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HomeMy WebLinkAboutCC Resolution 12460 (Fourth St. West Rehab)RESOLUTION NO. 12460 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL ACCEPTING A PROPOSAL FROM VALI COOPER & ASSOCIATES, INC. FOR CONSTRUCTION MANAGEMENT AND PROJECT ADMINISTRATION SERVICES ON FOURTH STREET / WEST END VILLAGE PROJECT — RE -BID, PROJECT NO. 11056, AND AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT IN AN AMOUNT NOT TO EXCEED $254,437.50. WHEREAS, the City requires professional construction management for the Fourth Street / West End Village construction project, and WHEREAS, the City undertook a search process to identify the best qualified consultant for the construction management of the project; and WHEREAS, the Construction Management firm of Vali Cooper & Associates, Inc. was selected as the best qualified for construction management and project administration; and WHEREAS, Vali Cooper & Associates, Inc. has submitted a Proposal to provide such services in the amount of $221,250; and WHEREAS, staff has reviewed the proposal from Vali Cooper & Associate, Inc. and found it to be within industry standards and acceptable. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Rafael that the Vali Cooper & Associates, Inc. proposal is accepted in an amount not to exceed $254,437.50 ($221,250 plus 15% contingency); and BE IT FURTHER RESOLVED, that the Council does hereby authorize the Mayor to execute the Agreement for Professional Services in a form approved by the City Attorney's office. RESOLVED FURTHER that the Director of Public Works of the City of San Rafael is hereby authorized to take any and all such actions and make changes as may be necessary to accomplish the purpose of this resolution. I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City on the 7`h day of April, 2008, by the following vote, to wit: AYES: COUNCIL MEMBERS: Brockbank, Connolly, Heller, Miller & Mayor Boro NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None ESTHER C. BEIRNE, City Clerk File No. 16.01.229 AGREEMENT FOR PROFESSIONAL SERVICES WITH VALI COOPER & ASSOCIATES, INC. FOR FOURTH STREET WEST REI IABILITATION / WEST END VILLAGE PROJECT, PROJECT NO. 11056 This Agreement is made and entered into this 8th day of April, 2008, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and VALI COOPER & ASSOCIATES, INC. (hereinafter "CONSULTANT). RECITALS WHEREAS, the CITY has determined that construction management and project administration services are required to design and prepare plans and specifications for the Fourth Street West Rehabilitation / West End Village Project, Project No. 11056, (hereinafter "PROJECT"); and WHEREAS, the CONSULTANT has offered to render certain specialized professional services in connection with this Project. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. DEFINITIONS. 2. PROJECT COORDINATION A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The City Engineer is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONSULTANT. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. John Collins is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 3. DUTIES OF CONSULTANT CONSULTANT shall perform the duties and/or provide services as follows; the CONSULTANT agrees to provide professional services for construction management and project administration as outline in the proposal from CONSULTANT dated March 3, 2008, marked Exhibit "A," attached hereto, and incorporated herein by this reference. The CONSULTANT agrees to be available and perform the work specified in this agreement in the time frame as specified and as shown in Exhibit "B," cost proposal. 4. DUTIES OF THE CITY CITY shall perform the duties as described in Exhibit "A" attached hereto and incorporated herein. 5. COMPENSATION For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT on a time and materials basis for services rendered in accordance with the rates shown on the current fee schedule as described in Exhibit "B" attached and incorporated herein. The total payment made for any individual work task will not exceed the amounts shown on the Proposal Budget, set out in Exhibit "B". Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. 6. TERM OF AGREEMENT The term of this Agreement shall be from the date of execution until the Project is complete. 7. TERMINATION A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon ten (10) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination notice, to the reasonable satisfaction of the party giving such notice, within thirty (30) days of the receipt of said notice. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. Agreement o 2 E. The CITY shall pay CONSULTANT the amount due for services rendered and expensed incurred through he date of termination. 8. OWNERSHIP OF DOCUMENTS The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. Use of the written documents and materails for professional services by the CITY for other than the project(s) under this agreement, is at CITY's sole risk without legal liability or exposure to CONSULTANT. 9. INSPECTION AND AUDIT Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 10. ASSIGNABILITY The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 11. INSURANCE A. During the term of this Agreement, CONSULTANT, shall maintain, at no expense to CITY, the following insurance policies: 1. A comprehensive general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage; 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence; 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million ($1,000,000) dollars to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. B. The insurance coverage required of the CONSULTANT by Section 11. A., shall also meet the following requirements: Agreement a 3 I. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution; 2. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury; 3. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, and employees as additionally named insureds under the policies; 4. CONSULTANT shall provide to PROJECT MANAGER, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents and employees, as additional insureds under the policies; 5. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon thirty (30) days written notice to CITY's PROJECT MANAGER; 6. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years; 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement; 8. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. If it employs any person, CONSULTANT shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONSULTANT and CITY against all liability for injuries to CONSULTANT's officers and employees. D. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the PROJECT MANAGER and the City Attorney. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. 12. INDEMNIFICATION Agreement • 4 CONSULTANT shall indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgement, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONSULTANT or CONSULTANT's officers, agents and employees in the performance of their duties and obligations under this Agreement. 13. NONDISCRIMINATION CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 14. COMPLIANCE WITH ALL LAWS CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinance, codes or regulations. 15. NO THIRD PARTY BENEFICIARIES CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 16. NOTICES All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Mr. Andrew J. Preston, (Project Manager) Agreement • 5 City of San Rafael 11 I Morphew Street P.O. Box 151560 San Rafael, CA 94915-1560 TO CONSULTANT: Mr. John Collins (Project Director) Vali Cooper & Associates, Inc. 41 Washington Ave. Point Richmond, CA 94801 17. INDEPENDENT CONSULTANT For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent CONSULTANT, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent CONSULTANT and not that of an employee of CITY. 18. ENTIRE AGREEMENT -- AMENDMENTS A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 19. SET-OFF AGAINST DEBTS CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. Agreement o 6 20. WAIVERS The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 21. COSTS AND ATTORNEY's FEES The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 22. CITY BUSINESS LICENSE/OTIIER TAXES CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code. CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CONSULTANT's taxpayer identification number is 68-0284873, and CONSULTANT certifies under penalty of perjury that said taxpayer identification number is correct. 23. APPLICABLE LAW The laws of the State of California shall govern this Agreement. 24. PROJECT SAFETY Neither the professional activities of consultant, nor the presence of CONSULTANT's employees or sub -consultants at the construction/project site(s), shall relieve the General Contractor(s) of their obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending and coordinating the Work in accordance with the contract documents and any health or safety precautions required by any regulatory agencies. The CITY agrees that the General Agreement o 7 Contractor(s) is solely responsible for job site safety, and warrants that this intent shall be carried out in the Public Agency agreement with the General Contractor(s). IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL /ayy Director of Public W rks ATTEST: Tom- slt,e G - &P-! ie - City Clerk CONSULTANT VALI COOP & ASSOCIATES, INC. Y By:l Title:�� APPROVED Si 'I amity Atto e Agreement • 8 Exhibit "A" SCOPE OF SERVICES VALI COOPER & ASSOCIATES FOURTH STREET WEST REHABILITATION / WEST END VILLAGE PROJECT Pre -Job Coordination and Administration • Establish Project Documentation and Record Procedures with City • Coordinate and/or Conduct/Attend Pre -construction Conference • Coordinate Pre -Construction Issues with Property Owners Construction Coordination • Act as Point of Contact Between Contractors, City and Third Parties • Coordinate any City sponsored meetings • Coordinate with Utility Companies • Coordinate Service Connections with Utility Companies and Private Property Owners • Maintain Construction Document Files • Develop Photographic Documentation of Project Before, During & After Construction • Coordinate Shop Drawing Reviews, RFI's, Submittals and Change Orders with City Designers and Contractors • Coordinate and Review SWPPP • Verify Pay Quantities with Inspection Staff • Review Daily Inspection Reports • Coordinate Weekly Meetings with Contractor • Coordinate Survey and material Inspections • Monitor Traffic Control • Develop and Process Contractor Pay Requests • Oversee Development of As-Builts, Coordinate with Designer and Review Final As-Builts Public Information • Assist City in Implementation of a Proactive Public Information Program Close Out • Collect and Furnish As -built Information to Designers for Preparation of Final Drawings • Perform Final Walk -Through of Project with City and Contractor • Prepare Final Punch List • Assist with Final Construction Documentation and Reports for Project 79MI . I k g FAIII, -10 � � Q 7 � a w � k.� D � VALICOO-01 ATP ACORD "CERTIFICATE OF LIABILITY INSURANCE DATE/1612 AT DIYYYY) " 4//16/21612 008 PRO©uCER (800) 877-4560 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Diversified Risk/Hub International ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE License #0757776 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR D EMPLOYERS' LIABILITY PEUB11 OD506007 12/30/2007 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 400 Taylor Blvd., Suite #300 Pleasant Hill, CA 94523 I I BODILY INJURY INSURERS AFFORDING COVERAGE NAIC # INSURED Vali Cooper & Associates, Inc. IN.1PJRFRA OneBeacon America Insurance Co. 1 41 Washington Avenue INSURERB Hartford Fire Insurance Co. Point Richmond, CA 94801 I INSURERC American Guarantee & Liability AUTO ONLY - EA ACCIDENT INSURER D. Travelers Indemnity Co. of Connecticut DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS INSURER E: Zurich American Insurance Company 1 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. I ' ID LTR TYPF nF NRlsPnure POLICY NUMBER _ POLICY EFFECTIVE POLICY EXPIRATION DATE DATE -- — — (MMIDDIYYI I LIMITS GENERAL LIABILITY A X �XCOMMERCIAL GENERAL LIABILITY 7180097660001 CLAIMS MADE � OCCUR X"X" „C„ X (Severability of Interest G�E IN'L AGGREGGA""T�E LIMIT APPLIES PER: I POLICY I X (,Pi R � LOC AUTOMOBILE LIABILITY B X X ANY AUTO 57UENUL9636 ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS X NON OWNED AUTOS GARAGE LIABILITY ANY AUTO EXCESS/UMBRELLA LIABILITY C :K OCCUR FICLAIMS MADE AUC591803102 EACH OCCURRENCE $ 12/30/2007 12/30/2008 UAMAUE IUHkNICU PREMISES (Ea occurence) $ MED EXP (Any one person) $ I PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OPAGG $ 12/30/2007 12/30/2008 1 AGGREGATE DEDUCTIBLE COMBINED SINGLE LIMIT $ 12/30/2007 12/30/2008 (Ea accident) D EMPLOYERS' LIABILITY PEUB11 OD506007 12/30/2007 BODILY INJURY $ (Per person) BODILY INJURY $ (Per accident) PROPERTY DAMAGE $ (Per accident) 12/30/2008 AUTO ONLY - EA ACCIDENT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS OTHER THAN EA ACC $ AUTO ONLY: AGG $ EACH OCCURRENCE $ 12/30/2007 12/30/2008 1 AGGREGATE DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND D EMPLOYERS' LIABILITY PEUB11 OD506007 12/30/2007 12/30/2008 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? III yes, describe under SPECIAL PROVISIONS below _ OTHER E Professional Liability EOC9142055-01 12/30/2007 12/30/2008 E See remarks on next page. EOC9142055-01 12/30/2007 12/30/2008 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS n the event of cancellation for non-payment of premium, a 10 day notice will apply. X (WC STATIJ- TH- TORY LIMITS I OER E L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ Per Claim: Aggregate: 1,000,0001 1,000,0001 10,0001 1,000,0001 2,000,0001 2,000,0001 1,000,000 1 5,000,0001 5,000,0001 1,000,000 1,000,000 1,000,000 5,000,000 5,000,000 te: City of San Rafael - Fourth Street, Vali Cooper Job #2812. :ity of San Rafael, its officers and employees is named as additional insured (Gen. & Auto Liab.), if required by written contractlagreement, per ttached OneBeacon America Additional Insured endorsement, and CA2048 0299. CERTIFICATE HOLDER City of San Rafael Attn: Andy Preston 111 Morphew Street San Rafael, CA 94915-1560 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2001/08) ©ACORD CORPORATION 1988 REMARKS VAU-00-01 ATP PAGE 1 OF 1 For Professional Liability coverage, the Aggregate Limit is the total insurance available for all covered claims reported within Ithe policy period. A $35,000 deductible applies to each and every claim submitted under the policy. POLICY #: 7180097660001 INSURED: Vali Cooper & Associates Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART and GL CONTRACTORS EXTENDER FORM VCG 206 02 05 a. COMMERCIAL GENERAL LIABILITY COVERAGE FROM CG 00 01 12 04 is amended by the following wording. b. GL CONTRACTORS EXTENDER paragraph 1. ADDITIONAL INSURED REQUIRED IN CONTRACT, AGREEMENT OR PERMIT is deleted and replaced by the following wording. 1. WHO IS AN INSURED — (Section II) is amended to include as an additional insured any person or organization you are required to add as an additional insured under this policy in a written contract or written agreement in effect during this policy period and signed and executed by you prior to the loss for which coverage is sought. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The person or organization is only an additional insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused by "your work" performed under the written contract or written agreement. 2. The insurance provided to the additional insured is limited as follows: a) This endorsement shall not increase the limits stated in Section III LIMITS OF INSURANCE. b) The insurance provided to the additional insured does not apply to "bodily injury", "property damage", or "personal and advertising injury" arising out of an architect's, engineer's or surveyor's rendering of or failure to render any professional services including: I. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications: and II. Supervisory or inspection activities performed as part of any related architectural or engineering activities. c) This insurance does not apply to "bodily injury: or "property damage" caused by "your work" included in the "products -completed operations hazard" unless you are required to provide such coverage for the additional insured by a written contract or written agreement in effect during this policy period and signed and executed by you prior to the loss for which coverage is sought. 3. Subpart (1)(a) of the Pollution exclusion (Section I — Coverages, part 2. f. of the Commercial General Liability Coverage form) does not apply to you if the "bodily injury" or "property damage" arises out of "your work" performed on premises which are owned or rented by the additional insured at the time "your work" is performed. 4. Any coverage provided by this endorsement to an additional insured shall be excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement in effect during this policy period and signed and executed by you prior to the loss for which coverage is sought specifically requires that this insurance apply on a primary or non- contributory basis. 5. As a condition of coverage, each additional insured must: a) Give us prompt written notice of any "occurrence" or offense which may result in a claim and prompt written notice of "suit". b) Immediately forward all legal papers to us, cooperate in the defense of any actions, and otherwise comply with policy conditions. OneBeacon America Page 1 of 1 POLICY #: 57UENUL9636 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective. 12/30/2007 Named Insured: Vali Cooper & Associates, Inc. SCHEDULE _ .............. Name of Person(s) or Organization(s): Any person or organization with whom you agreed, pursuant to a written contract or written agreement to provide insurance such as is afforded under this policy. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. Subject to all other terms and provisions of the policy, such insurance as provided by this endorsement shall be deemed primary, but only with respect to work performed by or for the named insured in connection with the above described contract. Any other insurance maintained by the Additional Insured(s) shall be excess and non- contributory. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1