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HomeMy WebLinkAboutARELLANO ASSOCIATES (2) -2015INSURANCE NOT ON FILE N- 2015 -029 WORK MAY NOT PROCEED CLERK OF COUNC DATE, FEB 1 9 1 CONSULTANT AGREEMENT 1 "HIS AGREEMENT, made and entered into this /Q day of�_,lry, oeo/ by and Mr�gll0n between Arellano Associates, a sole ownership entity, (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 communications support services. 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 perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed $25,000 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 the date first written above and terminate on June 30, 2015, unless terminated earlier in accordance with Section 12, below. 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, 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 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 C 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 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. 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. (iv) Certificates and renewals shall be sent to (Robert Cortez, 20 Civic Center Plaza (M31), PO Box 1988, Santa Ana, CA 92701, (714) 647 -5200 x5215) 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. 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 With the exception of insurance certificates and renewals covered by Section 5.e.iv, above, 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 92701 -1988 Fax 714- 647 -6956 With courtesy copies to: City Manager City of Santa Ana 20 Civic Center Plaza (M -25) P.O. Box 1988 Santa Ana, California 92701 Fax 714- 647 -6736 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) M To Consultant: P.O. Box 1988 Santa Ana, California 92701 Fax 714- 647 -6515 Robert Cortez City of Santa Ana P.O. Box 1988 (M -31) Santa Ana, California 92701 Fax 714 - 647 -6954 Arellano Associates 5851 Pine Ave., Suite A Chino Hills, CA 91709 (909) 627 -2974 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. 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 tern 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 herein below 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: m� MARIA 13, . H CJ `1ZAR ,AR Clerk of the Council. APPROVED AS TO FORM: SONIA R. CARV City Attorney CITY OF SANTA ANA 2 DAVID-C,AVAZOS City Manager CONSULTANT lrrmcipai, Associates, LLC) Tax ID# 45- 4181058 EXHIBIT A Implementation of Measure 88- Medlcal Marijuana Dispensary permits Arellano Associates Communications Support Services Scope of Work Consultant will offer communications support services to the City of Santa Ana for the Medical Marijuana Dispensary Permits Project. The proposed services include the following: Project Kick off and Team Coordination Consultant will attend a project kick -off meeting and participate in additional meetings and coordination with city staff as needed. Deliverables: Participation in project kick -off meeting and other team coordination Stakeholder List Over the course of the project, the project team will need to keep track of a myriad of project stakeholders, including elected officials and staff representatives, public agencies, media contacts and other interested parties. To maximize efficiency, Consultant will begin the stakeholder compilation with any City- provided lists. It is anticipated that AA will be refreshing existing lists with additions and updates as needed. Deliverables: Comprehensive Stakeholder List Collateral Material Visual forms of communication make it easierto understand project information and engage stakeholders in the process. Consultant will collaborate with the city in creating a set of collateral materials for the project. Materials may include a project fact sheet /FAQ document, meeting notice, a PowerPoint presentation, display boards, sign -in sheets, and directional signage. AA will also draft webpage content and project notices and information to be added to the City webpage. Deliverables: Project Fact Sheet /FAQ Document Meeting Notice Sign -in sheets /directional signage PowerPoint presentation Display Boards (up to 6) Webpage content Informational Workshops (x3) Consultant will work with the project team to develop meeting parameters and provide guidance for the City to follow in efforts to conduct 3 informational workshops. The purpose of these workshops is to provide information and guidelines to the public regarding the medical marijuana registration application process. Consultant services in support of these workshops will include coordination of meeting times and locations, organization of facility details (including equipment and insurance, if applicable), meeting set- up and clean -up, photography, and refreshments. Consultant is prepared to notice the workshops using the following methods: • E- Blasts — Extremely cost effective method to reach the project database. • Newspaper Advertisements — A display ad can be placed in a regional papers such as the OC Register, plus local weekly papers if appropriate. Online electronic ads are also a cost effective option for noticing. • Public Access Venues — Hard copy notification materials can also be disseminated via City Hall and other public access locations throughout the city as deemed appropriate by city staff. • Social media — If available, project information and meeting notices can be posted to City's existing social media sites, such as Twitter and Facebook. Deliverables: Meeting coordination and logistics Meeting noticing Media Support It is anticipated that there will be a high level of media interest and coverage on the project. Therefore, Consultant is prepared to provide support and strategic advice, including copywriting and drafting of related media materials, and other media coordination as needed. This may include the following items and activities: • Press Releases • Media Packages • Press Conferences • Public Information Requests Deliverables: As- needed media support services E EXHIBIT B City of Santa Ana Implementation of Measure BB- Medicinal Marijuana Dispensary Permits Arellano Associates 11124/14 LABOR COSTS Raul Velazquez Laura Muna -Landa Kyle Santiago TOTAL Senior Project Coordinator Senior Project Manager Asst. Project Coord. Rate *: $ 116.61 $ 172.05 $ 38.23 Hours Cost Hours Cost Hours Cost Hours Cost Project Kick -off and Team Coordination 12 $ 1,399 6 $ 1,032 4 $ 153 22 $ 2,585 Stakeholder List 4 $ 466 $ 16 $ 612 20 $ 1,078 Collateral Materials 10 $ 1,166 $ 24 $ 918 34 $ 2,084 m Inforational Workshops 24 $ 2,799 - $ - 48 $ 1,835 72 $ 4,634 Meeting Noticing 8 $ 933 - $ - 25 $ 956 33 $ 1,889 Media Support Services 10 $ 1,166 16 $ 2,753 40 $ 1,529 66 $ 5,448 SUB -TOTAL 68 $ 7,929 22 $ 3,785 157 $ 6,002 247 $ 17,717 DIRECT COSTS` $ 2,500 —Photocopying/Printing Graphic Design $ 500 Meetin2 Refreshments/Supplies $ 300 Advertisements $ 2,500 Facilit Rental $ 750 $ 500 —Mileage SUB -TOTAL $ 7,050 TOTAL PROPOSED BUDGET $ 24,767 Billed at actual cost. iIi] CERTIFICATE OF LIABILITY INSURANCE Dmrr) 3/24/2015 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 endorsement(s). PRODUCER Wood Gutmann & Bogart Lic #0679263 15901 Red Hill Ave., Suite 100 CONTACT Robin Holloway NAME PHONE ,714- 505 -7000 FAX .714- 573 -1770 IAC E L -MAI robin @wgbib.com INSURERS AFFORDING COVERAGE NAIC p Tustin CA 92780 INSURER A: Hartford Accident and ACP7816098272 /26/2014 INSURED ARELL -1 INSURER B:Philadelphia Indemnity Ins Co. $1,000,000 Arellano Associates LLC INSURERC:Amco Insurance Company Genoveva Arellano 5851 Pine Ave Ste A INSURER D: Nationwide Mutual Ins Co INSURER E: Chino Hills CA 91709 INSURER F MED EXP(Any one person) COVERAGES CERTIFICATE NUMBER: 1231878271 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 INSO MD POLICYNUMBER POLICY EFF MMIODMIYY POLICY EXP mium 'W LIMITS C X COMMERCIAL GENERAL LIABILITY ACP7816098272 /26/2014 3/26/2015 EACH OCCURRENCE $1,000,000 CLAIMS -MADE ❑X OCCUR PREMISES Ea oNTgrance $300,000 MED EXP(Any one person) $5,000 PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIM IT APPLIES PER GENERAL AGGREGATE $2,000,000 X POLICY � PRO- E LOC JECT PRODUCTS - COMP /OP AGO $2,000,000 $ OTHER I D AUTOMOBILE LIABILITY ACP7816098272 /26/2014 /26/2015 COMBINED SINGLE IT $1,000,000 BODILY INJURY (Par person) $ ANY AUTO ALL OWNED X SCHEDULED AUTOS AUTOS BODILY INJURY Per accident ( ) $ Ix HIRED AUTOS X NON -OWNED AUTOS PROPERTYDAMAGE Per accident $ C X UMBRELLALIAB X OCCUR ACP7816098272 /26/2014 312612015 EACH OCCURRENCE $2,000,000 AGGREGATE $2,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $0 1 $ A WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN 72WECDQ0297 /27/2015 2/27/2016 PER OTH- X STATUTE ER E.L. EACH ACCIDENT $1,000,000 ANY PROPRIETOWPARTNETEXECUTIVE r_1 OFFICER /MEMBER EXCLUDED? N/A E.L. DISEASE - EA EMPLOYE $1,000,000 (Mandatory is Ni If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT 1 $1,000,000 B C Errors & Ommisslons Valuable Papers & Records PHSD924345 ACP7816098272 /8/2014 3121 /8/2015 126/2015 2,000,000 /Claim 2,000,001 25,000 DESCRIPTION OF OPERATIONS) LOCATIONS I VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If more space Is required) RE: All Operations for the City of Santa Ana Certificate holder is named as additional insured on the General Liability per attached PB6003 04 11. Primary and Non - Contributory applies on the General Liability per attached PB6072 07 11. oc�'reoNa t N- ao�S —o�`1 p �t�JIP�ps+ CERTIFICATE HOLDER CANCELLATION 1 h&V o" @ 1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) 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 ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana CA 92702 AUTHORIZED REPRESENTATIVE @ 1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD BUSINESSOWNERS PB 60 72 07 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT TO OTHER INSURANCE CLAUSE FOR ADDITIONAL INSUREDS - PRIMARY AND NOW CONTRIBUTORY WHEN REQUIRED IN A WRITTEN AGREEMENT OR CONTRACT WITH YOU This endorsement modifies insurance provided under the following: PREMIER BUSINESSOWNERS COMMON POLICY CONDITIONS Only with respect to any additional insured, in the COMMON POLICY CONDITIONS, form PB 00 09, under condition H. OTHER INSURANCE, paragraph 2.a. is replaced by the following H. OTHER INSURANCE 2. Under any liability coverage provided by this policy, a. If for injury or loss we cover, there is other valid and collectible insurance available to any additional insured under another policy, our obligations are limited as follows: (1) Issued by another insurer, or if there is self insurance or similar risk retention that applies to a loss covered by this policy, then this insurance provided by us shall be excess over such other insurance, unless you have agreed in a written contract or written agreement signed prior to the loss that this insurance shall be primary: (a) Then this insurance is primary. If other insurance is also primary, we will share with all that other insurance as described in d. below, and (b) The coverage afforded by this insurance is non - contributory with the additional insured's own insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured to any other person or organization's policy.; or (2) Issued by us or any of our affiliate companies, that applies to a loss covered by this policy, then only the highest applicable Limit of Insurance shall apply to such loss. This condition does not apply to any policy Issued by us that is designed to provide Excess or Umbrella liability insurance. All terms and conditions of this policy apply unless modified by this endorsement. �2 PS 60 72 07 11 Includes copyrighted matenal of Insurance Services Office, Inc., with its permission. Page 1 of 1 BUSINESSOWNERS P13 60 03 0411 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MUNICIPALITIES OR PUBLIC AGENCY - INSURED PROVIDING PROFESSIONAL SERVICES This endorsement modifies insurance provided under the following: PREMIER BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section II. WHO IS AN INSURED: The municipality and /or public agency designated in the Schedule of this endorsement is also an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused In whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in connection with your operations, other than the rendering of or the failure to render professional services, advice of instruction, subject to the following additional exclusion: This insurance; including any duty we have to defend "suits ", does not apply to "bodily injury", "property damage" or "personal and advertising Injury' that arises out of, in whole or in part, or is a result of, in whole or in part, the active or primary negligence of the municipality and/or public agency designated in the Schedule of this endorsement, whether or not such negligence has been assumed by you in a contract or agreement. All terms and conditions of this policy apply unless modified bythis endorsement. Municipality and /or Public Agency: 'I' 0 -,p0IS -oaf SCHEDULE �1 PB 60 03 0411 Page 1 of 1