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HomeMy WebLinkAboutRTKL ASSOCIATES, INC.City of Santa Ana (9D Clerk of the Council AGREEMENT TERMINATION FORM fi!? SEPI 2 4 AM 11 c y GLER? L. ?.:l1NCIL Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. G,ITY C? s -r? ANA Return form to the Clerk of the Council Office (M-30). Use Only The agreement with Y- L "A c L ? N f Department: -01- lie No_ h;-2u? G- `°I b was completed on 91 ZO/I ? and final payment has been made. (List all amendments. Use space below if needed.)T- Phone/Ext.: ES 6l Signature: 4s , . Date: 2ti I it-, Revised 04-12-1 O INSURANCE ON FILE WORK MAY PROCEED N-20'10-096 UNTIL INSURANCE EXPIRES GG- /-/-,a O// CLERK OF COU~1ClL DATE: $EP L 0 2010 PROFESSIONAL SERVICES AGREEMENT ~ ' Gpq /Chris t~11u„ CZ~ THIS AGREEMENT, made and entered into this 16`x' day of August, 2010 by and between RTKL Associates, Inc., a Maryland corporation (hereinafter "Consultant"), and THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the constitution and laws of the state of California (the "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of signage design. 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 from a professional consulting firm 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 provide the scope of services (including estimated fees and costs) is attached hereto as Exhibit A and is incorporated by this reference to this Agreement- 2. DELIVERY OF WORK PRODUCT Consultant shall deliver to City all work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's computer system, as agreed between the Project Manager and Consultant. In regard to all copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs, drawings, films, recordings, videotapes, and computer programs, Consultant agrees, for itself and for its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 3. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for its services, the cumulative rates and charges identified in Exhibit A. 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. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2011, unless terminated earlier in accordance with provisions, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 5. 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 exercise 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. 6. 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 insureds) 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 2 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 Insurance. In accordance with the provisions of Section 3300 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. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. 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 right, 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. 7. 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 due to negligent acts, omissions or willful misconduct in the performance, from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf 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 negligent acts, omissions or willful misconduct in the performance of 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 asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief 3 due to personal or property rights arises by reason of effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. 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. 9. 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- 10_ 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 mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City of Santa Ana C/o Clerk of the Council 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With copy to: Deputy City Manager for Development Services City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6736 4 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: RTKL Associates Inc. 333 South Hope Street Suite C200 Los Angeles, CA 90071 T. 213 633 6000 F. 213 633 6060 RTKL. COM A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, 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, 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. 11. 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 proposal or other instrument 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. 12. 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. 5 13. 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. 14. NON-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. 15. JURISDICTION -VENUE 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. 16. 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 Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right 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 6 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 Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR DAVID N. REAM Clerk of the Council City Manager APPROVED AS TO FORM: - zal"-t JOSEPH W. FLETCHER City Attorney CONSULTANT K erine J. na e 6-1 Vice Presi dent Tax ID# C1145741 7 EHIBIT A SCOPE OF SERVICES: RTKL will provide design services for a system of signage that identifies the parking lots and parking structures in downtown Santa Ana. They will continue the design vocabulary already begun for the City signage. Work will include: 4 Parking Garages: 201 W. 3rd 300 E. Fifth 420 N Main 310 N. Birch 3 Surface Lots: 3rd Bush 308 N. Main 2129 3/4 N. Main (Main and Buffalo) SCHEDULE: Start by: August 2010 Complete by: December 2010 (estimated) COMPENSATION: Lump Sum Fee: $17,500.00 broken into 3 phases: Concept Design: $5,000 Design Development: $8,500 CA (32 hours) $4,000 NOTES: 1. Specific messaging and location for signs in the structures will be handled by others. 2. Civic Center Parking is excluded from this scope 3. Expenses will be invoiced under the base contract Reimbursable Expenses. 4. Consultant will invoice for this work under RTKL project #40-09058.01 8 ® DATE~MM/DD/YYYY~ CERTIFICATE OF LIABILITY INSURANCE 1z/ls/zoos PRODUCER THIS CERTIFICATE IS ISSUED A.S A MAT'T'ER OF INFORMATION ONLY Aon Risk Services south, Inc. Franklin TN Office AND CONFERS NO RIGHTS UPON TAE CERTIFICATE HOLDER. 'FMS 501 Corporate Centre Drive CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER TAE Sui to 300 COVERAGE AFFORDED BY THE POLICIES BELOW. }J Franklin TN 37067 USA = INSURERS AFFORDING COVERAGE NAIC # w PaoxE- 866 283-7122 FAX- 847 953-5390 INSURED INSURER w: Greenwich Insurance company 22322- RTKL Associates Inc. INSURERB: XL Specialty Insurance Co 37885 901 S. Bond Street o Baltimore MD 21231 USA INSURER C: .e INSURER D: a~a 'O INSURER E: COVERAGES TIM 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, I EXCLUSIONS AND CONDrI'IONS OF SUCH POLICIES. AOGRFOATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CT IMS- LIMITS SHOWN ARE AS REQUESTED MsR ADD' LTR INSRD TYPE OF INS[JRANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPOCATION I.EV s DATE MM/DD/YYYY DATE D/YYYY A ERAL LIABII.TrY GE00010 7 610 8 Ol/01/2010 Ol/01/2011 EACH OCCURRENCE $1,000,000 X CO General Liability DAMAGE TO RENTED $1,000,000 MMERCIAL GENERAI. LIABII.ITY PREMISES (Ea occurrence) ne ocrson S10,000 CLAIMS MADE ~ OCCUR D Anv .015-02-1m.7) ~ m X Contractual PERSONAL & ADV INJURY $1.000,000 N ti GENERAL AGGREGATE $2.000,000 n p GEN'L AGGREGATE EI T APPLIES PER: PRODUCTS -COMP/OP AGG $2,000.000 O POLICY ® MCI LOG B AUTOMOBME LIABILTV AECOOM075808 01/01/2010 01/01/2011 COM IKEO SINGLE LII T o X ANY AUTO Auto <AOS) (Eaacddcnt) $1,000,000 B AE0001719506 01/01/2010 01/01/2011 ALL OWNED AUTOS Mass AUTO g+A BODU,Y INJURY SCHEDULED AUTOS F L~1 - (P- Pcrson) S, BODILY INJURY U ) HIRED AUTOS NON OWNED AUTOS (P-accident) 22 PROPERTY DAMAGE ~ney (Per accident) GARAGE LIABII.rrY :il AUTO ONLY - EA ACCIDENT n R ANY AUTO OATi-IEROTHAN EAAGACC G EXCESS / UMBRELLA LIABILITY EACH OCCURRENCE OCCUR E-1 CLAIMS MADE AGGREGATE eDEDUCTMLE RETENTION B RWD94 4 01/01/2010 X WC STATU- DTH- enS atlOn WORKERS COMPENSATION AND YYY///NNN Workers comp 00 B EMPLOYERS•LIABD.IIY RwR943516704 01/01/2010 01/01/2011 E.L. EACH ACCIDENT $1,000,0 ANY PROPRIETOR/PARTNER/EXECUTIVE u State of Wisconsin E.L. DISEASE-EA EMPLOYEE $1,000,000 M..d-E ry I. riM EXCLUDED? E.L. DISEASE-POLICY LIIvDT $1, 000 , 000 _ I£ es, describe under SPECIAL PROVISIONS below OTHER DESCRIPTION OF OPF.RATIONS/LOCATIONS/ CLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECL4L PROVISIONS _ Community.Redevelopment Agency City of Santa Ana California is included as agditional insured with respect to the General Liability and Auto Liability policies where required by written contract. Severability of Insterests applies as if each Named Insured were the only Named insured; and separately to each CERTIFICATE HOLDER CANCELLATION community Redevelopment Agency SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CAN IFD BEFORE THE EXPIRATION City of Santa Ana California DATE THEREOF, THE ISSUING INSURER WELL MA Attn- Executive Di rector 30 DAYS WRITTEN NOTICE TO THECERTiFICATBHOLDER NAMED TO THE LEFT. 20 civic Center Plaza P.O. Box 1988 T Santa Ana CA 92702-1988 USA AUTHORIZED REPRESENTATIVE -7- ACORD 25 (2009/01) 01988-2009 ACORD CORPORATION. All rights reserved= The ACOI D name and logo are registered marks of ACORD Attachment to ACO" Certificate for RTKL Associates Inc. The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policy. INSURER ENSURED RTKL Associates Inc. INSURER 901 S. Bond Street Baltimore MD 21231 USA INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACOR13 certificate form for policy limits. POLICY NUMBER POLICY POLICY INSR °`DD'L EFFECTIVE FXPn2ATION LIMITS LTR INSRD TYPE OF INSURANCE POLICY DESCRIPTION DATE DATE DESCRIPTION OF OPERATIONS/LOCATIONSN MCLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS insured against whom claim is made or "suit" is brought. Policies shall not be cancelled or reduced in coverage as required in the agreement without 30 days prior written notice to the agency. see attached endts. Q}~ , M~ y Gjd^~cyCl7P a ne~J v Certificate No - 570037112354 INSURED RTKL Associates Inc. 901 S. Bond Street Baltimore MD 21231 USA CG 20 37 07 04 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s:) Or Organization(s:): Any person or organization that you arte required in a written contract or agreement to include as an additional insured, provided the "bodily injury" or "Property damage" occurs subsequent to the execution of the written contract or agreement. Location And Description of Completed Operations: various - as required by written contract section II - Who Is An Insured is amended to include as an additional insured the person(s3 or organizationCs) shown in the schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". CG 20 37 07 04 (:c) ISO Properties, Inc., 2004 IftV7 L~~_ P yt~orn Certificate No c 570037112354 - ENSURED RTKL Associates Inc. 901 S. Bond street Baltimore MD 21231 USA CG 20 10 07 04 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured PersonCs) or organizationCs): Any person or ,Vag, zation that you are required in a written contract or agreement to include as and additionainsured, provided the "bodily Injury" or "property damage occurs subsequent to the execution of the written contract or agreement Location(s) of covered Operations: various as required by written contract. A. Section IT - who Is An Insured is amended to include as an additional insured the person(s) or organization(s3 shown in the schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insuredCs) at the location CSC designated above. B. with respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the projectCother than service, maintenance or repairs) to be performed by or on behalf of the additional insuredCs) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use Many person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. $ SQ ztIS. 4 Ski Ass~sta~ Certificate No : 57003713-2354 INSURED RTKL Associates Inc. 901 S. Bond Street Baltimore MD 21231 USA XIC 4141007 POLICY NUMBER: AE0001075807 XIC 414 1007 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM with respect to coverage provided by this endorsement, the provisions of the coverage Form apply unless modified by the endorsement. schedule _ Additional Insured(s) work LIABILITY COVERAGE, Who IS An Insured, is amended to include as an insured the person or organization listed in the schedule above, but only with respect to liability for bodily injury" or "property damage" otherwise covered under this Policy caused, in whole or in part, by the negliggent acts or omissions of: 1. You, while using a covered "auto", or - 2. Any other person, except the additional insured or any employee or agent of the additional insured, operating a covered auto with your permission- in the performance of your work as described in the Schedule above. In no event shall any person or organization listed in the schedule become an insured pursuant to this Endorsement if such person or organization is solely negligent. IT IS FURTHER AGREED THAT IN NO EVENT SHALL ANY CONTRACT OR AGREEMENT ALTER THE CONDITIONS, COVERAGES OR EXCLUSIONS SET FORTH IN THIS POLICY. All other terms and conditions remain the same. XIC 4141007 (c:) 2007, XL America, Inc. Page 1 of 1 ~s z 4gC) 4vP ~Q _ rey o Yv Y ~'j ~tt~ ~s\s~ar Certificate No : 570037112354 INSPIRED RTKL ASSOCiates Inc. 901 S. Bond Street Baltimore MD 21231 USA XIL 431 0605 ENDORSEMENT # This endorsement, effective 12:01 a.m., 1/1 /2009, forms a part of Policy No. GE0001076107 issued to ARCADIS U.S., INC. by Greenwich Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY INSURANCE CLAUSE ENDORSEMENT - SCHEDULED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM RAILROAD PROTECTIVE LIABILITY COVERAG FORM xt is agreed that to the extent that insurance is afforded to the following Additional insured under this policy, this insurance shall apply as primary and not contributing with any insurance carried by such Additional insured, as required by written contract. Name of Person or Organization: All other terms and conditions of this policy remain unchanged. XIL 431 0605 (C:), 2005, XL America, Inc. Q er- Certificate No : 570037112354