1/2016 EACH OCCURRENCE $ 4,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION PER TH- AND EMPLOYERS'LIABILITY YIN STATUTE I OR ANY PROPRIETORIPARTNERIE(ECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICERIMEMBER EXCLUDED? F NIA C (Mandatory In NH) HTUB-8465P13-3-15 3/1/2015 3/1/2016 E.L.DISEASE-EA EMPLOYEd$ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 11000,000 A Errors & Omissions with ZLP-91M275020-15-25 3/1/2015 3/1/2016 PerOccurence/Aggregate 2,000,000 Network Security Liability DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks schedule,may be attached If more apace Is required) Digitization Project CERTIFICATE HOLDER CANCELLATION (817)392-7734 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Fort Worth THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Jody Hoks ACCORDANCE WITH THE POLICY PROVISIONS. 500 W 3rd Street Fort Worth, TX 76102 AUTHORIZED REPRESENTATIVE S Hutchings/STEPH �' �7Ltit t icC�Q� O 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 26(2014/01) The ACORD name and logo are registered marks of ACORD INS026(201401) 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 - J. Blanket Additional Insured - Lessors Of Exception To Expected Or Intended In- Leased Equipment jury Exclusion B. Non-Owned Watercraft Less Than 75 K. Blanket Additional Insured - Persons Or Feet Organizations As r Ongoing Requi ed By Written Opera- tions Or Agreement C. Aircraft Chartered With Pilot L. Blanket Additional Insured - Broad Form Vendors D. Damage To Premises Rented To You M. Who Is An Insured - Unnamed Subsidi- aries E. Increased Supplementary Payments N. Who Is An Insured - Liability For Con- duct Of Unnamed Partnerships Or Joint Ventures F. Who Is An Insured - Employees And 0. Medical Payments - Increased limits Volunteer Workers - First Aid g, Who Is An Insured - Employees - Su- p, Contractual Liability - Railroads pervisory Positions H. Who Is An Insured - Newly Acquired Or O, Knowledge And Notice Of Occurrence Formed Organizations Or Offense L Blanket Additional Insured - Owners, R. Unintentional Omission Managers Or Lessors Of Premises S. Blanket Waiver Of Subrogation PROVISIONS age" expected or intended from the A. REASONABLE FORCE PROPERTY DAMAGE - standpoint of the insured. This exclu- sion TO EXPECTED OR INTENDED or does not apply to "bodily injury" INJURY EXCLUSION or "property damage" resulting from the use of reasonable force to protect The following replaces Exclusion a., EX- any person or property. peeled Or Intended Injury, in Paragraph 2., B. NON-OWNED WATERCRAFT LESS THAN 75 of SECTION I - COVERAGES - COVERAGE FEET A BODILY INJURY AND PROPERTY DAMAGE The following replaces Paragraph 2 of LIABILITY: Exclusion ([., Aircraft,p Auto Or Watercraf t, in a. Expected Or Intended Injury Or Damage Paragraph 2. of SECTION I - COVERAGES - "Bodily injury" or "property dam- COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: CG D4 17 01 12 ® 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of insurance Services office, Inc, with Its permission. (2) A watercraft you do not own that a. The amount shown for the is: Damage To Premises Rented To (a) Less than 75 feet long; and You Limit on the Declarations of this Coverage Part; or (b) Not being used to carry any per- b. $300,000 if no amount is shown son or property for a charge. for the Damage To Premises C. AIRCRAFT CHARTERED WITH PILOT Rented To You Limit on the Declarations of this Coverage The following is added to Exclusion g., Part. Aircraft, Auto Or Watercraft , in Paragraph 4. The following replaces Paragraph a. of COVERAGE A BODILY INJURY AND 2. of SECTION I - COVERAGES - the definition p of "insured contract" in the DEFINITIONS Section: PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an a. A contract for a lease of premises. aircraft that is: However, that portion of the con- tract for a lease of premises that (a) Chartered with a pilot to any in- indemnifies any person or organiza- sured; tion for "premises damage" is not (b) Not owned by any insured; and an "insured contract'; (C) Not being used to carry any person 5. The following is added to the or property for a charge. DEFINITIONS Section: D. DAMAGE TO PREMISES RENTED TO YOU "Premises damage" means "property damage" to: 1. The first paragraph of the excep- a. Any premises while rented to you tions in Exclusion )., Damage To or temporarily occupied b Property, in Paragraph 2. of SECTION I with permission of the owner;or ou COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE b. The contents of any premises while LIABILITY is deleted. such premises is rented to you, if you rent such premises for a pe- 2. The following replaces the last riod of seven or fewer consecutive paragraph of Paragraph 2., Exclu- days. sions, of SECTION 1 - COVERAGES - 6. The ))((following replaces Paragraph COVERAGE A BODILY INJURY AND G.b.jl#AL) LIABILITY CONDITIONS: PROPERTY DAMAGE LIABILITY: Exclusions c., g. and h., and Para- (b) That is insurance for "premises graphs (1b (3) and (4) of Exclusion j., damage"; or do not apply to "premises damage". Exclusion f.(1)(a) does not apply to 7. Paragraph 4.b.(1)(C) of SECTION IV - "premises damage" caused by fire COMMERCIAL GENERAL LIABILITY unless Exclusion f. of Section 1 - CONDITIONS is deleted. Coverage A - Bodily Injury And E. INCREASED SUPPLEMENTARY PAYMENTS Property Damage Liability is re- placdd by another endorsement to 1. The following replaces Paragraph 1.b. this Coverage Part ,that has Exclu- of SUPPLEMENTARY PAYMENTS - sion - All Pollution Injury Or Dam- COVERAGES A AND B of SECTION I - age or Total Pollution Exclusion in COVERAGES: its title. A separate limit of insur- ance applies to "premises damage" b. Up to $2,500 for cost of bail as described in Paragraph 6. of Sec- bonds required because of acci- tion III - Limits Of Insurance. dents or traffic law violations aris- ing out of the use of any vehicle 3. The following replaces Paragraph 6. to which the Bodily Injury Liability of SECTION III - LIMITS OF Coverage applies. We do not have INSURANCE: to furnish these bonds. 6. Subject to 5. above, the Damage 2. The following replaces Paragraph 1.d. To Premises Rented To You of SUPPLEMENTARY PAYMENTS - Limit is the most we will pay COVERAGES A AND B of SECTION I - under Coverage A for damages COVERAGES: because of "premises damage" to any one premises. d. All reasonable expenses incurred by The Damage To Premises Rented the insured at our request to assist To You Limit will be: us in the investigation or defense Page 2 of 6 ® 2012 The Travelers Indemnly Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services OHloe, Inc, with Its perniWon, of the claim or "suit", including 0. WHO IS AN INSURED - EMPLOYEES - actual loss of earnings up to SUPERVISORY POSITIONS a day because of time off from work. The following is added to Paragraph 2.a. from of SECTION H - WHO IS AN INSURED: (� F .WHO IS AN INSURED - EMPLOYEES AND VOLUNTEER WORKERS - FIRST AID Paragraphs (1)(a), (b) and (C) above do not 1. The following is added to the deft- apply to "bodily injury" or "personal in- 9 jury" to a co-"employee" in the course of nition of "occurrence" in the the co-"employee's" employment by you DEFINITIONS Section: arising out of work by any of your "em- Unless you are in the business or ployees" who hold a supervisory position. occupation of providing professional H. WHO IS AN INSURED - NEWLY ACQUIRED OR health care services, "occurrence" FORMED ORGANIZATIONS also means an act or omission committed by any of your "em- The following replaces Paragraph 4. of ployees" or "volunteer workers", SECTION II - WHO IS AN INSURED of the other than an employed or volunteer Commercial General Liability Coverage doctor, in providing or failing to Form, and Paragraph 3. of SECTION 11 - provide first aid or "Good Samari- WHO IS AN INSURED of the Global Com- tan services" to a person. panion Commercial General Liability Cov- 2. The following is added to Paragraph erage Form, to the extent such coverage 2.a.(1) of SECTION 11 - WHO IS AN forms are part of your policy: INSURED: Any organization you newly acquire or form, other than a partnership or joint Unless you are in the business or venture, of which you are the sole owner occupation of providing professional or in which you maintain the majority health care services, Paragraphs (1 ownership interest, will qualify as a )(a),(b) (C) and (d) above do not ap- Named Insured if there is no other insur- ply to "bodily injury" arising out of ance which provides similar coverage to providing or failing to provide first that organization. However: aid or "Good Samaritan services" by any of your employees or a. Coverage under this provision is af- "volunteer workers", other than an forded only: employed or volunteer doctor. Any of your "employees" or "volunteer (1) Until the 180th day after you ac- workers" providing or failing to quire or form the organization or provide first aid or "Good Samari- the and of the policy period, whichever is earlier, if you do tan services" during their work hours for you will be deemed to be report such organization writing not acting within the scope of their ac us within 180 days after you b acquire or form it; or employment y you or performing duties related to the conduct of (2) Until the end of the policy period, your business. when that date is later than 180 3. The following is added to Paragraph days after you acquire or form 5. of SECTION 111 - LIMITS OF such organization, if you report INSURANCE: such organization in writing to us within 180 days after you acquire For the purposes of determining the or form it, and we agree in writing applicable Each Occurrence Limit, all that it will continue to be a Named related acts or omissions commit- Insured until the end of the policy ted by any of your "employees" or period; "volunteer workers" in providing or b. Coverage A does not apply to "bodily failing to provide first aid or "Good Samaritan services" to any one per- injury" or "property damage" that oc- son will be deemed to be one "oc- turfed before you acquired or formed currence". the organization; and C. Coverage B does not apply to "per- 4. The following is added to the sonal Injury" or "advertising injury" DEFINITIONS Section: arising out of an offense committed "Good Samaritan services" means before you acquired or formed the or- any emergency medical services for ganization. which no compensation is demanded or received. CG D4 17 01 12 0 2812 The Travelers Indemnity Company. Ali tights reserved, Page 3 of 8 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. I. BLANKET ADDITIONAL INSURED - OWNERS, and executed that contract or agree- MANAGERS OR LESSORS OF PREMISES ment; and The following is added to SECTION II - b. Is caused, in whole or in part, by your WHO IS AN INSURED: acts or omissions in the performance Any person or organization that is of your ongoing operations to which that contract or agreement applies or premises owner, manager lessor is s the acts or omissions of any person ability arising out of the ownership,an insured, but only with respect pect li- or organization performing such opera- maintenance or use of that part of any lions on your behalf. premises leased to you. The limits of insurance provided to such The insurance provided to such prem- insured will be the limits which you ises owner, manager or lessor does agreed to provide in the written contract not apply to: or agreement, or the limits shown in the Declarations, whichever are less. a. Any "bodily injury" or "property BLANKET ADDITIONAL INSURED - BROAD L. damage" caused by an "occurrence" that takes place, or "personal in- FORM VENDORS jury" or "advertising injury" caused The following is added to SECTION II - by an offense that is committed, WHO IS AN INSURED: after you cease to be a tenant in that premises; or Any person or organization that is a ven- b. Structural alterations, new construc- dor and that you have agreed in a written tion or demolition operations per- contract or agreement to include as an formed by or on behalf of such additional insured on this Coverage Part is an insured, but only with respect to li- ability for "bodily injury" or "property J. BLANKET ADDITIONAL INSURED - LESSORS damage" that: OF LEASED EQUIPMENT a. Is caused by an "occurrence" that takes The following is added to SECTION II - place after you have signed and exe- WHO 1S AN INSURED: cuted that contract or agreement; and Any person or organization that is an b. Arises out of "your products" which equipment lessor is an insured, but only are distributed or sold in the regular with respect to liability for "bodily in- course of such vendor's business. jury", "property damage", "personal in- The insurance provided to such vendor is jury" or "advertising injury" caused, in p whole or in part, by your acts or omis- subject to the following provisions: sions in the maintenance, operation or a. The limits of insurance use by you of equipment leased to you provided to Y such vendor will be the limits which by such equipment lessor. you agreed to provide in the written The insurance provided to such equipment contract or agreement, or the limits lessor does not apply to any "bodily in- shown in the Declarations, whichever jury" or "property damage" caused by an are less. "occurrence" that takes place, or "per- b. The insurance sonal injury" or "advertising Injury" does not apply to: provided to such vendor caused by an offense that is committed, after the equipment lease expires. (1) Any express warranty not author- K. BLANKET. ADDITIONAL INSURED - PERSONS ized by you; OR ORGANIZATIONS FOR YOUR ONGOING (2) Any change in "your products" OPERATIONS AS REQUIRED BY WRITTEN made by such vendor; CONTRACT OR AGREEMENT (3) Repackaging, unless unpacked The following is .added to SECTION 11 - solely for the purpose of inspec- WHO IS AN INSURED tion, demonstration, testing, or the Any person or organization that is not substitution of parts under instruc- otherwise an insured under this Cover- tions from the manufacturer, and age Part and that you have agreed in a then repackaged in the original con- written contract or agreement to in- tainer; clude as an additional insured on this (4) Any failure to make such inspec- Coverage Part is an insured, but only tions, adjustments, tests or servic- with respect to liability for "bodily in- ing as vendors agree to perform or jury" or "property damage" that: normally undertake to perform in a. Is caused by an "occurrence" that the regular course of business, in takes place after you have signed connection with the distribution or sale of "your products"; Page 4 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. (5) Demonstration, installation, ser- rent or past partnership or joint venture vicing or repair operations, ex- that is not shown as a Named Insured in cept such operations performed the Declarations. This paragraph does not at such vendor's premises in apply to any such partnership or joint connection with the sale of venture that otherwise qualifies as an in- "your products"; or sured under Section II - Who Is An In- (6) "Your products" which, after dis- sured. tribution or sale by you, have 0. MEDICAL PAYMENTS - INCREASED LIMITS been labeled or relabeled or The following replaces Paragraph used as a container, part or in- 9 P 7. of gredient of any other thing or SECTION III - LIMITS OF INSURANCE: substance by or on behalf of 7, Subject to 5, above, the Medical Ex- such vendor. pense Limit is the most we will pay Coverage under this provision does not under Coverage C for all medical ex- apply to: sus- tained s by any one person}, an d will be a. Any person or organization from the higher of: whom you have acquired "your products", or any ingredient, part or (a) $10,000; or container entering into, accompany- (b) The amount shown on the Declara- Ing or containing such products; or tions of this Coverage Part for Ill. Any vendor for which coverage as Medical Expense Limit. an additional insured specifically is P. CONTRACTUAL LIABILITY - RAILROADS scheduled by endorsement. M. WHO IS AN INSURED - UNNAMED 1. The following replaces Paragraph C. of SUBSIDIARIES the definition of 'insured contract" In the DEFINITIONS Section: The following is added to SECTION If - C. Any easement or license agree- WHO IS AN INSURED: ment; Any of your subsidiaries, other than a 2. Paragraph 1.(1) of the definition of "in- partnership or joint venture, that is not sured contract" in the DEFINITIONS Sec- shown as a Named Insured in the Dec- tion is deleted. larations is a Named Insured if: a. You maintain an ownership interest 0. KNOWLEDGE AND NOTICE OF OCCURRENCE OR of more than 50% in such subsidi- OFFENSE ary on the first day of the policy The following is added to Paragraph 2., period; and Dulles In The Event of Occurrence, Offense, b. Such subsidiary is not an insured Claim or Suit, of SECTION IV - COMMERCIAL under similar other insurance. GENERAL LIABILITY CONDITIONS: No such subsidiary Is an insured for e. The following provisions apply to "bodily injury" or "property damage" Paragraph a. above, but only for the that occurred, or "personal injury" or purposes of the insurance provided "advertising injury" caused by an of- under this Coverage Part to you or fense committed: any insured listed in Paragraph 1. or 2. a. Before`you maintained an ownership of Section I) - Who Is An Insured: interest of more than 50% in such (1) Notice to us of such "occurrence" subsidiary; or or offense must be given as soon practicable only after the "oc- b. After the date, if any, during the as pr „ policy period that you no longer currence or offense is known to maintain an ownership interest of you (if you are an individual), any more than 50% in such subsidiary. of your partners or members who is an individual (if you are a part- N. WHO IS AN INSURED - LIABILITY FOR nership or joint venture), any of CONDUCT OF UNNAMED PARTNERSHIPS OR your managers who is an individual JOINT VENTURES if you are a limited liability com- pany), any of your trustees who is The following replaces the last para- an individual (if you are a trust), graph of SECTION II - WHO IS AN any of your "executive officers" or INSURED: directors (if you are an organiza- tion other than a partnership, joint No person or organization is an insured venture, limited liability company with respect to the conduct of any cur- or trust) or any "employee" author- CG 04 17 01 12 0 2012 The Travelers Indenvdty Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services office, Ina with Its permisslan. Ized by you to give notice of an However, If this policy includes an en- "occurrence" or offense. dorsement that provides limited cover- (2) If you are a partnership, joint age for "bodily injury" or "property venture, limited liability company damage" or pollution costs arising out of a discharge, release or escape of or trust, and none of your part- "pollutants" which contains a require - ners, joint venture members, ment that the discharge, release or as: managers or trustees are indi- cape of "pollutants" must be reported viduals, notice to us of such to us within a specific number of "occurrence" or offense must be days after its abrupt commencement, given as soon as practicable this Paragraph e, does not affect that only after the "occurrence" or requirement. offense is known by: R. UNINTENTIONAL OMISSION (a) Any individual who is: (i) A partner or member of The following is added to Paragraph B_, any partnership m joint Represeritatl0ns, of SECTION IV venture; COMMERCIAL GENERAL LIABILITY CONDITIONS: (ti) A manager of any limited The unintentional omission of, or uninten- tional error in, any information provided by you which we relied upon in Issuing (iIQA trustee of any trust; or this policy will not prejudice your rights under this insurance. However, this pro- (1v)An executive officer or vision does not affect our right to collect director of any other or- additional premium or to exercise our ganization; rights of cancellation or nonrenewal in that is your partner, joint accordance with applicable insurance laws venture member, manager or or regulations. trustee; or S. BLANKET WAIVER OF SUBROGATION (b) Any "employee" authorized The following is added to Paragraph S., by such partnership, joint Transfer Of Rights Of Recovery Against Olh- venture, limited liability com- ers To Us, of SECTION IV - COMMERCIAL pany, trust or other organiza- GENERAL LIABILITY CONDITIONS: tion to give notice of an "occurrence" or offense. If the insured has agreed in a contract or 3 Notice to us of such "occur- agreement to waive that Insured's right of ( � recovery against any person or organiza- rence or offense will be tion, we waive our right of recovery deemed to be given as soon as against such person or organization, but practicable if it is given in good only for payments we make because of: faith as soon as practicable to your workers' compensation in- a. "Bodily injury" or "property damage" surer. This applies only if you caused by an "occurrence" that takes subsequently give notice to us place; or of the "occurrence" or offense b. "Personal injury" or "advertising In- as soon as practicable after any of the persons described in jury" caused by an offense that is " Paragraphs e. (1f or (2) above committed; 'discovers that the "occurrence" subsequent to the execution of the con- or offense may result in sums tract or agreement. to which the insurance provided under this Coverage Part may apply. Page 6 of $ ® 2012 The Travelers Indemnity Company. All rights reserved. CO D4 17 01 12 Indudes copyrighted material of insurance Services Office, Inc. with its permisslon.