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HomeMy WebLinkAboutBibliotheca LLC; 2021-09-22; PSALCA-22010LIBCity Attorney Approved Version 6/12/18 1 AGREEMENT FOR AUTOMATED MATERIAL HANDLING (AMH) AND RADIO FREQUENCY IDENTIFICATION (RFID) SYSTEM MAINTENANCE & SOFTWARE UPGRADEPSA-LCA-LIB-22-010 BIBLIOTHECA, LLC THIS AGREEMENT is entered into as of the ______________ day of _________________________, 2021, but effective as of the 1st day of September, 2021, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Bibliotheca, LLC, a Delaware limited liability company, ("Contractor"), (collectively, the “Parties”) RECITALS A.City requires the professional services that is experienced in maintaining Automated Materials Handling (AMH) and Radio Frequency Identification (RFID) systems on the both remotely and onsite. B.Contractor has the necessary experience in providing professional services and advice related to Automated Materials Handling and Radio Frequency Identification systems. Contractor also has the experience to upgrade existing system with WIN10 Kit AMH300 on site. C.Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2.STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3.TERM The term of this Agreement will be effective for a period of three (3) years from the effective date written above. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4.TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5.COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be fifty-six thousand seven hundred ninety-two and thirty-six cents ($56,792.36) for year one, thirty- eight thousand eight hundred two dollars and thirty-six cents ($38,802.36) for year two and year three of the agreement. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed forty thousand dollars ($40,000) per Agreement year. DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05Debbie Jo McCool Devin CastelDebbie Jo McCool Suzanne Smithson Ed GarboMarie Calendar Gary Barberio 22nd September City Attorney Approved Version 6/12/18 2 The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6.STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7.SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8.OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9.INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10.INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 City Attorney Approved Version 6/12/18 3 arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 City Attorney Approved Version 6/12/18 4 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11.BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12.ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13.OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14.COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15.NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Suzanne Smithson Name Mary Ziles Title Library & Cultural Arts Director Title VP of Business Development & Sales Administration Department Library & Cultural Arts Address 3169 Holcomb Bridge Road, Suite 200 City of Carlsbad Norcross, GA 30071 Address 1775 Dove Lane Phone No. 807-207-3127 Carlsbad CA 92011 Email m.zilles@bibliotheca.com Phone No. 760-602-2011 DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 City Attorney Approved Version 6/12/18 5 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16.CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 17.GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18.DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19.DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20.TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 City Attorney Approved Version 6/12/18 6 Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21.COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22.CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23.JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24.SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25.ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 City Attorney Approved Version 6/12/18 7 26.AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) GEOFF PATNOE Assistant City Manager As Authorized by the City Manager Ray Hood, Chief Executive Officer (print name/title) ATTEST: By: (sign here) For FAVIOLA MEDINA Michael Burstein, Chief Financial Officer City Clerk Services Manager (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: For CELIA A. BREWER, City Attorney BY: _____________________________ Deputy/Assistant City Attorney DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 City Attorney Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICES, EQUIPMENT AND FEES The City purchased a new material handling equipment in 2015 and has maintained the equipment per the manufacturing requirements. The City wishes to continue using the equipment’s Contractor in providing ongoing maintenance on the 40 items listed below in the equipment list. Maintenance pricing to remain constant to what was offered in previous years at $38,802.36 annually. In additional the City is requesting a one-time WIN10 Upgrade Kit with T07 control, onsite install, and full re-configuration for Georgina Cole Library at 1250 Carlsbad Village Drive, Carlsbad, CA – Automated Material Handling units (1) Patron Inductions & (1) Staff Induction. And, a WIN10 Upgrade Kit with T07 control, onsite install, and full re-configuration for Carlsbad City Library at 1775 Dove Lane, Carlsbad, CA – Automated Material Handling units (2) Patron Inductions & (1) Staff Induction. Total cost of WIN10 upgrade is $17,990. 1. CONTACT INFORMATION Contractor: Account Manager Mason Humphrey, 877-207-3127 ext. 376, m.humphrey@bibliotheca.com City: Senior Business Systems Specialist, Devin Castel, 760-602-2065, devin.castel@carlsbadca.gov Business Systems Associate, James Jones, 760-602-2068, james.jones@carlsbadca.gov Library administration general phone number: 760-602-2011 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address *Throughout COVID-19 pandemic, staff may have adjusted hours and work locations. Email may be the initial preferred method of reaching staff. 2. HEALTH & SAFETY During the COVID-19 health-related pandemic, all activities occurring at City facilities, all parties must adhere to the guidance from the state, county, and local authorities on health and safety protocols. City staff will inform Contractor what the current guidelines are prior to their arrival and entering any City facility. Safety protocols may include, but are not limited to, hand washing, temperature testing, requiring face covering, maintaining physical distancing of six (6) feet. The safety protocols may be modified at any time due to changing rules, regulations or circumstances. 3. OWNERSHIP OF DATA Contractor does not own any data, information or material that is submitted to the Software ("Customer Data"). The City, not Contractor, shall have sole responsibility for accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 City Attorney Approved Version 6/12/18 9 all Customer Data, and Contractor shall not be responsible or liable for the deletion, correction, destruction, damage, loss, and failure to store any Customer Data. 4. NON-DISCLOSURE Contractor will not use City's Customer Data for purposes other than those necessary to directly further the purposes of the Agreement. Contractor shall not disclose to third parties Customer Data without the prior written consent of the non-disclosing party. 5. PRIVACY Comprise acknowledges that the SCOTTSDALE INSURANCE COMPANY® PRIVACY PLUS COVERAGE, which includes the PCI Advantage Insurance Program is currently in force and agrees to continue the same or equivalent in force throughout the term of this agreement. Comprise agrees to provide library with an endorsement to the policy which provides for advance notification to library if the policy is terminated. 6. TERMS AND CONDITIONS OF SUPPORT AND MAINTENANCE 6.1 Billing cycle for support and maintenance. will be on an annual basis beginning with the anniversary of the Dove Library Go Live Date of September 28. 6.2 Coverage. Contractor will provide City support and maintenance services on an annual basis subject to Contractor's Equipment Maintenance Policy and payment of the annual Equipment Support and Maintenance Fee. The following services will be provided during the period covered as described below: 6.2.1 With the exception of consumable supplies (e.g. receipt paper, batteries), Contractor will repair or replace hardware components unless such failure is caused by City, as determined by Contractor in consultation with the City. 6.2.2 Contractor will guarantee the operational uptime of 98% for each component listed in Item 9. Operational uptime will be measured by the City as the operational downtime in relationship to library business hours for City's facilities. (Business Hours - Operational Downtime)/Business Hours = Operational Uptime. Library Business Hours = M-Th 7:30am - 9:00pm; Fri-Sun 7:30am - 5:00pm; Dove Library AMH Operational Hours = 24 hours per day/7 days per week. Routine maintenance on the AMH system will not be factored into these totals. 6.2.3 Installation of new or replacement equipment will not be considered complete until the installation is fully operational and functioning according to the product specifications and written acceptance from the City. An incomplete installation will be subject to the 100% money-back performance guarantee. 6.2.4 Replacement parts, whether new or refurbished, will be equal to or better than the parts being replaced. Replacement parts will be provided on an exchange basis. End of Support (EOS) for Hardware products is specified in the attached document entitled Contractor Maintenance and Equipment Lifecycle Policy. 6.2.5 In the event that the City reports material bugs or defects in the Software, Contractor shall use commercially reasonable efforts to correct or replace the Software or provide the services necessary to remedy any programming error attributable to Contractor that affects the functionality of the Software. DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 City Attorney Approved Version 6/12/18 10 6.2.6 Contractor shall provide points of contact for City to report Product problems, failures, and defects and to request Product changes and enhancements. Only those individuals specifically designated by the City shall contact Contractor in regard to such matters and Contractor is not obligated to respond to any other employees except those specifically designated. City's designated employees shall be any Circulation Lead Librarian, Circulation Supervisor, Business Systems division staff, Library Administration staff, or designated Agreement contact. 6.2.7 Contractor shall provide the maintenance and support services during the service period by telephone, facsimile, email, on-site visit, and online support portal. Response levels will be based on the following severity levels: • Severity 1: The Equipment or component is unusable; the fault is business critical and there is no workaround available. • Severity 2: The Equipment or component is usable, but an important function is not working correctly and/or supported by a workaround. • Severity 3: Minor problem. Contractor guarantees to respond to all service calls within two (2) hours of the initial call to the Bibliotheca help desk from the City. 6.2.8 Contractor guarantees to respond to all service calls within two (2) hours of the initial notification to the Bibliotheca help desk from the City via phone, email, facsimile, on-site, or online portal. Remote support technician will be fully trained by the manufacturer to perform support on related hardware or software. 6.2.9 For Severity 2 or Severity 3 service calls received outside of the Bibliotheca help desk operating hours, the City will receive a callback by the end of business the next day. For Severity 1 issues, the City will have access to an after-hours escalation number and will receive a callback within 2 hours. For issues that can be resolved remotely, the resolution will be within 24-hours from the initial help desk call from the City. 6.2.10 For issues that require on-site support, Contractor guarantees to be on-site within 24 hours of being notified by the City that the equipment or any component (self- service unit, security gate, workstation, AMH) is out-of-service. The on-site support technician will be fully trained by the manufacturer to perform service on any related hardware or software. For these outages, Contractor guarantees to have a resolution in place for outages related to their solution within 24-hours after the initial on-site visit. • Contractor shall be responsible for outbound shipping costs of products and components covered under this agreement. • As a part of this agreement, Contractor shall supply City any and all updates, improvements, and modifications to the Licensed Programs that Contractor makes available to its licensees without charge, provided that Contractor reserves the right to charge separately for new options or new applications that, in the discretion of Contractor, constitute a new software product. • Such updates, improvements, and modifications shall be provided to the City within the framework of periodic official releases. Software support will be limited to the two most recently distributed releases. • Maintenance services to be provided by Contractor under this Agreement do not include: DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 City Attorney Approved Version 6/12/18 11 1. Correction of errors arising from changes, alterations, additions, or modification by persons other than the employees or agents of Contractor or caused by the operation of the Product other than in accordance with the operating specifications. 2. Correction of errors arising from the fault, neglect, misuse, or omission of the City or its servants, agents, contractors, invitees, or any other person whether or not that person is under the control or direction of the City. 3. Rectification of errors or defects caused by the incorrect or unauthorized use, modification, revision, variation or translation of the software by the City or its servants, agents, contractors, or invitees. 4. Repair of damage arising from the failure or surge of electrical power, fusion, fire, air conditioning malfunction, damage caused in transportation (unless transportation provided by Contractor), or any other environmental factor or cause other than a cause arising from normal use of the Product. 5. Correction of errors caused by the use of computer programs not licensed by Contractor for use by the City. 6. City shall be responsible for ILS/LMS-related changes and will bear the responsibility and costs incurred when these changes result in changes to Contractor system configurations. 7. Contractor will ensure that all payment enabled self-check units are adherent to current PCI standards and are PA-DSS compliant. 6.3 Assignment of Warranties on Hardware Products. In addition to Contractor's obligations under the Maintenance Agreement, Contractor hereby assigns to the City all rights of Contractor or its subcontractors under any manufacturer's warranties applicable to Hardware Products purchased under this Agreement to the extent such assignment is permitted under such warranties. Such assignment will be effective upon payment of the Total Purchase Price and all other charges invoiced for the shipment of the Products. Except as provided hereunder or pursuant to an executed Maintenance Agreement, Contractor shall have no obligation to provide maintenance support or other services for Hardware Products purchased under this Agreement. 6.4 Limitation on Services. Notwithstanding the above, in the event that City or any third party enhances, modifies, alters, or otherwise makes any change to the Products without the prior express written consent of Contractor, Contractor shall have no obligation whatsoever to provide maintenance or support of such Products at any time after such enhancement, modification, alteration, or change. This does not apply to City changes to local configuration files. Notwithstanding anything herein to the contrary, Contractor's obligation to provide maintenance and support for the Licensed Programs shall extend only to the most recent version and the next most recent version of the Licensed Programs provided to City. 6.5 Upgrades. The information technology industry is dynamic and marked by frequent product replacement and upgrades. With respect to hardware and third-party software, City retains the responsibility for the costs of purchase and installation of said upgrades necessary to maintain the functionality of system if they are not covered under the annual maintenance agreement. 6.6 City Obligations. During the term of this Agreement: 6.6.1 City shall provide Contractor with sufficient documentation, information, assistance, support, and test time on City's computer system to duplicate any DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 City Attorney Approved Version 6/12/18 12 reported problems, certify that the problem is with the Equipment, and certify that the problem has been corrected. Contractor will be provided with remote access to systems to aid the troubleshooting and repair process. 6.6.2 City shall designate specific employees who will be trained in all aspects of the products, including trouble shooting. These, and only these employees, may contact Contractor for technical matters related to this Agreement (equipment or component operations issues). Contractor may be contacted by other City staff related to non-technical issues (contract language, amendments, extensions, billing, general communications, etc.). 6.6.3 City is responsible for performing scheduled preventative maintenance as per product specifications. 6.6.4 City shall provide Contractor's Maintenance personnel with proper and sate access to the equipment and software at all requisite times tor the purpose of providing the maintenance services. 6.6.5 City will provide Contractor with at least thirty days written notice of the City's intention to move the equipment to a location other than a City facility. 7. EQUIPMENT MAINTENANCE POLICY The supplied self-service solution will be maintainable throughout the life of the Equipment while it has a valid support contract. All parts will be replaced and/or repaired free of charge should they become defective during the life of the equipment. This excludes any consumables (toner, printer paper, receipt paper, etc.). Contractor guarantees its tags for the life of the items to which they are affixed. Should the City find a tag that is inoperable, Contractor will replace it, free of charge. 8. SOFTWARE LICENSE AGREEMENT Contractor hereby agrees to grant City, who agrees to accept the following licensed rights and limitations ("License") for City's use of Contractor-provided software. 8.1 Software. Software, under the terms and conditions of this License (referenced hereinafter as "Software"), means any of the following components provided to City by Contractor: 8.1.1 Any computer programs provided by Contractor, either consisting of a set of instructions, calculations and/or statements loaded in a computer (or a device which incorporates a computer) or recorded on a computer readable medium for loading in a computer. 8.1.2 Supportive instructional/reference materials such as: training materials, manuals, on-screen tutorials, and other computer program relevant materials whether on paper or computer readable media ("Documentation"); and 8.1.3 Any new release, update, upgrade, enhancement, addition, supplement, modification of a program or additional Contractor Software and/or its Documentation provided by Contractor, subsequent to the initial delivery, that is not licensed by specific reference under a mutually agreed upon separate license agreement. 8.2 Grant of License. Contractor hereby grants City and City hereby accepts a non- transferable, non-exclusive license, under applicable copyrights and/or trade secrets, to use Contractor provided Software only on the specific computer(s) for which it was DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 City Attorney Approved Version 6/12/18 13 registered and delivered to City. All Software (other than Documentation) will be provided by Contractor to City in machine-readable object code only. City acknowledges that it does not acquire any rights of title or ownership in the Software (including Documentation) and agrees that all proprietary rights to the Software shall at all times remain with Contractor or its relevant third-party provider. City may, for its internal use only, print or otherwise reproduce Contractor-developed Documentation if all included Contractor markings, e.g. trademarks, copyrights and statements of confidentiality, are included on each copy. City acknowledges and agrees that any third-party documentation supplied by Contractor, which is marked as copyrighted and/or confidential, shall not be copied or reproduced in any manner. 8.3 Term of License. This License shall remain in force from the date of delivery and continue until City ceases all use of the Software or City's licensed rights are terminated for cause. City acknowledges and agrees that if this Agreement terminates for any reason, all of City's licensed rights to the Software (including Documentation) are relinquished and, within five business days thereafter, City (at Contractor's option) will either deliver to Contractor or destroy the original and all copies of the Software including its Documentation. Upon Contractor's request, City agrees to certify to Contractor in writing its full compliance with this provision. 8.4 Assignment. This License and any rights granted herein shall not be transferred, sub- licensed or assigned to any third party without the prior written consent of Contractor. 8.5 Termination. If City neglects or fails to pay the specified license fees or fails to adhere to any of its obligations hereunder, this license may be immediately terminated by Contractor for cause. 8.6 Security and Limitations of License. City acknowledges and agrees that: 8.6.1 All Software and upgrades of Software (including its Documentation), which are provided to City by Contractor, contain proprietary copyrighted, trade secret and/or confidential information of Contractor or its relevant third-party provider. 8.6.2 City shall not decrypt, reverse engineer, reverse compile, modify, or create derivative works of the Software. 8.6.3 City and its employees shall take all reasonable precautions to safeguard and hold all Software, including upgrades, additions and enhancements, in confidence, at least to the same extent that it protects its own most valuable confidential information. 8.6.4 If City violates this License or does not pay the agreed upon licensing fees, Contractor will have all of the rights provided herein and available under law, including the right to injunctive relief. 8.6.5 If any other communication, agreement or purchase order conflicts with, or may affect interpretation of, the understandings set forth herein, this License shall control as the singular expression of licensed rights. DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 City Attorney Approved Version 6/12/18 14 9. EQUIPMENT LIST AND MAINTENANCE COVERAGE TIMELINE/PRICING Item # Branch Product 9/1/21 - 8/31/22 9/1/22 - 8/31/23 9/1/23 - 8/31/24 1 Carlsbad City Library CA - Main Comprise Annual Renewal $587.06 $587.06 $587.06 2 Carlsbad City Library CA - Main Comprise Annual Renewal $587.06 $587.06 $587.06 3 Carlsbad City Library CA - Main Comprise Annual Renewal $587.06 $587.06 $587.06 4 Carlsbad City Library CA - Main Comprise Annual Renewal $587.06 $587.06 $587.06 5 Carlsbad City Library CA - Main Comprise Annual Renewal $587.06 $587.06 $587.06 6 Carlsbad City Library CA - Main Comprise Annual Renewal $587.06 $587.06 $587.06 7 Carlsbad City Library CA - Main smartgate 400 Double Aisle $892.94 $892.94 $892.94 8 Carlsbad City Library CA – Georgina Cole smartgate 400 Double Aisle $892.94 $892.94 $892.94 9 Carlsbad City Library CA – Learning Center smartgate 400 Double Aisle $892.94 $892.94 $892.94 10 Carlsbad City Library CA - Main smartserve 1000 with Coin and Note $1,469.41 $1,469.41 $1,469.41 11 Carlsbad City Library CA - Main smartserve 1000 with Coin and Note $1,469.41 $1,469.41 $1,469.41 12 Carlsbad City Library CA - Main smartserve 1000 with Coin and Note $1,469.41 $1,469.41 $1,469.41 13 Carlsbad City Library CA - Main smartserve 1000 with Coin and Note $1,469.41 $1,469.41 $1,469.41 14 Carlsbad City Library CA - Main smartserve 1000 with Coin and Note $1,469.41 $1,469.41 $1,469.41 15 Carlsbad City Library CA - Main smartserve 1000 with Coin and Note $1,469.41 $1,469.41 $1,469.41 16 Carlsbad City Library CA - Main smartsort 11 bin $9,436.47 $9,436.47 $9,436.47 17 Carlsbad City Library CA - Main smartstation 200 $57.65 $57.65 $57.65 18 Carlsbad City Library CA - Main smartstation 200 $57.65 $57.65 $57.65 19 Carlsbad City Library CA - Main smartstation 200 shielded $57.65 $57.65 $57.65 20 Carlsbad City Library CA - Main smartstation 200 shielded $57.65 $57.65 $57.65 21 Carlsbad City Library CA - Main smartstation 200 shielded $57.65 $57.65 $57.65 22 Carlsbad City Library CA - Main smartstation 200 shielded $57.65 $57.65 $57.65 23 Carlsbad City Library CA - Main smartstation 200 shielded $57.65 $57.65 $57.65 24 Carlsbad City Library CA - Main smartstation 200 shielded $57.65 $57.65 $57.65 DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 City Attorney Approved Version 6/12/18 15 Item # Branch Product 9/1/21 - 8/31/22 9/1/22 - 8/31/23 9/1/23 - 8/31/24 25 Carlsbad City Library CA - Main smartstation 200 shielded $57.65 $57.65 $57.65 26 Carlsbad City Library CA - Main smartstation 200 shielded $57.65 $57.65 $57.65 27 Carlsbad City Library CA - Main smartstation 200 shielded $57.65 $57.65 $57.65 28 Carlsbad City Library CA - Main smartstation 200 shielded $57.65 $57.65 $57.65 29 Carlsbad City Library- Georgina Cole Comprise Annual Renewal $587.06 $587.06 $587.06 30 Carlsbad City Library- Georgina Cole Comprise Annual Renewal $587.06 $587.06 $587.06 31 Carlsbad City Library- Georgina Cole Comprise Annual Renewal $587.06 $587.06 $587.06 32 Carlsbad City Library- Georgina Cole Comprise Annual Renewal $587.06 $587.06 $587.06 33 Carlsbad City Library- Georgina Cole smartgate 400 Triple Aisle $951.75 $951.75 $951.75 34 Carlsbad City Library- Georgina Cole smartserve 1000 with Coin and Note $1,469.41 $1,469.41 $1,469.41 35 Carlsbad City Library- Georgina Cole smartserve 1000 with Coin and Note $1,469.41 $1,469.41 $1,469.41 36 Carlsbad City Library- Georgina Cole smartserve 1000 with Coin and Note $1,469.41 $1,469.41 $1,469.41 37 Carlsbad City Library- Georgina Cole smartserve 1000 with Coin and Note $1,469.41 $1,469.41 $1,469.41 38 Carlsbad City Library- Georgina Cole smartsort 5 bin $2,422.35 $2,422.35 $2,422.35 39 Carlsbad City Library- Learning Center Comprise Annual Renewal $587.06 $587.06 $587.06 40 Carlsbad City Library- Learning Center smartserve 1000 with Coin and Note $1,469.41 $1,469.41 $1,469.41 COLUMN TOTALS $38,802.36 $38,802.36 $38,802.36 DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 City Attorney Approved Version 6/12/18 16 10. ONE-TIME - WIN10 UPGRADE KIT AMH300 – Quote QUO-US00478 Item # Branch Location Product Qty Net Price Net Extended 1 Carlsbad City Library- Georgina Cole WIN10 Upgrade Kit AMH300 with T07 control, Onsite install, and full re- configuration for Cole AMH (2) Patron Inductions & (1) Staff Induction AMH501009-000 2 $3,498 $6,996 2 Carlsbad City Library CA - Main WIN10 Upgrade Kit AMH300 with T07 control, Onsite install, and full re- configuration for Dove AMH (2) Patron Inductions & (1) Staff Induction AMH501009-000 3 $3,498 $10,494 3 Freight Standard Service SHP000001-000 1 $500 $500 ONE-TIME COST TOTAL $17,990 *A 20% restocking fee, in addition to in-bound shipping, will be charged for all returns. City will have the right to use the products in accordance with the Contractor's terms of end use which may accompany the products. Title to Hardware identified shall pass to City on delivery of the Hardware to City. Thereafter, City will be responsible for risks of loss or damage, except for loss or damage caused by Contractor in the process of Installation. Hardware warranties shall be governed by the manufacturer's warranty which begin at the time of Installation. Contractor warrants that it is an authorized distributor of the Hardware and makes no other warranties of any kind with respect to the Hardware. 11. MAINTENANCE LOCATIONS Carlsbad City Library 1775 Dove Lane Carlsbad, CA 92011 Georgina Cole Library 1250 Carlsbad Village Drive Carlsbad, CA 92008 12. HARDWARE DELIVERY INFORMATION City of Carlsbad Attn: Devin Castel & James Jones 1775 Dove Lane Carlsbad, CA 92011 Library administration 760-602-2011 Monday through Friday 8 a.m. to 5 p.m. 13. INVOICING / PAYMENT All invoices shall be submitted to City's Sr. Business Specialist Devin Castel and shall be sufficiently detailed to include related expenses. Final invoice approval will be completed by City's Library & Cultural Arts Director or designee. DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 Administrative Services Department 1635 Faraday Avenue  Carlsbad, CA 92008  760-602-2430 t www.carlsbadca.gov 760-602-8553 f Memorandum August 26, 2021 To: Roxanne Muhlmeister, Purchasing Officer From: Debbie Jo McCool, Associate Analyst Via: Suzanne Smithson, L&CA Director Re: Request Sole Source Authorization for Library Automated Material Handling and Radio Frequency Identification system maintenance and software upgrade contract Per administrative order No. 12, any professional services and equipment procurements over $35,000 require a formal bidding process. The initial year of the proposed agreement totals $56,792.36, which includes an annual maintenance cost of $38,802.36 for existing equipment and a one-time fee of $17,990 for a mandatory WIN10 software upgrade. The purpose of this letter is to request authorization for an exemption to the bidding process per Purchasing Code 3.28.110 (B). This code provides a bidding exemption for goods, services, and/or professional services that can be reasonably obtained from only a single source. Background: In late 2014 the City went out to RFP to find a vendor to support a new automated material handling and RFID solution for the Library. In early 2015 the City received three vendor bid responses and selected SirsiDynix. In July 2015, the City entered into a contract with SirsiDynix, Corporation DBA SirsiDynix, to purchase and maintain an automated material handling and radio frequency identification system manufactured by Bibliotheca, LLC. SirsiDynix managed the agreement and coordinated all the maintenance with Bibliotheca from July 2015 to September 28, 2020. On September 28, 2020, the contractor requested, and the City accepted for SirsiDynix to fully transfer all contractual obligations within the agreement to Bibliotheca, LLC. The City agreed, and Bibliotheca, LLC assumed the previous contractual obligations, including supporting and maintaining all products supplied under the contract and warranty, and they have the right to license the software. Because the current equipment has a useful life, staff can postpone purchasing new units providing cost savings to the City; the department desires to continue using the existing equipment. The department is in the contract process with Bibliotheca, LLC to continue providing the City with the high level of services described in the previous agreement and at the existing cost of $38,802.36 annually. DocuSign Envelope ID: 4F386375-9212-4AD5-A579-F860884B21EBDocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 August 26, 2021 Page 2 The maintenance on all library systems expires on August 31, 2021. These systems are proprietary, and Bibliotheca, LLC does not allow 3rd party maintenance on its software or hardware. Additionally, a one-time cost is included in year one of the agreements for the WIN10 upgrade on the units located at the Carlsbad City Library and Georgina Cole Library at the expense of $17,990. The upgrade is required as the system is currently running an unsupported version of Windows. I appreciate your consideration. Please let me know if I can answer any further questions. Respectfully, Debbie Jo McCool Associate Analyst Approval for Exemption ________________________________________ ________________ Roxanne Muhlmeister, Purchasing Officer Date Attachment: Agreement for Automated Material Handling (AMH) And Radio Frequency Identification (RFID) System Maintenance & Software Upgrade CC: Shea Sainz, Senior Contract Administrator Fiona Everett, Senior Management Analyst Devin Castel, Senior Business Systems Specialist DocuSign Envelope ID: 4F386375-9212-4AD5-A579-F860884B21EB 8/27/2021 DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION$ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 have ADDITIONAL INSURED provisions or 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 12/30/2020 (215) 968-4741 (215) 968-0973 20281 Bibliotheca LLC 3169 Holcomb Bridge Road Suite 200 Norcross, GA 30071 25623 25615 22667 A 1,000,000 X 99500812 1/1/2021 1/1/2022 1,000,000 10,000 1,000,000 2,000,000 2,000,000 COMBINED TOTAL 5,000,000 1,000,000B X BA0N26147221I3G 1/1/2021 1/1/2022 4,000,000A 79899612 1/1/2021 1/1/2022 4,000,000 C UB4K510946 1/1/2021 1/1/2022 1,000,000 1,000,000 1,000,000 A Errors & Omissions 99500812 1/1/2021 Each Claim 3,000,000 D Cyber Liability EONG31332485004 1/1/2021 1/1/2022 Limit 1,000,000 The City of Carlsbad, its officials, employees and volunteers are Additional Insured with respect to liability arising out of activities performed by or on behalf of the Named Insured where required by written contract for General Liability and Automobile Liability. City of Carlsbad 1775 Dove Lane Carlsbad, CA 92011 BIBLLLC-01 TDENIGHT Johnson, Kendall & Johnson, Inc. 109 Pheasant Run Newtown, PA 18940 info@jkj.com Federal Insurance Company Phoenix Insurance Company Charter Oak Fire Insurance Company ACE American Insurance Co. X 1/1/2022 X X X X X X X DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05 COMMERCIAL AUTO This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM CA T4 37 02 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE in the BUSINESS AUTO COVERAGE FORM and Paragraph e. in A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE in the MOTOR CARRIERCOVERAGE FORM, whichever Coverage Form is part of your policy: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". © 2016 The Travelers Indemnity Company. All rights reserved . DocuSign Envelope ID: 4B373C7D-ACB7-4EC6-800B-B91A6A56DD05