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HomeMy WebLinkAboutCONFERENCING ADVISORS, INC. 1-2014INSURANCE ON RLE WORK MAY PROCEED UNTIL INSURANCE EXPIRES; y_ /'°" i ERK OF COUNCIL N- 2014 -142 DATE; CONSULTANT AGREEMENT O: FMS /�serrlces� � THIS AGREEMENT, made and entered into this 20th day of August, 2014 by and � between Conferencing Advisors, Inc., 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 of assessment of needs related to and implementation of the City's Smart Conference Rooms Initiative including but not limited to evaluation of technological options, technical assistance and configuration associated therewith. B. Consultant represents that it 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: SCOPE OF SERVICES Consultant's services shall include but are not limited to evaluating the suitability and workability of potential conference room technology; making recommendations on technology solutions to meet the needs and requirements of the City for selected executive conference and meeting rooms; identifying solutions that can be controlled in an integrated manner by a minimum of management devices; identifying the specific equipment, parts, accessories by manufacturer and part number as necessary for the recommended solutions; providing specifications for all facilities, infrastructure, and technology interfaces required to support the recommended solutions; advising on procurement of products related to the initiative; assisting City staff with the appropriate physical location of the equipment and related infrastructure; assisting with the development of a plan and work schedule for the installation and deployment of the smart conference room solutions; configuring, setting up, and testing the devices and services; training City staff on use of the equipment and technology; and providing ongoing technological assistance as needed for the initiative. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept for all services under the Agreement total project fees not to exceed $12,500 in accordance with Appendix A. b. Payment by City shall be made within thirty (3 0) 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. c. Invoices (i) Shall be mailed to City of Santa Ana Attn: Manager of Information Services Information Services— Operations (M -12) P.O. Box 1988 Santa Ana, CA 92702 -1988 (ii) No Purchase Orders will be issued. �_""I N This Agreement shall commence on the date first written above and terminate upon completion of the project and /or three (3) years from the date first written above whichever is earlier, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. Cf M(11M7 W03WK&O WKYIAX"1111 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. 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 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 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, $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. [This section intentionally left blank] c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 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. 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 (3 0) 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. 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 death, 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 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 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 terms 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 mail, postage prepaid, or sent by fax 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) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: and To Consultant: Finance Department City of Santa Ana 20 Civic Center Plaza (M -17) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -5414 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 Conferencing Advisors, Inc. 34175 Camino Capistrano, Suite 103 Capistrano Beach, California 92624 Fax 949 - 493 -3674 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 fax, 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 terns 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 instrument that are inconsistent with, or in addition to, the terns 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 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 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. 16. 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 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 lMARIA D. IIUIZAR David Cavazos Cleric of the Council City Manager APPROVED AS TO FORM: SOMA R. CARVALRO City Attorney Lama A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Francisco Gutierrez Executive Director, Finance Department s CONFERENCINGADVISORS, INC. Tax ID# (Signature) Appendix A. Phase One - Conference Rooms 1600, 831, & 815 Performer Category Price Services related to Room 1600 $ 75 /hour Engineering $3,999 Programming $ 950 Services related to Room 831 Engineering $ 999 Programming $ 350 Services related to Room 815 Engineering $ 999 Programming $ 350 Services Subtotals Engineering $ 5,997 Programming $ 1,650 $ 7,647 Phase Two — On -call Technical Assistance and Design Services Performer Category Price Services for on -going technical assistance with meeting room related technology $ 75 /hour A O® CERTIFICATE OF LIABILITY INSURANCE RATS(MMIDDIYI'(Y) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 10103/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorserradir ). PRODUCER CONTA T NAME: PHONE FAX Automatic Data Processing Insurance Agency, Inc. AIC No EX1: alc No: AD RIESS: 1 Adp Boulevard INSURER($) AFFORDING COVERAGE NAICN Roseland, NJ 07068 INSURERA: The Hartford CLAIMS -MADE 171 OCCUR INSURED INSURER B : CONFERENCING ADVISORS INC PREMISES Ea occurrence) 34175 CAMINO CAPISTRANO STE 103 INSURER C: MED EXP (Any one person) $ Cape Beach, CA 92624 INSURER D: INSURER E, INSURER F: $ COVERAGES CERTIFICATE NUMBER: 271114 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF INSURANCE ADDL INSD SUBR MD POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE 171 OCCUR PREMISES Ea occurrence) $ MED EXP (Any one person) $ PERSONAL &ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ POLICY E JEp [:] LOG PRODUCTS - COMP /OP AGO $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident S BODILY INJURY (Par person) $ ANYAUTO ALL OWN ED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ NON-OWNED HIRED AUTOS P AUTOS PROPERTY DAMAGE Peraccident $ UMBRELLA LIAB OCCUR CH OCCURRENCE $ $ EXCESS ILIAD CLAIMS -MADE REO RETENTIONS $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? (Mandatory in NH) NIA N 76WEGDQ8350 04/01/2014 04/01/2015 PER OTH- STATUTE ER [AGGREGATE L. EACH ACCIDENT $ 1,000,000 L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below L. DISEASE - POLICY LIMIT $ 1,000,000 F ,Eq/^1�„LYY -& tc) F M DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is uV2�1� "415LA t.C�yQP OKneY, js�lsvtn CERTIFICATE HOLDER CANCELLATION A©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Of Santa Ana, Its Officers Agents & Employees ACCORDANCE WITH THE POLICY PROVISIONS. P.O Box 1988 AUTHORIZED REPRESENTATIVE Santa Ana, CA 92702 Flo.,. ��I. 1M,.,.. A©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD A� & CERTIFICATE OF LIABILITY INSURANCE 0DATE 9 /30 /2014YYY) 09/30/2014 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 pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER CONTACT SUPERIORACCESS INSURANCE SERVICES INC 6500 RIVER PLACE BLVD AUSTIN, TX 787204389 PHONE FAX AIC No Eat: BBB 661 -3638 INC, No: 877 6626091 E -MAIL DD • Salloocame rowleis.00m INSURERS) AFFORDING COVERAGE NAIC9 (888) 661 -3938 INSURER A: TRAVELERS CASUALTY INSURANCE COMPANY OF AMERICA 06/01/2014 06/01/2015 INSURED ISAAC SOMSEL INSURER B: DA RE TED Ea occe e c INSURERC: X CONFERENCING ADVISORS INC INSURERD: 34175 CAMINO CAPISTRANO #103 CAPISTRANO BEACH, CA 92624 INSURER E: INSURER F; I NON OWNED AUTO COVERAGES CERTIFICATE NUMBER: 939628713551372 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR LTR TYPE OF INSURANCE ADOL INSD SUER WVD POLICY NUMBER POLICY EFF IMMIDOIYYYYI POLICY EXP MMIDD/YYYY LIMITS A J( COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑ OCCUR X 680- IA170135 -14 06/01/2014 06/01/2015 EACH OCCURRENCE $2000000 DA RE TED Ea occe e c $300,000 X MED EXP An one person) $5,000 w-D Arno I NON OWNED AUTO PERSONAL$AOV INJURY $2,000,000 X LIMITAPPLIES PER POLICY PRO- �( JECT �LDC GENERALAGGREGATE $4,000,400 GEN'LAGGREGATE PRODUCTS - COMP /OP AGO $4,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ BODI LY INJU RY(Per pamon) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Peraccid.rh $ HIREDAUTOS NON -OWNED AUTOS PROPER DAMAGE (Pereccl ent) $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE APPROVED A C ,.�q �� AS yanM RM EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETORIPARTNER /EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) NIA —� Laura p Senior ASST A. Rossini �/ Cant Ct�✓ Attorney PER SRH E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If y s, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) AS RESPECTS TO GENERAL LIABILITY, CITY OF SANTA ANA, ITS OFFICERS, AGENTS AND EMPLOYEES IS ADDITIONAL INSURED- BLANKET ADDITIONAL INSURED- OVNNERS, LESSEES OR CONTRACTORS, CG D1 05. CERTIFICATE HOLDER CANCELLATION CITY OF SANTA ANA, ITS OFFICERS, AGENTS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE AND EMPLOYEES THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PO BOX 1988 ACCORDANCE WITH THE POLICY PROVISIONS. SANTA ANA, CA 92702 AUTHORIZED REPRESENTATIVE L I a - J ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED— OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS: 1. WHO IS AN INSURED (SECTION II) is amended to include as an insured any person or organiza- tion (called hereafter "additional insured ") whom you have agreed in a written contract, executed prior to loss, to name as additional insured, but only with respect to liability arising out of "your work" or your ongoing operations for that addi- tional insured performed by you or for you. 2. With respect to the insurance afforded to Addi- tional Insureds the following conditions apply: a. Limits of Insurance — The following limits of liability apply: 1. The limits which you agreed to provide; or 2. The limits shown on the declarations, in a written contract for this insurance to apply on a primary or contributory basis. 3. This insurance does not apply: a. on any basis to any person or organization for whom you have purchased an Owners and Contractors Protective policy. b. to "bodily injury," "property damage," "per- sonal injury," or "advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, in- cluding: 1. The preparing, approving or failing to prepare or approve maps, drawings, opinions, reports, surveys, change or- ders, designs or specifications; and whichever is less. 2. Supervisory, inspection or engineering b. This insurance is excess over any valid and services. collectible insurance unless you have agreed APPROVED AS TO FORM 11 K.lia � Laura A. Rossini 3eroior Assistant City AttortteY CG D1 05 04 94 Copyright, The Travelers Indemnity Company, 1994. 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