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HomeMy WebLinkAbout5904PROFESSIONAL SERVICES AGREEMENT Engineering Services for Bremerton Marina Retaining Wall Installation The City of Bremerton ("City") and Development Engineering, PLLC ("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: The Consultant agrees to perform the services more specifically described in Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.H of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. H. Term: The City and the Consultant agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement. The parties agree that the work described in Exhibit A is to be completed as provided for in the work schedule attached hereto as Exhibit B; provided however, that additional time shall be granted by the City for excusable delays or extra work as provided for in Section IX.A of this agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed $6,000. Consultant's charges and bills shall conform to the fee schedule attached hereto as Exhibit C and incorporated herein by this reference. The Consultant shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and billing fees shall be as delineated in Exhibit C. Consultant shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services. if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance with Exhibit C. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field Page 1 of 10 Bremerton/Development Engineering, PLLC Engineering Services for Bremerton Marina Retaining Wall Installation Rev. 07/2018 of expertise. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to control the City's employees and other Consultants. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub -consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub -consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Consultant. V. Indemnification: A. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement except for that portion of the injuries and damages caused by the City's sole negligence, unless Consultant is conducting work pursuant to Subsection B below. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. B. Architects. Engineers and Any Other Professional Listed In and Performing Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that Consultant's services provided pursuant to this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. Page 2 of 10 Bremerton/Development Engineering, PLLC Engineering Services for Bremerton Marina Retaining Wall Installation Rev. 07/201 S VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub -consultants or sub -contractors. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and 3. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim; and 4. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. Any payment of deductible or self -insured retention shall be the sole responsibility of the Consultant. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a "claims -made" basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative Page 3 of 10 Bremerton/1Consultantl Engineering Services for Bremerton Marina Retaining Wall Installation Rev. 07/2018 VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub -consultants or sub -contractors. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and 3. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim; and 4. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. Any payment of deductible or self -insured retention shall be the sole responsibility of the Consultant. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a "claims -made" basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative Page 3 of 10 Bremerton/[Consultant] Engineering Services for Bremerton Marina Retaining Wall Installation Rev. 07/2018 obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6" Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. VII. General Conditions: A. Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles ("GAAP") to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Tacoma, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City's sole risk. C. Use of PhotogfNhs and Images. Consultant shall not use or distribute photographs or images depicting City officials, personnel, property, or equipment whether prepared by Consultant or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub -consultants in Page 4 of 10 Bremerton/Development Engineering, PLLC Engineering Services for Bremerton Marina Retaining Wall Installation Rev. 07/2018 the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. E. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Tacoma, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. F. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. G. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. H. Modification: This Agreement may only be modified by written instrument signed by both Parties. I. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. Notices to be sent to: CITY: Attn: City Clerk City of Bremerton 345 6th Street, Suite 100 Bremerton, WA 98337-1891 Notices to be sent to: CONSULTANT: Attn: Glen Coad, PE Development Engineering, PLLC PO Box 446 Tacoma, WA 98401 J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. K. Non -Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. L. Coffin pliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. Page 5 of 10 Bremerton/Development Engineering, PLLC Engineering Services for Bremerton Marina Retaining Wall Installation Rev. 07/2018 M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. N. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. O. Assignment: Any assignment of this agreement by the Contractor without the written consent of the City shall be void. VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, disability, or sexual orientation except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement shall remain in force until completion and acceptance of the services, termnated by written instrument upon mutual consent, or by the City of Bremerton for convenience. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non- performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party's sending notice to the non -performing Party. Any Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through.the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. A. Excusable Delays: The right of Consultant to proceed shall not be terminated nor shall Consultant be charged with liquidated damages for any delays in the completion of the work due to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials, equipment, tools, or labor by reason of war, national defense, or other national emergency; 2) any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and without the fault or. negligence of the Consultant, including, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER, that the Consultant must promptly notify the City within ten (10) calendar days in writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for completing the work for a period of time commensurate with the period of excusable delay. B. Rights Upon Termination: In the event of termination, the City shall pay for all services performed'by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City Page 6 of 10 Bremerton/Development Engineering, PLLC Engineering Services for Bremerton Marina Retaining Wall Installation Rev. 07/2018 without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. X. Suspension & Debarment. For contracts involving Federal funding, Consultant hereby certifies, by signing this agreement, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. Consultant shall provide immediate written notice to the City if at any time it learns that it is or has become ineligible for certification. Should Consultant enter into a covered transaction with another firm, Consultant agrees by signing this agreement that it will verify that the firm with whom it intends to do business is not debarred, suspended, ineligible, excluded or disqualified. IN WITNESS WHEREOF, the parties below have executed this Agreement. CITY: CITY OF BREMERTON By:� ��- Print Name: Chal Martin Its: Public Works Director Date: Z (n t APPROVED AS TO FORM: By: r !E7 Roger A. Lubovi emerton City Attorney Page 7 of 10 Bremerton/Development Engineering, PLLC Engineering Services for Bremerton Marina Retaining Wall Installation Rev. 07/201 S CONSULTANT: Development Engineeri , PLLC By: Pritflame: -,-- Its: Date: a & ATTEST: Exhibit A Scope of Work Consultant will provide engineering design work and construction documents sufficient for the City to utilize the Small Works Roster bid process to remove existing shoreline armoring and replace the armoring with a retaining wall. The retaining wall will be constructed with Redi Rock or a suitable substitute. The design phase will include determining the basic layout and overall height of the wall, selecting a wall system, providing design calculations and a typical cross section. Soil properties will be based on information provided by others or prescriptive values based on our own visual observations. Design calculations will be based on WSDOT LRFD design methodology. Construction documents for the proposed wall will include horizontal control, wall elevations and necessary notes and details to support the construction of the wall. This phase will commence once the wall design, location and elevations have been determined from the design phase. Page 8 of 10 Bremerton/Development Engineering, PLLC Engineering Services for Bremerton Marina Retaining Wall installation Rev. 07/2018 Activity Notice to Proceed Preliminary Design Complete Construction Documents Complete Contract End Date Exhibit B Schedule Date 5 December 2018 11 December 2018 14 December 2018 28 February 2019 Page 9 of 10 Bremerton/IConsultantl Engineering Services for Bremerton Marina Retaining Wall Installation Rev. 07/2018 Exhibit C Fee Schedule Work Element Fee Design Phase $2,650.00 Construction Documents $3,350.00 Total $6,000.00 RSLegaAUgaPFornislFORMS ON COBWEBTrofessional Senices Agreement Rev. 07 2018.doex Page 10 of 10 Bremerton/Development Engineering, PLLC Engineering Services for Bremerton Marina Retaining Wall Installation Rev. 07/201 S ACORO DATE (MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 12/6/2018 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 have ADDITIONAL INSURED provisions or 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 CONTACT Hall & Company PHONE Julia Ardon FAX 19660 10th Ave NE A/C_ No, Exti: 360-626-2956 WC. No): 360-621 -2956 Poulsbo WA 98370 ADDRESS: jardon®hallandcom a .com INSURED 20674 Development Engineering PLLC PO Box 446 Tacoma WA 98401 _ INSURER(SI AFFORDING COVERAGE NNc# INSURERA: Beazley Insurance Company Inc 37540 INSURER B: The Travelers Indemnity Company of Connecticut 25682 INSURER C : INSURER D : COVERAGES CFRTIFICATF NIIMRFR• 11R7RQ77Q RFVICIAN NIIMRFR- 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. INSIR LTR TYPE OF INSURANCE ADDL 5UBR POLICY NUMBER MM/D,""Y MM DD EXP PO LIMITS B X COMMERCIAL GENERAL LITY 6804H169983 11/5/2018 11/5/2019 EACH OCCURRENCE $1,0, o 00 DAMAGE R N CLAIMS -MADE X OCCUR , f PREMISES Ea occurrence' _ $1,000,000 Y MED EXP (Any one person) $ 5.000 _ PERSONAL &ADV INJURY $ 1,0000= GEN'LAGGREGATELIMIT APPLIES PER: J GENERAL AGGREGATE $2,00 0 r POLICY LOG PRODUCTS-COMP/OP AGG $2,OO _ JE�171 OTHER: 1 $ B AUTOMOBILE LIABILITY 68041-1169983 1115/201B 11/512019 COMBINED SINGLE LIMIT $1,00 000 r Ea accidenq_. $ ANY AUTO BODILY INJURY (Per person) OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) ) $ X HIRED X NON -OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per acciden $ UMBRELLA LIAB OCCUR EACH OCCURRENCE Is EXCESS LIAB CLAIMS -MADE AGGREGATE $ ❑ED RETENTION $ 11/5/2018 11/5/2019 _ $ SPER TATUTE X OR H WASto Ga EP p B WORKERS COMPENSATION 6804H169983 AND EMPLOYERS' LIABILITY YIN _ — ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 / OFFICER/MEMBER EXCLUDED? N I A ❑ (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,O60 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Professional Liab;ClaimsMade VlCF77180301 11/5/2018 11/5/2019 Per Claim $1,000,0�0� Aggregate $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The certificate holder is an addiflgrnal insured per the attached. CERTIFICATE HOLDER City of Bremerton 346 - 6th Street Stre 100 Bremerton WA 98337 USA ACORD 25 (2016103) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1 AUTHORIZEDI/iREPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 6804HIS9983 Development Engineering COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION 11 — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury'; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury", "property damage" or "personal injury" for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. f. This insurance does not apply to the rendering of or failure to render any "professional services". g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section III — Limits Of Insurance. h. This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage P must apply on a primary basis or a prim nd non-contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requiring insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance. CG D3 81 09 15 m 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GEN LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. 4. The following definition is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in effect; and c. Before the end of the policy period. Page 2 of 2 ® 2015 The Travelers Indemnity Company. All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc., with its permission