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HomeMy WebLinkAboutROMO PLANNING GROUP (RPG)t. City of Santa Ana 1, Clerk of the Council - AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. Return form to the Clerk of the Council Office (M-30). Call 647-5237 if you have any questions. The agreement with No. A-2008-133 and final payment has been made. Revised 07-23-07 was completed on G 1 30 � ZP0-i Department: Phone/Ext.: TT-, Z Signature: Date: INSURANCE NOT ON FILE "KMAY �j PROCEED CLERK OF COUNCILnATEAUG 2 , Mt A-2008-133 CONSULTANT AGREEMENT p: PBA ( ) Tonia Zerba THIS AGREEMENT, made and entered into this 2nd day of June, 2008 by and between ROMO PLANNING GROUP, 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 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: 1. SCOPE OF SERVICES Consultant shall provide environmental study and related technical study services, including third party review, related to analyses of the California Environmental Quality Act and the National Environmental Policy Act, as set forth in City's Request for Qualifications for Environmental Consultants, incorporated to this Agreement by reference, and Consultant's Proposal, attached hereto as Exhibit A and incorporated by reference to this Agreement. Said services shall be provided at the request of the Executive Director of the Planning and Building Agency, as evidenced by a writing signed by the Executive Director and the City Attorney. 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. City 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 June 30, 2009, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Planning and Building 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 insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation 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 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: 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 With courtesy copies to: and Executive Director of Planning and Building City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 973-1461 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: Romo Planning Group Mr. Gustavo Romo 2560 N. Los Lomitas Way Covina, CA 91724 Telefacsimile (626) 966-1320 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. 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. 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 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. PATRICIA E. HEA] Clerk of the Council APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: ty Laura Sheedy Assistant City Attorney CITY OF SANTA ANA DAVID N. R M City Manager ROMO PLANNING GROUP, INC. � I'a '�� • Principal Tax ID# 71—d EXHIBIT A CONSULTANT'S PROPOSAL AND FEE SCHEDULE J April 10, 2008 romo planning group, inc. J J J J J J J J J J Attn: Mr. Pedro Guillen City of Santa Ana Planning Division, M-20 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 SUBJECT: REQUEST FOR QUALIFICATIONS CONSULTANTS Dear Mr. Guillen: FOR ENVIRONMENTAL Romo Planning Group (RPG) is pleased to submit the enclosed qualifications for consideration in being included in your list of environmental consultants for future City work. We look forward to meeting with you to discuss how we can be of assistance in providing quality environmental services to the City of Santa Ana Planning & Building Agency. We are confident that our experience working with several cities and counties throughout Southern California will make RPG a valuable partner. RPG can offer the City of Santa Ana several important advantages, which set us apart from other consulting firms: ■ RPG works .primarily for public agencies, with a focus on cities and counties. Our team of independent contractors works as an extension of City and County staff and as project managers. We are the individuals larger firms hire when they need specialized services or must secure important contracts. ■ Our team has over 34 years of combined planning experience and ranges from Assistant Planners to Planning Directors. Our planners not only specialize in environmental review and document preparation, but also offer current and advanced planning services, General Plan updates, discretionary project management, zoning code amendments, and specific plan preparation. • Our planners have worked on various environmental projects, from third parry review of environmental documents to actual preparation of supplemental EIRs, Initial Studies, and Mitigation Monitoring Programs. We have experience in both CEQA and NEPA implementation. Our team focuses on public relations and is skilled in bringing planning information to the public rin a way that engages and encourages participation. Because our team works on a daily basis 2560 North Los Lomitas Way, Covina, California 91724 Office (626) 926-1901 . Fax (626) 966-1320 . Website: http://v w�v.romoplannin- oup.com N� romo planning group, inc. J J J J J J J J J J J J J J J with public agencies, we are very aware of public concerns the environment and can aide in ensuring positive public opinion during the environmental review process. ■ RPG offers additional levels of expertise based on the individual needs of our clients with our diverse array of contract planners. ■ RPG also contracts with Willdan, a company that provides Building, Engineering and Planning Services to communities throughout the Western United States, and can offer Santa Ana an endless menu of services based on your needs. The Willdan Group of Companies has offices throughout southern California, including an office in Anaheim. Willdan will be available on -call to provide any technical services that may be determined as necessary to complete technical studies. Overall, RPG can offer the City of Santa Ana an experienced and knowledgeable team that is ready to begin work immediately. Thank you for considering us. If you have any questions, please feel free to contact me at (626) 926-1901. Respectfully submitted, 4 C Gustavo J. Romo Principal & Project Contact ti 2560 North Los Lomitas Way, Covina, California 91724 Office (626) 926-1901 . Fax (626) 966-1320 . Website: http://www.romoplanninggroup.com 0 J J J J J J J J STATEMENT OF QUALIFICATIONS Gustavo J. Romo began RPG in the year 2001 after receiving an MBA degree and having worked as a city planner for more than 10 years. His intent was to provide land use entitlement services to developers and wireless telecommunication providers. However, in a short period, he found a niche serving as a project manager and interim staff planner for several Southern California jurisdictions and has since provided assistance to more than 17 communities at various capacities. Mr. Romo has been contracting with planning firms, cities, and private developers as a division manager, case planner, and staff planner for the last 7 years. The primary objective of RPG is to offer services that will enhance customer service, organization, communication, code interpretation and implementation for community development departments and arrive at solutions to help achieve the goals and objectives of a jurisdiction's General Plan. With more than 17 years of planning experience, Gustavo J. Romo and a network of independent city planners work through RPG to match their urban planning skills with temporary staffing requests and case -by -case assignments. RPG attracts independent planners by providing professional and commercial liability insurance, medical insurance, disability insurance, and technical/administrative support. Due to RPG's low overhead costs, the planner retains 80-90% of the fees charged to the local jurisdiction. The jurisdiction, in turn, avoids paying the high rates often associated with large consulting firms. As a result, planners seeking work through RPG offer diverse backgrounds and experience and are very adept in all aspects of the urban planning process. Page 3 i R-TrG .J J J J J J J J J J J J J J J RATES FOR SERVICES Hourly Rates: (typically for third party review; however, may also apply to document prep) i $120.00/hour Principal Planner $100.00/hour Senior -level Planner $80.00/hour Associate -level Planner $65.00/hour Assistant -level Planner Fixed Rates available as requested and on case -by -case basis: Initial Study resulting in Negative Declaration: $5,000 Initial Study resulting in Mitigated Neg Dec: $7,500 Environmental Impact Report: Based on Scope of Work Payment Schedule: Third party review: Billed monthly (due 30 days from invoice submittal) Document Preparation: 25% due upon submittal of draft document 65% due upon submittal of final document s 10% due upon adoption/certification of final document �r y r- 1� - s Page 18 ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to%the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to.the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective , this endorsement form as a part of Policy # _ Issued to Named Insured Countersigned by Authorized Representative WORKERS' COMPENSATION DECLARATION I Gustavo J. Romo, CEO/Principal— hereby affirm under penalty of perjury, the (Name/Title) following declaration: I certify on behalf of Romo Planning Group Inc. that during the term of my (Organization Name) contract with the City of Santa Ana, I will not employ any person in any manner so as to become subject to the workers' compensation laws of California, and agree that if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions. DATE: October 14, 2008 M. Name: Gustavo J. Romo Title: CEO/Principal Telephone: (626) 926-1901 WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000). IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES. �I�I,ROei }:l� AS TO FORM A;�istant Litt' ?�ttorn�y A-200e?-133 ROMOPLA Client#: 78075 DATE IMMrOD/ro �Qr CERTIFICATE OF LIABILITY INSURANCE D9rz6,D6 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION PRODUCER ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HRH Professional Practice HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Insurance Brokers, Inc. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 2030 Main Street, Suite 350 INSURERS AFFORDING COVERAGE irvine, CA 92614.7248 INSURER A. Employers Fire Insurance Company INSURED Romo Planning Group, Inc. INSURER& St. Paul Fire & Marine Insurance O. 2560 N. Los Lomltas Way INSURER C: Covina, CA 91724 WSURERD: OVERAGES PER THE POLICIES OF ANY REQUIREMENTHSTANDING S TERM ORSCONDRION OF ANY CON EN {SSUED TO I TRACT OR OTHER DOCUMENTT HSURED NAMED BRESPECi TOEWHHIICHYTHISI CERTNS AN ED MAY BETSSUED OR OF SUCH MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMOS. FF IU Y MOTION UMITS PDOCYNUMBER A M VGENE�UABIUTN OF INSURANCE 09120108 09r20109 EACH OCCURFIENCE $1 OOO ODD FFIU40950 FIREDAMACE(CwLGENERALLIABILRY MEDEXP(Allroneperson) $5000 IMSMADE � OCCUR vPRStlNALAADVINJURY $1,000,000 A ANY AUTO ALLOWNEDAUTOS SCHEOULED AUTOS HIRED AUTOS NCN.OWNED AUTOS ANY AUTO — EXCESS UABILm f OCCUR CAIMSMADE DEDUCTIBLE RETENTION S WORKERSr MPENSATRNI AND EMPLOYERS' LIABILITY 09/20108 09120109 COMBINEDSINGLELIMIT (Ea.c W) $1,000,000 BODILY INJURY (P.,$BfBOD) y BODILY INJURY (Pe,eorJEVM) $ PROPERTY DALIACE (Per BcdtlMl) $ 1R M Z I I I THER AUTO ONT LAY $ B OTHER 09/10108 09/20109 $1,000,000 Per Claim rofesslonal OP03812748 $1 000 000 A re atE tat DESCRIPTION OF O""TIONSROCATIONSAMHICLESAUIC WSIONS ADDED BY ENDORSEMENT/SPECIAL PROWMONB CERTHOLOER IS NAMED AS ADDITIONAL INSURED ON GENERAL LIABILITY POLICY -SEE ATTACHED ENDORSEMENT CITY OF SANTA ANA L PLANNING& BUILDING AGENCY ATTN: BILL APPLE P.O. BOX 1988, M-20 SANTA ANA, CA 92702 S pf97)1 of 2 #MJI44687 SHOULD ANYOF TN E ABOVE DESCRIBED poUrIES BE CANCELLED 09FOU THE EWIRARON DATE THEREOF, THE ISSUING WSURER mNXIII0>0M TOMAIL 30-0 AYSWRRTEN NOTICE TOTME CERTIFICATE MOLD BB NALIED TOTHELEFT SLY 0 ACORD CORPORATION 1988 OneBeacon Architects and Engineers Extender Additional Insured Language" The following policy language is from Employers Fire insurance Company Business Owners Liability Coverage Form G 1591103 05: Form G15911 03 05 Amends the Commercial General Liability Coverage Form: 1 The following are added to Section It —Who Is an insured: a. person or organization required by Written Contract Any person or organization that you agree to add as additional insured under this General Liability coverage Part in 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 and advertising injury" is first committed, but only with respect to that person's or organization's liability arising out of your non- professional work for that person or organization. However such person or organization is not an additional insured with respect to any: (1) "Bodily Injury", "property damage", or "personal and advertising injury" that does not arise out of: (a) Your Negligence: or (b) The negligence of another person or organization for whom you are liable; (2) "Bodily injury: "property damage" or "personal and 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; (3) "Property Damage" to: (a) Property owned, used or occupied by or loaned or rented to, such person or organization: or (b) Property over which such person or organization is for any purpose exercising physical control: (4) All Professional liability as an architect Or engineer arising out of any construction agreement or activities under which any insured or anyone acting on any insured's behalf provides or provided service, advise, expertise or work. Construction includes, but is not limited to, the plan, conception, design, build, on reconstruct, made to real prop". Construction alsorincludes ction thelh'iring, supervision olr, or in any improvement r management of these P P rtY activities. However, this exclusion does not apply to liability arising out of an insured's presence at a jobsite that was not caused by professional activities listed in the above paragraph. Primary & Non -Contributory: This insurance will be considered primary to, and non-contributory with any other insurance issued directly to a person or organization added as an additional insured. Per Project Aggregate: Section III Limits of Insurance is amended by adding the following: The General Aggregate Limit under Section III -Limits of Insurance applies separately to each of "your projects" or each location listed in the location information in the common policy declarations. Separation of Insureds: Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the First Named Insured, this insured applies: a. As if each Named insured were the only Named Insured; and b. Separately to each insured against whom a ciaim is made or "suit" is brought. Waiver of Subrogation: Transfer of Rights of Recovery Against Other to Us in Section IV — Commercial General Liability Conditions: However, we waive the right of recovery and proceeds we may have against any person or organization that is addedas an additional insured under 1.1.a a. Because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" in ongoing operations include or included in the "products -completed operations hazard" and b. Performed 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 and advertising injury" is committed; and C. You specifically agree in such written contract or agreement to waive those rights of recovery and proceeds for such person or organization. Named Insured: ROMO PLANNING GROUP, INC. Policy No.: FFIU40950 Additional CITY OF SANTA ANA Insured: "Fran Farm: 61591103 05