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HomeMy WebLinkAboutAD08-275 - Original - Herbert Research, Inc. - Profile Economic Conditions - 08/06/2008 Records M e me KENO Document WA9HINGTON CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed, if you have questions, please contact Mary Simmons, City Clerks Office. Vendor Name: Hebert Research , Inc Contract Number: AD Oq - 2-75 This is assigned by Mary Simmons Vendor Number: 36622 Project Name: Contract Effective Date: Contract Termination Date: August 31, 2008 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Ben Wolters Department: Economic Development Abstract: ADCL7832 07/02 RECEIVED KE •NT W 5.INGTON AUG 11 2008 CONSULTANT SERVICES AGREEMENMy of Kent between the City of Kent and Office of the Mayor Hebert Research, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Herbert Research, Inc. organized under the laws of the State of Washington, located and doing business at 13629 NE Bel-Red Road, Bellevue, WA 98005, 425- 643-1337 #108 (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: Hebert Research, Inc. has been asked to profile the current economic conditions in the South Sound suburban cities of: Federal Way, Covington, Renton, Tukwila, Burien, (Maple Valley, SeaTac), Fife, and Kent. Areas of focus include growth rates in key indicators, city share of regional economy, business revenues, employment, and retail sales among other issues. The basic research design involves collecting existing economic and financial statistics from business databases and state and local government records, and producing a summary report documenting the impact of each city on this combined economic region as well as on King County. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. Upon the effective date of this Agreement, Consultant shall complete the work described in Section I by August 15, 2008. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed $2500 for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A. CONSULTANT SERVICES AGREEMENT - 1 (Under$10,000) B. The Consultant shall submit one time payment invoice to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement and that the Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. 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 without restriction. If the City's use of Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Consultant shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. VII. INDEMNIFICATION. 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 Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that 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. The provisions of this section shall survive the expiration or termination of this Agreement. CONSULTANT SERVICES AGREEMENT - 2 (Under$10,000) VIII. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit attached and incorporated by this reference. IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement. X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. Consultant shall make such data, documents, and files available to the City upon the City's request. The City's use or reuse of any of the documents, data and files created by Consultant for this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. XI. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XII. WORK PERFORMED AT CONSULTANT'S RISK. Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work 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. XIII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VII of this Agreement. CONSULTANT SERVICES AGREEMENT - 3 (Under$10,000) D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, 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. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. CONSULTANT: CITY OF KENT: (24 By: By: (signature) (signature) Print N e: Ratrer -IPrint Name: Ben Wolters Its: Se Its: Economic Development Director DATE: O �A ti e)A DATE: CONSULTANT SERVICES AGREEMENT - 4 (Under$10,000) NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Robert Weis Ben Wolters Hebert Research, Inc. City of Kent 1329 NE Bel-Red Road 220 Fourth Avenue South Bellevue, WA 98005 Kent, WA 98032 (425) 643-1337 (telephone) (253) 856-5703 (telephone) 425 746-8138 facsimile (253) 856-6700 (facsimile) CONSULTANT SERVICES AGREEMENT - 5 (Under$10,000) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. Dated this day of , 200^. By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 1 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the , between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. Dated this day of , 200 By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 Exhibit A South Sound Suburban Economic Analysis 2008 — Research Plan Hebert Research, Inc. has been asked to profile the current economic conditions in the South Sound suburban cities of. Federal Way, Covington, Renton, Tukwila, Burien, (Maple Valley, SeaTac), Fife, and Kent. Areas of focus include growth rates in key indicators, city share of regional economy, business revenues, employment, and retail sales among other issues. The basic research design involves collecting existing economic and financial statistics from business databases and state and local government records, and producing a summary report documenting the impact of each city on this combined economic region as well as on King County. Research Objectives 1. Present a strategic overview of the economies of each participating city,profiling the composition of industries,jobs and revenues; to provide data and information to support good public policy decisions and assist business growth. 2. Provide a listing of the top 50 employers in each city together with a basic description, number of employees; SIC/NAICS code and HQ/branch designation. This listing will be provided by the cities. 3. Evaluate the business community within each city area as a whole, comparing it with King and/or Pierce County, and State of Washington. 4. Evaluate variables such as population and employment, household income and home value trends, housing affordability analysis (household income after mortgage payment), wealth and taxable sales. 5. Analyze taxable retail sales, comparing the participating cities' economies. 6. Profile trends in city employment by major sector(i.e. manufacturing,wholesale, retail, business services, etc.). 7. Profile each city's economic specialization analysis to provide a current breakout of the key industry sub-sectors driving the local economy. Analyze which sectors represent areas of economic specialization and also which sectors are most under- represented. 8. Examine differences between the cities in household income and wealth(net worth), including the number of households falling into lower, middle and high- income categories. 9. Compare the housing stock, home values and rents of each city, including percentage renting versus owning, median home values, growth in single family and multifamily housing units, etc. 10. Examine housing affordability for each city, calculating the ratio of income to home price for residents. 11. Compare the population of working age adults and level of education with the total employment for each city. 12. Develop an age profile for each city, showing how the population breaks down into major age segments. 13. Examine vacancy and lease rates for office and industrial space within each city. 14. Provide data on income generated by the daytime employee population, average wage for different industry sectors in each participating community 15. Provide summary of economic highlights for each participating city, including opportunity and growth. Methodology To reach these objectives Hebert Research would use a variety of secondary sources to compile the needed information. Cities who have participated in such economic analysis in recent years by Hebert Research have indicated that the statistics are particularly useful because they are presented in a way that facilitates quick year-to-year and city-to-city (or city-to-region) comparisons. This year's research will include such data sets as: • Changes in leading indicators • Gross business income • Taxable sales (including per-capita sales) • Population comparisons • Employment comparisons • Household incomes • Income segments and net worth fRHEBERTRESEARCH South Sound Suburban Cities Economic Analysis 2008,Page 2 • Growth in housing units • Housing affordability analysis • Comparison of age groups • Trends in age segments • Working age population and total employment • Age profile by city • Taxable sales trends • Numbers and categories of businesses • Employment trends • Creative employment index • Business summary—number of firms • Business summary—number of jobs • Top 50 employers by city The research will be conducted by trained Research Analysts and reviewed by a Senior Research Analyst and the project team including the Senior Research Director and Research Director,the Director of Operations, and the President& CEO. Proiect Team Members—Hebert Research Jim Hebert,President& CEO Robert Weis, Senior Research Director Marcelle Wellington, Research Director Cynthia Sullivan Hebert, Director of Operations Deliverables Hebert Research will deliver one combined report in digital and hard-copy form for each participating city. Cities will be able to reproduce charts, graphs,tables, and narrative descriptions in whole or in part for PowerPoint presentations,handouts, inserts,targeted reports, and City publications as needed. px �H BERf RESE*M South Sound Suburban Cities Economic Analysis 2008,Page 3 Exhibit A SCHEDULE: The following table provides estimated dates of completion of the various steps in this research project: Date Task `' 18-July Approval to begin 21-July Data collection begins 8-Aug Data collection ends 15-Aug Report completed BUDGET: The total proposed budget for this research for each City is $2,500. TERMS AND CONDITIONS The project will proceed upon receipt of the signed Authorization. If additional screening criteria are included in the research, then changes in sample size or budget may be necessary. Changes to the scope of work may require budget changes to the budget. All phone charges, mail and deliver charges, list charges, travel and other expenses will be billed equally among participating cities and will include a 10%processing fee. Any fees greater than $1,000 will be approved in advanced. All charges will be billed and due upon delivery of the final report. Hebert Research believes this research plan accurately reflects the work and the estimated cost for conducting research. If you have any questions,please feel free to contact Senior Research Director Robert Weis (425-643-1337, ext. 108) AUTHORIZED APPROVAL FOR THE RESEARCH PROJECT: Please sign and fax back to Hebert Research at 425.746.8138. By Title City Date Client#: 5456 HEBERESE ACORD- CERTIFICATE OF LIABILITY INSURANCE 0DATE(MWDW 1/29/08 YYY) .PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Parker Smith&Feek, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Bellevue Office 425 709 3600 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 2233 112th Avenue NE Bellevue,WA 98004 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURERA. Phoenix Insurance Company Travelers Hebert Research, Inc. INSURERB- Underwriters at Lloyds Only AMW 13629 N.E. Bel-Red Road INSURERC' Bellevue,WA 98005 INSURER D INSURER E• COVERAGES 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 AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN5R ADD` POLICY EFFECTIVE POLICY EXPIRATION LTR INSRN TYPE OF INSURANCE POLICY NUMBER DATE MWDD DATE MMIDD/YY LIMITS A X GENERAL LIABILITY 16808935H403PHX08 02/01/08 02/01/09 EACH OCCURRENCE $2,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES DAMAGE TOE RENTED a $300 000 CLAIMS MADE F OCCUR MED EXP(Any one person) $5 000 PERSONAL&ADV INJURY s2,000,000 GENERAL AGGREGATE s4,000000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG s4,000,000 X POLICY PRCT O LOC JE A AUTOMOBILE LIABILITY 16808935H403PHX08 02/01/08 02/01/09 COMBINED SINGLE LIMIT $2,000,000 ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ A WORKERS COMPENSATION AND 16808935H403PHX08 02/01/08 02/01/09 1 RY LATT- X OTH- EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDEDZ E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,descnbe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B OTHER Professional 020900103080E 02/01/08 02/01/09 $1,000,000 Each Claim Liability $2,000,000 Aggregate Claims Made $5,000 Deductible DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Kent Chamber of Commerce. City of Kent is included as Additional Insured and coverage is Primary and Non-Contributory per Endorsement CGD252, Edition Date 08105 and Endorsement CGD037, Edition Date 04/05 attached. CERTIFICATE HOLDER CANCELLATION Ten Day Notice for Non-Pj&ment of P ium SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION CITY OF KENT DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL _ DAYS WRITTEN Attn: Nathan Torgelson NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 220 4th Avenue S IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Kent,WA 98032 REPRESENTATIVES. AUTHORIZEP REPRESENTATIVE ACORD 25(2001/08) 1 of 2 #S81290/M81252 (�/ SS002 0 ACORD CORPORATION 1988 POLICY NUMBER: 16808935H403PHX08 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY.*PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS OPERATIONS) This endorsement modifies insurance provided under the following: _ COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED— (Section II) is amended c) The insurance provided to the additional in- to include any person or organization that you sured does not apply to "bodily injury" or agree in a "written contract requiring insurance' "property damage' caused by 'your work" to include as an additional insured on this Cover- and included in the "products-completed op- age Part, but: erations hazard". a) Only with respect to liability for"bodily injury", d) The insurance provided to the additional in- "property damage"or"personal injury"; and sured does not apply to "bodily injury" or b) If, and only to the extent that, the injury or "property damage' that occurs, or "personal damage is caused by acts or omissions of injury" arising out of an offense committed, you or your subcontractor in the performance while any separate liability insurance that you of 'your work" to which the "written contract have procured for that person or organization requiring insurance' applies. The person or is in effect, regardless of whether the scope organization does not qualify as an additional or limits of insurance in this Coverage Part insured with respect to the independent acts exceed those of that separate liability insur- or omissions of such person or organization. ance or whether that separate liability insur- ance is valid and collectible. 2. The insurance provided to the additional insured 3. The insurance provided to the additional insured by this endorsement is limited as follows: by this endorsement is excess over any valid and a) In the event that the Limits of Insurance of collectible 'other insurance", whether primary, this Coverage Part shown in the Declarations excess, contingent or on any other basis, that is exceed the limits of liability required by the available to the additional insured for a loss we "written contract requiring insurance", the in- cover under this endorsement. surance provided to the additional insured 4. As a condition of coverage provided to the shall be limited to the limits of liability re- quired by that "written contract requiring in- surance". This endorsement shall not In- a) The additional insured must give us written crease the limits of insurance described in notice as soon as practicable of an "occur- Section III—Limits Of Insurance. rence" or an offense which may result in a b) The insurance provided to the additional in- claim. To the extent possible, such notice sured does not apply to"bodily injury", "prop- should include: erty damage' or "personal injury" arising out i. How, when and where the 'occurrence' of the rendering of, or failure to render, any or offense took place; professional architectural, engineering or sur- ii. The names and addresses of any injured veying services, including: persons and witnesses;and L The preparing, approving, or failing to iii. The nature and location of any injury or prepare or approve, maps, shop draw- damage arising out of the"occurrence"or ings, opinions, reports, surveys, field or- offense. ders or change orders, or the preparing, approving, or failing to prepare or ap- b) If a claim is made or"suit" Is brought against prove,drawings and specifications; and the additional insured, the additional insured III. Supervisory, inspection, architectural or must: engineering activities. i. Immediately record the specifics of the claim or"suit"and the date received; and CG D2 52 08 05 ®2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 HEBERESEICERT08(E02) COMMERCIAL GENERAL LIABILITY ii. Notify us as soon as practicable. S. The following definition is added to SECTION V The additional insured must see to it that we —DEFINITIONS: receive written notice of the claim or"suit"as "Written contract requiring insurance" means soon as practicable. that part of any written contract or agreement c) The additional insured must immediately under which you are required to include a send us copies of all legal papers received in person or organization as an additional in- connection with the claim or"suit", cooperate sured on this Coverage Part, provided that with us in the investigation or settlement of the "bodily injury" and "property damage" oo- the claim or defense against the "suit", and curs and the"personal Injury" is caused by an otherwise comply with all policy conditions. offense committed: After the signing and execution of the d) The additional insured must tender the de- a. contract or agreement by you; fense and indemnity of any claim or suit to any provider of"other insurance"which would b. While that part of the contract or cover the additional insured for a loss we agreement is In effect; and cover under this endorsement. c. Before the end of the policy period. Page 2 of 2 ®2005 The St.Paul Travelers Companies, Inc. CG D2 52 08 05 HEBERESEICERT08(E02) 'POLICY NUMBER: 16808935H403PHX08 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS b. The"personal injury"or"advertising injury"for COMMERCIAL GENERAL LIABILITY CONDITIONS which coverage is sought arises out of an of- (Section IV), Paragraph 4. (Other Insurance), is fense committed amended as follows: subsequent to the signing and execution of that 1. The following is added to Paragraph a. Primary contract or agreement by you. Insurance: 2. The first Subparagraph (2) of Paragraph b. Ex- However, if you specifically agree in a written con- cess Insurance regarding any other primary in- tract or written agreement that the Insurance pro- surance available to you is deleted. vided to an additional insured under this 3. The following is added to Paragraph b. Excess Coverage Part must apply on a primary basis, or Insurance, as an additional subparagraph under a primary and non-contributory basis, this insur- Subparagraph(1): ance is primary to other insurance that is avail- That is available to the insured when the insured able to such additional insured which covers such is added as an additional insured under any other additional insured as a named insured, and we policy,including any umbrolla or excess policy. will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs; and CG DO 37 04 05 Copyright 2005 The St Paul Travelers Companies, Inc.All rights reserved. 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