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HomeMy WebLinkAboutU.S. TRAFFIC CORPORATION 1-2003 A-2(X)3..02~ [~_~w~,~ ~ CONSULTANT AGREEMENT ~S AG~EMENT, made ~d entered into *is 7 day of~, 2003 by ~'~d be~een U.S. T~c Co~oration, a Cflifomia eo~orafion (hereinafter "Cons~mt"), ~d City of S~m ~g a cheer city ~d m~icipfl co~orafion org~zed ~d existing ~der ~e Comtimtion ~d laws of~e State of Califomia (herei~er "Ci~"). CIT S A. The City desires to retain a consultant having special skill and knowledge in the field of traffic signal control systems, including equipment, repair and support. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected bom a professional consulting finn in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total paymem for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement, shall not exceed $120,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2004, unless terminated earlier in accordance with Section 12, below. The parties acknowledge that Consultant has provided services since February 18, 2003. Those services shall be included within the Scope of this Agreement. The term of this Agreemem may be extended upon a writing execmed by the Executive Director of the Public Works Agency and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exemise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation lnsurance. InaccordancewiththeprovisionsofSection3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. 2 e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the fight, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behaif which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the temas of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mall, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Arm 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of the Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-43) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-5604 and, City Attomey City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ama, California 92702 telefacsimile (714) 647-6515 To Consultant: U.S. Traffic Corporation 9603 John Street Santa Fe Springs, California 90670 Telefacsimile (562) 923-9600 Attn: Diane Crcootonk A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instnlment that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Aha and all other govemrnental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and fight to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreemem the date and year first above written. ATTEST: CITY OF SANTA ANA DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney Lad~a Sheedy -' Assistant City Attorney CONSULTANT U.S. TRAFFIC CORPORATION DIANA GROOTONK Executive Vice President, Administration Tax ID# t~ EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company Steadfast Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # Sco383~27200 relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Arm, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa gna, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Nay 16, 2003 , this endorsement form as a part of Policy # sao~Sa89e?na Issued to U.s. Traffic Corporation & any m~b~ ~ ~ ~ ~ ~ ~ ~ ~ hereafter acquired N~ed ~ -- Co~tersi~ed b~~ ,~a~ 21 03 05:27p ~ana Groo~on~ SG2-946-0529 p.! U.S. l'raffi i,, oration Manufactur~ Engineers Mamh 13, 2003 Mr. TC Sutaria City of Santa Asa Public Works Agency Traffic Engineering 20 Civic Center Plaza, M43 Santa Arm, California 92701 Via Facsimile: 714-647-5616 Re: Traffic Signal Service & Supply Agreement Pursuant to our convexsafion US TP&.fl'lC would like to propose the following Service & Supply Agreement outline to the City of Santa Asa, whereby US Traffic will provide repair services, new products, engineering services, eonstdfing services, etc: Spare Parts New Products Repairs Field Service Labor In House Labor Engineering Services Consulting Services Mise Services 105/0 off List Price 10% off List Price List Price $125/Hour $65/Hour $250/Hour Negotiable Negotiable US Traffic has enjoyed its business relationship with the City and hopes to continue serving the City in its capacity as an industry leader and supplier. Should you have any additional questions or conunent3 please contact me at 562-923- 9600 enl. 103. Sincerely, Diana Grootonk Executiv~ FP, 'Administration Cc: .lack. Hastings, Regional.gales Mgr 9603 ]ohn Street - Santa F¢ Springs. C.\ 90670 Tel: (562) 923-9600, (800) 733-7872 · Fax: .i~62) 923.7555 EXHIBIT A ' U.S. Traffic Corporation Manufacturers SYstem Engineers NoN-WARRANTY FLAT RATE REPAIR POLICY Returned Goods I' In order to expedite handling, a U.S. Traffic Corporation assigned Return Merchandise Authorization (RMA) number must accompany all returned goods, whether for repair or credit. Upon request, an RMA number will be assigned by contacting your U.S. Traffic Corporation Customer Service Representative at our Corporate Office (800) 733- 7872. Use this RMA number to cleady identify your package upon return to U.S. Traffic Corporation by noting the number on the outside of the box and on your packing list when returning goods. Failure to note the RM^ number will effect the timeliness of your repair or merchandise credit. A restocking charge plus freight charges will be assessed against returned goods for credit unless return of goods was due to an error by U.S. Traffic Corporation. Repair or replacement of any product will be made at U.S. Traffic Corporation's facility. Extent of repair or replacement is at U.S. Traffic Corporation's discretion. Freight charges to and from U.S. Traffic Corporation's facility is the responsibility of the buyer. NOTE: If unit is not repairable, customer will be contacted and advised. These units will be held for up to 30 days, then they will be discarded as scrap. Exclusions I U.S. TRAFFIC CORPORATION manufactures a number of products using advanced software and firmware. Many units that receive physical damage may also experience a phenomenon known as a soft failure. Soft failures can occur in software and firmware, and it is almost impossible to test for this failure. Therefore, units displaying physical damage (e.g. lightning, incorrectly applied voltages, damaged components, incorrectly installed components, etc.) will not be repaired. Units that are modified by an end user and are not built to production drawings will be returned to the buyer as non-repairable. Custom oroducts may not be returned. Shipping All units returned for repair shall be shipped to U.S. TRAFFIC CORPORATION freight prepaid. COD or collect shipments will be refused. Units being returned to the end user will be shipped FOB, Santa Fe Springs, CA. U.S. TRAFFIC CORPORATION Return Facility Prices subject to change without notice, Corporate Headquarters 9603 John Street--~ Santa Fe Springs, CA 90670 · USA (~ Do not send returns to the former Stanton, Rancho Dominguez or Downey facilities. All have relocated to Santa Fe Springs. Rates on reverse side Effective 04/18K)3 (flatrte2.pm65) NoN-WARRANTY FLAT RATE REPAIR CHARGES (pa~ U.rr) Detectors~-Parldng Counters ' ' I Speed of Service Loop Test Equipment All Single Channel Loop Detectors ................... $70.00 All Dual Channel Rack Mtg. Loop Detectors ..... $72.00 All Four Channel Rack Mtg. Loop Detectors... $178.00 All Dual Channel Shelf Mount Detectors .........$140.00 All Four Channel Shelf Mount Detectors .........$215.00 All Isolator Modules ........................................... $35.00 All Detector Rack Power Supldies ................... $50.00 All AVl Detectors/Receivers ............................ $110.00 TLS-1 Traffic Logger ....................................... $150.00 ILA-550 ........................................................... $425.00 ILA-550 Re-calibration & Certification ............. $125.00 Loop Testers (501 or 3050-2) ......................... $125.00 Loop Finder Modules (502 or 505) .................... $80.00 Loop Insulation Tester (507) ........................... $110.00 Single Channel Test Box (508) ....................... $100.00 Note: 503 not repairable Neon Pedestrian Signal Modules Don't Walk/Walk Modules (4400-4) ................... $75.00 Symbol Message Module (4400-14) ................. $75.00 Solid State Module (4500-14D/5500-14D) ...... $135.00 (No~e: Neon pedestrian signals or modules which are returned with broken tubes are a non.warranty repair.) Auxiliary Equipment APS-10 Audible Ped Signal ............................ $200.00 All Trafrm Controllem I 390,390CJ, 820A, 870,170E, 179 ................. $615.00 I "' On Street Masters OSAM and TMM500 ........................................ $850.00 ', Monitors [ Models 210, 210-P, 218-P, NM-6, NM-12, NP-6, NP-12 ................................. $245.00 Models LCD-6P, LCD-12P, LCD-18P, NP-18 ....................................................... $428.00 MT-180 w/certification and limited warranty* .................................................. $475.00 MT-180 replace Mother Board ........................ $975.00 MT~180 Y2K upgrade (104204) ........................ $50.00 i lOP ............................................................. $74o.oo ) Flashers -- Loadswitches I U.S. TRAFFIC CORPORATION does not offer repair service for flashers or Ioadswitches. Repair Warranty Ninety (90) days parts and labor. *Exception: MT-180, 1 year excluding printer. VVVVV Time Clocks 0100-1010-XXX ..................................... ; ........ $640.00 0100-1020-XXX ........................................... $1,125.00 0100-1030-XXX ........................................... $1,125.00 U.S, Traffi~"~orporation Manufacturers ~ System Ensineers 9603 John Street · Santa Fe Springs, CA 90670 Tel; (562) 923-9600 · Fax: (562) 923-7555 Toll Free: 1-800-733-7872 · www. ustraffic.net Effective 04/18/03 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company Steadfast Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # sCO383927200 relating to the following: 1. The City of Santa Aha, 20 Civic Center Plaza, Santa Arm, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability, The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Aha, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective ~y 16, 2003 , this endorsement form as a part of Policy # SC038~8927pOO Issuedto U.s. Traffic Corooration & any .qub~w~. nn= ~YqStSng or hereafter acquired APPROVED AS 'lO V0RM Deputy City Attorney 8 CERTIFICATE OF LIABILITY INSURANCE 06/25/03 THIS CERTIRCATE IS ISSUED AS A MATTEE OF INFORMATION  ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Gallagher Risk Mgmt Svca, Inc. ~ HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 125 $. Wacker Drive, Suite 500 t ~ ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Chicago, IL 60606 ~ ~ % _ ,a INSURERS AFFORDING COVERAGE Cheryl Bryant 9312) 803*6346 ~ .m ~ ~."7.~ mu~;o Quixote Corporation (~)~'~ 0 '~ ', ~su~.,~ Steadfast Insurance Company ~st Waoker Drive ~.~ s: Federal Insurance Company ~.su~.c~ American International Specialty Un Suite 3000 ,.scar o: I Chicago, IL 60601 , COVERAGES ttt , A ~e~..a~. u~,.m, SCO383927200 05/16/03 07/01/03 ~CH OCC. U~.C~ $1,000,000 I ~us ~ [] occu. M~o ~x~ ~, ~. ,~.1 sS,000 X..~ 31~D Ded:25000 ;';RSON~. & ,U~V ~,~URY SI,000,000 ~ GENERAL AGGREGATE $2~0001000 B ,urrm~omcs u~ucn'Y 74982828 05/~6/03 07/01/03 COUI~NED SINGLE LIUIT X~ANY ^m*O (Es acc~=nl) $1,000,000 GARAGE UABIUTY Deputy City AttOffl ~y AUTO ONLY. EA ACCIDENT S C ~xc~ss U~mUTY BE7413967 05/16/03 07/01/03 ~CH OCCU~;E,CE X~ occur ~ c~,~s ~ ,*,C~mm~ s2S,000,000 F~'~rm~ sl0000 s B m~K~qS ¢OUPGHRA~floN *NO 71707613 05/16/03 07/0t/03 X G.~, ~G~. ~¥ u~ sl r000;000 The named insured schedule shall include US Traffic Corporation & any subsidiaries now existing or hereafter acquired City of Sants Aria, its officara, employees, agents, volunteers and raprasentstives ara shown ss additional insurede solely with respect to general liability coverage as evidenced herein as required by w~ttefl contract with respect to work performed by the named insured. CERTIFICATE HOLDER I I ADOillO~ALJNSURED;INSUKERLE1TER: m CANCELLATION Executive Director of the Public Works Agency, City of Santa Ana 20 Civic Canter Plaza (M-43) P.O. Box 1988 Santa Ana, CA 92702 ACORD 25-5 (7/97)t of 2 #S1080051M102293 ~ ~.~RD CORPORATION 1988 IMPORTANT If the certiticate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. A statement on this certificate does not confer rights to the certif'm, ate holder in lieu of such endoraement(s). If SUBROGATION IS WAIVED, subject to the termsand cendit~ons of the policy, cartain policies may require an endoraement A statement on this certiTw, ate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificata of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), autho~zed representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage affordsd by the policies listed thereon. ACORD25-S(7/97)2 of 2 #S108005/M102293