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HomeMy WebLinkAboutKOA CORPORATION 2 - 2010 INSURANCE NOT ON FILE WORK MAY NOT PROCEED N-2010-102 CLERK OF COUNCIL - DATE / U -o2d - v CONSULTANT AGREEMENT o PwA Cz~ -1-0i(~ µ'~°~lns THIS AGRF'EMENT, made and entered into this 17 1h day of February, 2010 by and between KOA CORPORATION, a California corporation (hereinafter "ConsultanT and the City- of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field OI environmental services and related technical studies. 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: I_ SCOPE OF SERVICES Consultant shall perform a peer review of the Irvine Business Complex Vision Plan Traffic Study, as set forth in Consultant's Proposal, attached hereto as Exhibit A and incorporated by 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 a. Citv agrees to pay. and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall be set in the writing authorizing Consultant to perform a specific project pursuant to 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_ 4. TERM This Agreement shall commence on the date first written above and terminate on completion ofthe peer review services. unless terminated earlier in accordance with Section 13, below. 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 which 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 front 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 51,000,000 per occurrence. Such insurance shall (a) name the City- its officers. employees. agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City, and (c) contain standard separation of insureds provisions. 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 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 oftermination_ 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. 3 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 I 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 ofthis Agreement. 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 shal l 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: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) 4 P.O. Box 1988 Santa Ana. CA 92702-1989 telefacsimile (714) 647-6956 With courtesy copies to: Public Works Agency of the City of Santa Ana Development Engineering Division 20 Civic Center Plaza (M-93) P.O. Box 1988 Santa Ana. California 92702 Telefacsimile (714) 647-5823 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: KOA Corporation 17852 F. Seventeenth Street. Suite 102 Tustin, CA 92780-2142 Telefacsimile= (714) 573-9534 Attn: Rock E. Miller, P.E. 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 ANIENDMENT 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 instrwnent 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 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- 5 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. 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 xvork product shall be the property ofthe 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 ofthis Agreement. 14. 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 laws, 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. is. 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- 6 16. PROFESSIONAL LICENSES Consultant shall- throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, %vaiyers, 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 ofthe terms ofthis Agreement, and shall indemnify City fully, including reasonable costs and attorneys 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 ofthis Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HC I7_AR" 3~~ DAVID N. REAM Clerk of the Council City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney B KOA CORPORATION L6ura Sheedy Assistant City- Atto ey RECOMMEN I2-ED FOR APPROVAL: ROCK E. MILLER. P.E. _ Vice President RA L GODIN Z Tax ID# !93-- LAS 11 Sq 05 Executive Direct r - Public Works Agency 7 KOA CORPORATION 1120 West La Veta Avenue, Suite 660 Orange, CA 92868 PLANNING A ENGINEERING t: 714.573.0317 f: 714.573.9534 www, koacorporatien.com February 10, 2010 Mr. Taig Higgins City of Santa Ana 20 Civic Center Plaza - Ross Annex (M-2 1) Santa Ana, California 92701 Subject: PEER REVIEW PROPOSAL for the Irvine Business Complex Vision Plan Traffic Study Dear Mr. Higgins: KOA Corporation (KOA) is pleased to receive a request for proposal to perform a peer review for the Irvine Business Complex Vision Plan Traffic Study. We are interested in assisting with this project and submit this proposal accordingly. This proposal was based upon the information you provided and a brief review of the traffic study report. The Scope of Services, cost estimate, and schedule for this project are presented in the attachment to this letter. KOA has earned a reputation for high quality work, fulfillment of deadlines, and reasonable costs. While we have offices six offices in Southern California, our Orange office will manage this project. The firm has coverage in the following areas: Professional Liability ($2 million), Automobile Liability ($1 million) and General Liability ($5,000,000). Our Worker's Compensation coverage meets the insurance requirements of California State law. We have successfully completed similar projects for numerous public agencies and private parties. References for specific related projects will be provided upon request. You may authorize this project by endorsing the proposal on the final page and returning a copy of the proposal to our office by email or fax. We look forward to working with you on this important project. This proposal is valid for 1 20 days. Sincerely, Min Zhou, P.E. Vice President G:1201MStudi.,U- Pe..R-iew.MB03028.d- LOS ANGELES OAKLAND ONTARIO ORANGE COUNTY SAN DIEGO SOUTH BAY PM KOA CORPORATION afvN~^JfJ., klr- - PROPOSED SCOPE OF SERVICES for the Peer Review for the Irvine Business Complex Vision Plan Traffic Study The Irvine Business Complex Vision Plan Traffic Study was prepared for the City of Irvine by Parsons Brinckerhoff, dated December 2009. KOA Corporation (KOA) will assist the City of Santa Ana to conduct a peer review of the report by focusing on the project impact to the facilities within City of Santa Ana. KOA will provide a letter report to document our review comments regarding the adequacy of the study methodologies and assumptions. The following two tasks will be included: Task 1 - Document Review The document review will primarily focus on the following areas: • Trip Generation Assumptions • Trip Distribution Assumptions • Analysis Methodologies • Future Traffic Volume Forecast Methodology (Traffic Model) • Study Intersection and Roadway Segment Analysis within City of Santa Ana • Adequacy of Improvement and Mitigation Measures for the City of Santa Ana Task 2 - Project Support KOA will be available to you to discuss traffic aspects of the project from our offices. KOA will also attend up to two (2) staff-level meetings: one with Santa Ana staff only, and the other with both Santa Ana and Irvine staff. PERSONNEL ASSIGNED Ms. Min Zhou, P.E., will conduct the review with assistance of KOA staff for certain quantitative analysis. Ms. Zhou is a Principal Transportation Engineer of KOA and has experience with projects of this type. She will be responsible for coordination with you and preparation of the report. Mr. Rock Miller, P.E., will be the Quality Control manager for the reviewing process. SCHEDULE KOA will submit the draft review letter to City of Santa Ana in approximately 10 business days following authorization. Revisions can be completed approximately 5 business days following receipt of comments. PROPOSED FEE The actual fee would be based upon the cost of time, materials, and reproduction expenses for KOA, subject to the not-to-exceed amount of $5,000. PLE-R Re vir_-w PROPOSAL I /br [he (wine Business Complex Vision Pl- Tru/fic Siudy KOA CORPORATION EXCLUSIONS These exclusions describe the situations that most frequently result in the need for extra work and additional compensation. M The proposed scope of work and fee does not include any public hearing or meeting attendance, except as specifically indicated in the Scope of Services. Attendance at additional meetings is billed up to $235 per hour for a Firm Principal, with a four-hour minimum for night meetings. M The proposed scope of services and fee does not include field review, survey and traffic count at any study location. 0 KOA reserves the right to request extra work fees if the Agency comments exceed the original scope of services and/or what is reasonable. 0 KOA shall not be held financially responsible for costs of legal delays that relate to our work, except in the case of sole and gross negligence on our part. INE)EMNIFICATION KOA Corporation and the Client mutually agree to the fullest extent permitted by law, to indemnify and hold each other harmless from any and all damage, liability or cost, including reasonable attorney's fees and cost of defense arising from their own negligent acts, errors, and omissions in the performance of their services under this agreement, to the extent that each party is responsible for such damages, liabilities, and costs on a comparative basis of fault. CONCLUSION KOA looks forward to working with you on this project. If you wish to discuss this proposal further, you may contact me at my office. If you wish to expedite authorization of the project, you may sign a copy of the proposal on the approved line and return to our office at my attention. This proposal is valid for 1 20 days. PEHR RP-VIEW PROPOSAE 2 Jor the J-i- Business Complex Visinn Pl- T-JJ'ic S/udv KOA CORPORATION AUTHORIZATION If convenient, you may fill out and sign a copy of this authorization proposal on the indicated line and return it with a copy of the proposal complete to our office. We have carefully reviewed the proposal dated February 10, 2010 by KOA Corporation. We do hereby authorize KOA Corporation to commence work as indicated within the terms and conditions of this proposal. Signature Date Print or Type Name & Title Address (if different than letter addressee) G:12010lStudiesUrv PeeYR,,iew.AfB03028.doc PEER REVIEW PROPOSAL 3 Jitr the Irvine Businc se' Complex Vision Pl- T-."ic Study ACORO,,, CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YY) PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton & Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 199 S Los Robles Ave Ste 540 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Pasadena, CA 91101 7(fln ?)??? _5 ?? J `1 R THE COVERAGE AFFORDED BY THE POLICIES BELOW. 626 844-3070 INSURERS AFFORDING COVERAGE INSURED - ? - ? ? ? - N :Travelers Pro ert Ca sualt of Ameri KOA Corporation CLE ?-, , . B: Travelers Indemnit Co. o£ nnecticut = 1055 Corporate Center Dr #300 Montere Park CA 91754 INSURER C: American Automobile Ins. Co y ? ?0/O _ ? O _ g INSURER D: ACE American 2nsurance Com an N GL? INSURER E: COVERA f r HE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE ZNSUREDNAMED AHOVE FOR THE POLICY PERIOD INDICATED. OTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS ERTIFICATE MAY HE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE ERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE HEEN REDUCED HY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS $ GENERAL LIABILITY 6H02075L840 6/15/2010 6/15/2011 EACH OCCURRENCE $1 Qpp 000 X COMMERCIAL GENERAL LU\BILITY FIRE DAMAGE An ens fire) $1 Q O O O O O CLAIMS MADE O OCCUR MED EXP (An one raen $1 Q O O O PERSONALBADV INJURY $1 OOO OOO GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ 2 O O Q O O Q POLICY PR0. LOC $ AUT ?[ OMOBILE LIABILITY ANY AUTO BA2 0 7 2 L 0 0 2 6 15 2 010 / 6 15 2 0 1 1 / / COMBINED SINGLE LIMIT (Ea ecratlenl) $1, OOO, OOO ALL OWNED AUTOS O1 Y SCHEDULED AUTOS APPROVER AS T FORM ?lo )URY ?Pe L? $ }[ HIRED AUTOS NON-0WNED AUTOS - ?? BODILY INJURY (Per eccitlen[) $ i h PROP Laur u S C d}r ERTY DAMAGE (Par accitlent) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO EA ACC OTHER THAN $ AUTO ONLY: qGG $ A EXCESS LIABILnY CUP6464Y033 6/15/2010 6/15/2011 EACH OCCURRENCE $4 OOO OOO X OCCUR ? CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ $ C WORKERS COMPENSATION ANO WZP80984933 9/19/2010 9/19/2011 ]? WC STATU- OTH- EMPLOYERS' LIABILT' E. L. EACH ACCIDENT $1 OOO OOO E.L. DISEASE-EA EMPLOYE $1 OOO OOO E.L. DISEASE -POLICY LIMIT $ D OTHER Professional Liability 623631684005 3/13/2010 3/13/2011 S2, ooo, ooo per claim $2,000,000 annual aggr DESCRIPTION OF OPERATION S/LOCATION'- VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS e: Approved List for Environmental Services and Technical Studies MA73098 City of Santa Ana On-Call Planning ervices City of Santa Ana, its of£icere, agents, volunteers and employees are named as additional insured as respects eneral liability for claims arising £rom the operations of the named insured. I.CR I fr IL.A I C r1VLUCK ADDITIONAL INSURED; INSURER LETTER: GANGCLLA I IVN HOULD ANY OF THE ABOVE DESCRIBED POLICIES HE CANCELLED EFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER City Of Santa Ana - Planning S? Hui lding ILL MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER AganCy AMED TO THE LEFT. 20 Civic Center Plaza, M-20 P.O. Box 1968 Santa Ana CA 92702 AUTHORIZED REPRESENTATIV ACORD 255 (7/97) CORD CORPORATION '1988 J POLICY NUMBER: 6so2o7sLa4o COMMERICAL GENERAL LIABILITY ISSUE DATES/15/2010 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): City o£ Santa Ana - Planning S Building Agency 20 Civic Center Plaza, M-20 P.O. Box 1988 Santa Ana CA 92")02 PROJECT/LOCATION OF COVERED OPERATIONS: Re: Approved List for Environmental Services and Technical Studies INA73098 City of Santa Ana On-Call Planning Services City of Santa Ana, its officers, agents, volunteers and employees PROVISIONS A The following is added to WHO IS AN INSURED (Section II): The person or organization shown in the Sched- ule above is an additional insured on this Cover- age Part, but only with respect to liability for bod- ily injury", 'property damage" or 'personal injury caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing oper- ations; b. In connection with premises owned by or rented to you; or C. In connection with your work and included within the "products-completed operations hazard." Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury' for which that person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: d_ This insurance does not apply to the render- ing of or failure to render any "professional services". e. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that 'contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declarations for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part_ B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a contract or agreement requiring insurance that, for the addi- tional insured shown n the Schedule, the insur- ance provided to that additional insured under this CG D3 82 09 07 page t © 2007 The Travelers Companies, Inc. Includes the copyrightetl material of Insurance Services Office Inc., with its permission COMMERICAL GENERAL LIABILITY Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with the other insurance, provided that: (?) The "bodily injury" or "property damage" for which coverage is sought occurs; and injury" arising out of "your work" on or for the project, or at the location, shown in the Schedule above, performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that additional insured. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insurance" with that additional insured entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance" for such additional insured. But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when the additional insured is also an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): We waive any rights of recovery we may have against the additional insured shown in the Schedule above because of payments we make for "bodily injury", "property damage" or "personal D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include the person or organization shown in the Schedule as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal injury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. CG D3 82 09 07 page 2 © 2007 The Travelers Compani¢s, Inc. Indudes the copyrighted material of Insurance Services Office Inc., with its permission