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HomeMy WebLinkAboutC14-276 Paul BorrilloJul 15 14 07:10a borrillo entertainment 303-420-7616 p.1 AGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND PAUL BORRILLO I�y THIS AGREEMENT ("Agreement") is effective as of the day of July, 2014 by and between Paul Borriilo (hereinafter "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, the County desires to engage a contractor to provide entertainment at the 2014 Eagle County Fair and Rodeo (the "Project") at the Eagle County Fairgrounds, located at 426 Fairgrounds Road, Eagle, Colorado 81631 (the "Fairgrounds"); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in cotmection with the Services_ AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work described in Exhibit A ("Services" or "Work") which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services in accordance with the schedule established in Exhibit A. Contractor will provide its Services on July 23, July 24, July 25 and July 26, 2014 during the 2014 Eagle County Fair and Rodeo. Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhi it A and the tenns and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 2. Coin's-Rgpresentative. The Facilities Management Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the A�areement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect until the Services are satisfactorily completed in accordance with the terms of this Agreement. 4. Extension or Modification. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and Jul 15 14 07:10a borrillo entertainment 303-420-7616 p.2 until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies, Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation_ County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $5,600.00. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. County will additionally provide Contractor with one (l) hotel room of County's choice for use by Contractor from 7/23114 through 7.,76/14. Check- inlcheek-out times and use of the roams will be subject to the hotel's policies and procedures. a. Payment will be made via check at the conclusion of the Services for Services satisfactorily performed, and upon receipt of an invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. It at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment [Wade by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. C. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate repotting and payment of any taxes related to payments made pursuant to the terms of this Agreement. d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no ob] igations under this Agreement after, nor shall any payments be made to C ontractor in respect of any period after December 31 of any yew, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Lau, (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. SUb ontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hived by Contractor and Jul 151407:10a borrillo entertainment 303-420-7616 p.3 Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. Workers' Compensation insurance as required bylaw. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, productsicompleted operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. iv_ Liquor Liability coverage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor's certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns; its elected officials, employees, agents and volunteers. V. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon Jul 15 14 07:10a borrillo entertainment 303-420-7616 p.4 any performance or nonperformance by Contractor or any of its subcontractors hereunder, and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents (including electronic files) and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and recei»ng facsimile number for the transmission, or (v) when transmitted ria e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Eagle County Facilities Management Rachel Oys P.O. Box 850 Eagle, Colorado 81631 (970) 328-8786 (p) (970) 328-8899 (f) With a copy to: Eaglc County Attorney 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E -Mail: atty@caglecounty.us CONTRACTOR: PaulBorrillo D6Fl rbaeft ii -,Lo FrIJ`Te/L"rAitJmeII r LLC 5721 Yukon Street Arvada, CO 80002 (303) 596-0920 (p) (303) 420-7616 (f) 1 I . Termination County may terminate this Agreement, in whole or in part, at anytime and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents Jul 151407:11a borrillo entertainment 303-420-7616 p.5 as defined in paragraph 9 hereo< in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 1.2. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by C ntemarts• Electronic Signatures This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page, (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic 'Transactions Act, C.R.S. 24-71.3-101 to 121. 14. Other Contract Requirements and Contractor Representations a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. C. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shalt perform the Services in a sldliful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. I Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master -servant, partnership, joint venture or any other relationship Jul 15 14 07:12a borrilloentertainm- — 303-A"r)-7616 p.6 between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. h. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. i. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. j. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. I This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. 1. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. in. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in anymanner or degree with the performance of the Services and Contractor shall not employ any person having such (mown interests. o. The Contractor, if natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 15. Prohibitions on Government Contracts. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., regarding Illegal Aliens- Public Contracts for Services, and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Agreement and that Contractor will participate in the E -verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Contractor shall not: i. Knowingly employ or contract with an illegal alien to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. Jul 15 14 07:13a borrillo entertainment 303-420-7616 p.7 b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E -Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E -verify program can be found at: httna/tivc�tiv.dhs.gov x�e�nrot+'pro �arnsigc 1 18522 1679150 shim c_ Contractor shall not use either the E -verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien, and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. C. Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLYLEFT BLANK] Jul 15 14 07:14a borrillo entertainment 303-420-7616 p.8 IN WITIJESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, by its County Manager By Keith Montag CONTRACTOR: F Paul Botrillo Proposal for Eagle County Fair and Rodeo July 23, 249 259 26 Wednesday 4:30 to 7:30 Face Painter - $375 Strolling entertainer/emcee - $525 Total = $900 Thursday 4:30 to 7:30 Face Painter - $375 Strolling entertainer/emcee - $525 Total = $900 Friday — 4.30 to 7.30 Face Painter - $375 Strolling entertainer/stage show/interactive games/trivia game show - $525 Total =$900 Saturday — 11:00 am to 7:30 pm Face Painter - $700 (Day rate) Balloon Twister - $700 (Day rate) Magician — $900 ($650 for two shows plus additional $250 for walk around entertainment between shows) Emcee/Strolling entertainer/2 stage shows/games/trivia - $900 (Day rate) $300 — Sound system for iPod atmosphere music and stage microphone $300 — travel pay for 4 performers (@ $75 x 4) Total - $5600 (Appropriate breaks will be taken during the day) One room for will be provided for Paul and Erica for Wednesday thru Saturday (Dog friendly preferred) Total 4 day package = $5600 Paul Borrillo 303-596-0920 ACCW" CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 7/15/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MMA - Minneapolis 7225 Northland Dr N #300(AIC Minneapolis, MN 55428 CONTACT NAME: Stephanie Weiss PHONE 715-246-8908 FAx 715-246-4257 Ext : ac No -M E-MAIL certs s ecial insurances enc com ADDRESS: C p tY 9 Y• Attn: Colleen Johnson INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Lexington Insurance Company 19437 EACH OCCURRENCE $ 3,000,000 INSURED Performers of the U.S. and Club Members INSURER B: INSURER C : Phone: 715-246-8908 Fax: 715-246-4257 INSURER D: Attn: Stephanie Weiss PO Box 24 New Richmond, WI 54017 INSURER E CLAIMS -MADE XI OCCUR INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR NUMBER POLICPOLICY MM DDYEFF IYYYY MWDDY EXP LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 3,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO PREMISES (Ea Occurrence) $ 300,000 CLAIMS -MADE XI OCCUR MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 3,000,000 A X LX9776 08/04 X X 021396070 04/25/14 04/25/15 X LX0404 GENERAL AGGREGATE $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 5,000,000 $ X POLICY PEO LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS AUTOS PROPERTY DAMAGE $ Per accident NON -OWNED HIRED AUTOS AUTOS UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE WC STATU- OTH- T R LIMITER E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N / A E.L. DISEASE - EA EMPLOYE $ (Mandatory in NH) E.L. DISEASE -POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) PERFORMER IS A NAMED INSURED AS A MEMBER OF PERFORMERS OF THE U.S. (FORM LEXD00O21 LX0404): Paul A Borrillo dba Borrillo Entertainment LLC Additional Insured: Eagle County Email: tanya.dahlseid@eaglecounty.us Attn: Tanya Dahlseid CERTIFICATE HOLDER Eagle County 426 Fairgrounds Road SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Eagle, CO 81631 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 9 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �■■■ @ 1988-2010 ACORD CORPORA ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 11 ENDORSEMENT This endorsement, effective 12:01 AM 04/25/2014 Forms a part of policy no.: 021396070 Issued to: PERFORMERS OF THE U.S. CLOWNS OF THE U.S. By:LEXINGTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED REQUIRED BY WRITTEN CONTRACT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY POLICY, COVERAGE APPLICABLE TO COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE (SECTION I - COVERAGES) ONLY A. Section II - Who Is An Insured is amended to include any person or organization you are required to include as an additional insured on this policy by a written contract or written agreement in effect during this policy period and executed prior to the "occurrence" of the "bodily injury" or "property damage." B. The insurance provided to the above described A additional insured under this endorsement is limited as follows: 1. COVERAGE A BODILY INJURY AND PROP- ERTY DAMAGE (Section I - Coverages) only. 2. The person or organization is only an additional insured with respect to liability arising out of "your work" or "your product". 3. In the event that the Limits of Insurance provided by this policy exceed the Limits of Insurance required by the written contract or written agreement, the insurance provided by this endorsement shall be limited to the Limits of Insurance required by the written contract or written agreement. This endorsement shall not increase the Limits of Insurance shown in the Declarations pertaining to the coverage provided herein. 4. The insurance provided to such an additional insured does not apply to "bodily injury" or "property damage" arising out of an archi- tect's, engineer's, or surveyor's rendering of or failure to render any professional services, including, but not limited to: 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, inspection, architectural, or engineering activities. 5. This insurance does not apply to "bodily injury" or "property damage" arising out of "your work" or "your product" included in the "product -completed operations hazard" unless you are required to provide such coverage by written contract or written agreement and then only for the period of time required by the written contract or written agreement and in no event beyond the expiration date of the policy. 6. Any coverage provided by this endorse- ment 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. C. In accordance with the terms and conditions of the policy and as more fully explained in the policy, as soon as practicable, each additional insured must give us prompt notice of any "occurrence" which may result in a claim, forward all legal papers to us, cooperate in the defense of any actions, and otherwise comply with all of the policy's terms and conditions. Failure to comply with this provision may, at our option, result in the claim or "suit" being denied. . < Authorized Representative OR Countersignature (In states where applicable) Includes copyrighted information of the Insurance Services Offices, Inc., with its permission. All rights reserved. L X9776 (08/04)