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HomeMy WebLinkAboutMULLEN & ASSOCIATES Inc 3 -2005 0'. fzcs (c\1t&~1 INSURA~M UN fiLE WORK lvi/\, rROCEEO UNTIL INSURANCE EXPIRES 7 - ;(J-J-CHr CLERK OF COUNCIL DATE: II -..11-0 S- THIS AGREEMENT, made and entered into this 25th day of October, 2005 by and between Mullen & Associates, 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"), /I!~ JOo"/-D31-0/ AMENDED AND RESTATED CONSULTANT AGREEMENT .- RECITALS A The City and Consultant entered into Agreement N-2004-031, dated April 22, 2004, (hereinafter "said Agreement") by which Consultant has provided electrical engineering consulting and design services for the Santa Ana Zoo and the Santiago Park Lawn Bowling and Tennis Court R Said Agreement was terminated by operation of law, The parties wish to amend and restate said Agreement to provide continuous services in order to design a complete project without duplicating work previously completed by Consultant 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 electrical engineering design and consulting services for a public address system at the Santa Ana Zoo, as set forth in Exhibit A-I, attached hereto, Consultant shall also provide design and consulting services for lighting and control at the Lawn Bowling Center and demand control at the Santiago Park Tennis Courts, as set forth in Exhibit A-2, attached hereto, Consultant shall deliver to City all work product which results from the services provided, Said work product shall be submitted in a 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 the Agreement, including but not limited to books, reports, plans and drawings produced as part or result of this project, the Consultant agrees and shall ensure that all of Consultant's affected officers, employees, agents, contractors, and volunteer workers also understand and agree that (a) such material may not be copyrighted without prior review from the City: (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, 2. COMPENSATION a, City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibits A-I and A-2, The total sum to be expended under this Agreement shall not exceed $10,000,00 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 April 22, 2004 and terminate on June 30, 2006, unless terminated earlier in accordance with Section 12, below, The term of this Agreement may be extended upon a writing executed by the Executive Director of Parks, Recreation and Community Services 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, ajoint 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 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 ofthis Agreement, including, without limitation, acts involving vehicles, The amounts of insurance shall be not less than the following: single limit coverage applying to 2 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 Attomey, b, 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 c, Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, d, 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, e, 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: (I) 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 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 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 3 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 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) P,O, Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 4 With courtesy copies to: Executive Director of Parks, Recreation and Community Services City of Santa Ana 20 Civic Center Plaza (M-23) P,O, Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-4235 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: Mullen & Associates, Inc, 1200 N, Jefferson Street, Unit D Anaheim, California 92807 Telefacsimile (714) 632-3849 Attn: Larry Mullen 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, 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 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, 5 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 oftermination, 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 6 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 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 Amended and Restated Agreement the date and year first above written. CITY OF SANTA ANA ATTEST: ~ PATRICIA E. HEALY Clerk of the Council DA yyfliilJa. City Manager APPROVED AS TO FORM: JOSEPH W, FLETCHER City Attorney BY~LA/L5~7 La ra Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT ~~ GERARDO MOU Executive Director Recreation and Co Services Agency '------:-- c:::::{~ :'_ LARRY MULLEN President Tax ID# er.::;- 34- Z 3' 5>8<f 7 EXHIBIT A-I SANTA ANA ZOO SOUND SYSTEM Scope of Services Consultant will design the electrical system for the public address system at the Santa Ana Zoo, as follows: I, Design electrical system for site wide Public Address System including conduits for future CCTV. Recommend 60 speakers 50 ft. O.c. Cost of complete system including amps, wire, conduit, mounting, speakers, etc, is estimated to be forty to seventy thousand dollars, 2, Meet with City staff to design: A. Electrical requirements of equipment 8, Sound requirements, 3, Detail electrical work to support competitive bidding, including: A. Plan drawings. 8, Panel schedules. C Single line diagrams, D. Sound block diagrams. E. Device mounting details, F, Equipment rack elevations, 4, Review shop drawings, 5, Specifications prepared by Mullen and Associates, Inc. 6, Field investigation. Compensation Compensation for the above items of work shall be a lump sum fee of five thousand, three hundred ninety-five dollars ($5.395,00), payable in proportion to percentage of work completed, Additional services outside this Scope of Services shall not be performed without the written authorization of the City, When so authorized, Consultant shall provide the services at the following rates: Electrical Engineer $110.00 per hour, Project Engineer $100,00 per hour, Senior Design Engineer $90,00 per hour, Designer $70,00 per hour, Draftsman $60,00 per hour, Clerical $50,00 per hour, 8 EXHIBIT A-2 SANTIAGO PARK - LAWN BOWLING LIGHTING Scope of Services Consultant will design the electrical system for the Lawn Bowling Lighting and Control and for Demand Control for the existing Tennis Court at Santiago Park, as follows: I, Meet with City staff to define: A. Electrical requirements of equipment B, Lighting and control requirements. 2, Coordinate services requirements with electrical and telephones company as required, 3, Detail electrical work to support competitive bidding, including: A. Plan drawings 8. Panel schedules C. Single line diagrams. 4. Review shop drawings, 5, Specifications prepared by Mullen and Associates, Inc, 6. Field investigation, 7, Structural Engineering of pole base included, Compensation Compensation for the above work items shall be a lump sum fee of Four Thousand, Six Hundred Dollars ($4,600,00), payable in proportion to the percentage of work completed, Additional services beyond the Scope of this Agreement shall only be provided upon the written authorization of City and shall be charged at the following rates: Electrical Engineer $110,00 per hour, Project Engineer $100,00 per hour, Senior Design Engineer $90,00 per hour, Designer $70,00 per hour, Draftsman $60,00 per hour, Clerical $50,00 per hour, 9 ~ CERTIFICATE OF LIABILITY INSURANCE T DATE (MMJOD/'fYVY) 11/01/2005 PROOUCER (714)905-1923 FAX (714)905-1910 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION" Hayward Tilton & Rolapp Ins. Assoc., Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR License #0614365 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P.O. Box 25529 Anaheim, CA 92825-5529 INSURERS AFFORDING COVERAGE NAIC# INSURED Mullen" Associates, Inc. INSURER A: U.S. Fidelity and Guaranty Co. 1200 N. Jefferson Street INSURER B: National Liability & Fire Compa. IY Suite 0 INSURER c: Everest National Insurance Co. Anaheim, CA 92807 INSURER 0: INSURER E: 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 ~S, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, "SR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION u"rrs ~ERALUA81UTY BK02131153 07/24/2005 07/24/2006 EACH OCCURRENCE $ 1,000,000/ .! 5MMERCIAl GENERAL LIABILITY DAMAGE TO RENTED $ 300, 000/ _ CLAIMS MADE 00 OCCUR MED EXP (Anyone person) $ 10,000/ A Deductible- None PERSONAL & ADV INJURY $ 1,000,000 GENEAAlAGGREGATE $ 2,000,000 -Yl'~ AGG~nE LIMIT Ar:~:tIPER: PRODUCTS.COM~OPAGG $ 2,000,000 X POLICY j'fg,: LOC ~UTOMOBILE UABIUTY BK02131153 07/24/2005 07/24/2006 COMBINED SINGLE LIMIT (Eaaccidant) $ 1,000,000 ANY AUTO - , - All OWNED AUTOS OTE: THIS COVERAGE IS BODilY INJURY FOR NON-OWNED & HIRED (Per person) $ A X SCHEDULED AUTOS HIRED AUTOS ! UTO COVERAGE ONLY- NO BODILY INJURY X $ NON.OWNED AUTOS OWNED VEHICLES. (Per accident) i Deductible-None PROPERTY DAMAGE - (Per accident) $ ~RAGE UABlUTY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EAACC $ AUTO ONLY: AGG $ EXCESSJUMBRELlA UABIUTY EACH OCCURRENCE $ o OCCUR 0 CLAIMS MADE AGGREGATE $ $ R DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND 0100004443 051 02/04/2005 02/04/2006 X I WC STATU- 10,!.'!" EMPLOYERS' UAB1UTY E.L. EACH ACCIDENT $ 1,000,000 B AN'( PROPRIETOR;PAATNEFl/EXECUTIVE OFFICERiMEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYE $ 1,000,000 Ifyas, dt:l$Clibe under E.L. DISEASE - POLICY LIMIT $ 1 000 000 SPECIAL PROVISIONS below IP"r'lW'essional L iabil ity 48AEOO0605051 01/04/2005 01/04/2006 $1,000,000 Each claim C $1,000,000 Aggregate $10,000 dedutible OESCll~ OF 0~Tl~J'"""'J"'~S/~ClESCJil(CLUSI:rS~8Yfr:DO~/..a:lALPRO_S . . e: A wor per orme or t e lty 0 anta na- Par s, Recreatlon & Communlty Servlces Agency y the named insured. ertificate holder is added as additional insured as per Add'l Insured Endt. CL/BF22681004 attached. Note:Ten Day Notice of Cancellation for Non-Payment of PrenriumVNon-Submission of Payroll Report. City of Santa Ana Parks , Recreation & Community Services Agency Attn: Carla Thompkins P.O. Box 1988 M-23 APPROVED AS T Santa Ana, CA 92702 SHOULD ANY OF TliE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WIll ~16 MAIL. 1: 30 DAYS WRlnEN NonCE TO THE CERTIFICATE HOLDER NAMED TO TliE LEFT. ~l{v','Il6IIi>''\II'll'ttlllOOtBllXlIIIIIl-''Y~XX: ~""'("'f<IliIeilil(,]l""Y""''''''''''XX)()(XXX)(: AUTHORIZED REPRESENTATIVE Cl ~ Et . Dona Deli ht LD D" ACORD 25 (2001/08) FAX: (714)57 Laura Stitt Assistant Ci cedy Attorney @ACORDCORPORATlON1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed, A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). ~ 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 cartificate holder in lieu of such endorsement(s), '- . DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does It affirmatively or negatively amend, extend or a~er the coverage afforded by the policies listed thereon, - APPROVED AS TO FORM ~ tllf Laura Stitt Sheedy Assistant City Attorney ACORD 25 (2001/08) Policy Number. BKD2131153 Insured: Mullen & Associates, Inc. Person Or Organization - Primary And Non-Contributory When Required By Written Con1ract ADDmONAL INSURED ENDORSEMENT THIS ENDORSEMENT OiANGES THE POLICY. PLEASE READ IT I:ARERJLL Y. This endorsement modifies insurance provided under the following: LIABILITY COVERAGE PART 1. The following is added to SECTION II, WHO IS AN INSU RED, 2.: Person Or Organization Required By Written Contract {al Property owned, used or occupied by, or loaned 0 r rented to, su ch person or organizatim: (bl Property over which such person or organization is for any purpose exercising physical control; or Any person or organization that you agree to add as an insured under this Liability Coverage Part in a written contract or agreement that is made before, and in effect when. the "bodily injury" or "property dalllilge" occurs or the offense that causes the "personal injury" or "advertising injury" is first committed, but only with respect to that person's or organization's liability arising out of "your work" for that person or organization However, such person or organization is not an insured with respect to any: (4) "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any architect's, engineer's or surveyor's rendering of, or failure to reniEr, any "professional service"; or (1) "Bodily injury", "property damage", "personal injury" or "advertising injury" that arises out of the independent acts or omissions of such person or organization; or (5) "Bodily injury" or "property dil1l8ge" caused by "your work" induded in the "products-completed operations hazard" unless you are required to provide such coverage for such person or organization by a written contract or agreement that is made before, and in effect when, the "bodily injury" or "property d<l11age" occurs and then: (2) "Bodily injury". "property damage", "personal injury" or "advertising injury" for which such person or organization has assumed liability in a contract or agreement, except for liability for damages that such person or organization would have in the absence of the contract or agreement; (u) Only for the period of time required by such written contract or agreement; and (b) In no event beyond the expiration date of the policy to ~jd1 this endorsement is attached; or APPROV~D'P~rtrtl1~RM (6) Limits of liability, as stated in Section III - LIMITS OF LIABILITY, that exceed the limits of liability required by such written contract or agreement that is made before. and in effect when, the "bodily ~!Bf l;1lii 10 01 ~ ';',/c; I.,r"fel "'wrighled m.lefial oIlns.rant:!! Servi<es Offit:e.lnc.. with ils permission, Laur Sl1tt Sheedy Copyri!Jl\t. Insu"",. Services Offi<e, In". 2001 .'~,ssistant City Attorney P,ge 1 nf2 Injury" or "property damage" occurs or the offense that causes the "personal injury" or "advertising injury" is first committed, This endorsement does not increase the limits stated in SECTION III - LIMITS OF LIABILITY and shovvn in the Liability Coverage Part Declarations, 2, The following replaces SECTION IV. CONDITIONS. 5. "Other Insurance", I. Primary InsQrance, (21: (2) However, this insurance will be considered primary to, and non- contributory with, "other insurance" issued directly to a person or organization added as an additional insured under SECTION II. WHO IS AN INSURED,2. (al Paragraph h. Certain Additional Insureds By CDntract Dr Agreement or (b) PersDns Or Organizations Required By Written Contract if you specifically agree, in that written contract or agreerrent, that this insurance must be primary to, and non- contributmy with, such "other insurance", This insurance will then be applied as primary insurance for damages for "bodily injury", "property damage", "personal injury" or "advertising injury" to which this insurance applies and that are incurred by such person or organization, and we will not share those damages with such "other insurance", 3, The follDlNing replaces SECTIDN IV. CDNDITIONS. 8. Transfer Of Rights of Ilef;overy And Proceeds Against Oll1ers TD Us: a. If any insured has rights to reCO\ler all or part of any payment we have made under this Liability Coverage Part, those rights and the proceeds of any settlement or judgment that may result from the exercise of those rights, belong to us, You an all other insured that are, or may be, involved in an "occurrence", or offense that causes "personal injury" or "advertising injury". tor which we make, or Cl;1lF22sa 1004 may make, a payment must do all that is possible after that "occurrence" m otfoose to: (1) Preserve those rights and proceeds; (2) Coope rate with us in any attemr' to exercise such rights or reCO\ler such proceeds, b. However, we waive any right of recovery and proceeds we may have against any person or organization that is added as an additional insured under the Paragraph Person Or Organization Required By Written Contract of SECTION II. WHO IS AN INSURED. 2.: (1) Because ot payments we make tor "bodily injury", "property damage", "personal injury" or "advertising inJUry" arising out of "your work" in ongoing operatioos or included in the "products- completed operations hazard"; and (2) Perfonned under a written contract or agreement that is made before, and in effect when, the "bodily injury" or "property damage" occurs or the offense that causes the "personal injury" or "advertising injury" is corrrnined; and 131 You specifically agree in such written contract or agreement to waive those rights of recovery and proceeds for such person or organization, All other tenns ot your policy remain the same. APPROVED AS TO FbltM tf!st[!tc, ---- Assistant City A ;" ',' Includes: copyrighted materia' of Insurance SelVices Office, Ine.. with its permission. Copyright, Insurance SeNices Office, Inc., 2001 Page 2 01 2