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HomeMy WebLinkAbout04979 - WILLDAN TEMPORARY PLANNING SERVICES CATHERINE JOHNSON DOCUMENT TRACKING Page: 1 Report: One Document Detail April 24,2006 Condition: Document Number A4979, Document# Description Approval Date Expiration Date Closed Date A4979 Temporary Planning Services - Not To Exceed $24,990 @ $80 Per Hr... 10/20/2004 12/01/2005 Company Name: Willdan Address: Group: CITY MANAGER Service: In File xRef: CITY MANAGER Ins. Status: No Certificate on file. Document Trackina Items: Due Completed Trackina Amount Amount Code Item Description Date Date Date Added Paid CM signed 10-19-04 &distr to dept '* * * ENDOFREPORT * * * * * * s ID Willdan Temporary Planning Services AGREEMENT#4979 CM signed 10-19-04 CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR Temporary Planning Services THIN CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered into this -day of Q(X , 2004, by and between the CITY OF PALM SPRINGS, a municipal corporation herein "City") and W illdan (herein "Contractor"). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit 'B" and incorporated herein by this reference, but not exceeding the maximum contract amount of Twenty Four Thousand Nine Hundred Ninety Dollars ($24,990.00) ("Contract Sum"). 2.2 Method of Payment. Provided that Contractor is not in default under the terms of this Agreement, Contractor shall be paid as outlined Exhibit B" Schedule of Compensation 3.0 COORDINATION OF WORK 3.1 Representative of Contractor. At W arot is hereby designated as being the principal and representative of Contractor authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection [herewith. 3.2 Contract Officer. Troy Butzlaff is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer'). The City R:\USERS\W PPUBLIC\05 Rids\W illdan - Temp Planning Services 8-02.wpd ,, AL ,J� A R,Dd ci i v GRI—'.'".eJE I:P Manager of City shall have the right to designate another Contract Officer by providing written notice to Contractor. 3.3 Prohibition Against Subcontractinq or Assgnment. Contractor shall not contract with any enlily to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 3.4 Independent Contractor Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of C ity. 4.0 INSURANCE AND INDEMNIFICATION 4.1 Insurance. The Contractor shall procure and maintain, at its sale cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of a least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broadform property damage, products and completed operations. The General Liability Policy shall name the City of Palm Springs, its officers, employees, and agents, as additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185) or equivalent language. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which will include $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $500,000 bodily injury and property damage. Said policy shall include coverage for owned, non-owned, leased and hired cars (d) Additional Insurance. Policies of such other insurance, including professional liability insurance in a minimal amount of $1,000,000 if contract has professional liability exposure, as may be required in Exhibit 'A" All of the above policies of insurance shall be primary insurance. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with R:WSERS\W PPUBLIC\05 Bids\W illdan- Temp Planning Services 8.02.wpd �2. Certificates of Insurance or appropriate insurance binders evidencing the above Insurance coverages and said Certificates of Insurance or binders are approved by the City. The contractor agrees that the provisions of this Section 4.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which [he Conlraclor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in complianoe with Section 3.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 4.2 Indemnification. CunLiaLlul dyieeb lu iliJv-ul�rif�t - , oyents �nd-e'm}rl s-agairrnnd will hold and .ave them a11J adult of 111 m liejmlG" fiujii, dny dnd ell duhulm, ❑u1Le, Lpluly, JGIIIJgGo .v y-rsoTrSbr property, Io,oes, uu.Ls, Neile lien, IIl7fig-atiorlo, erroru, onliuoiono or liabllitie" ( ielelu 'uldinis ul Ildylllhea ) illeL [Frey tin:—rrsrovTled-o'r Llainlud by diiy peiauil, him ui pntily � iitirrny— crt of or in connection with the Ilegllg Ent peiformancc of the wurh, uiieiaUuL)s ui euliviliee of riullll d'L IV - - u, bu LLuiih&d luipT U1 oivll. V , pIuviJv'J-forhi3 t, ing from the negllyenl. auto u, uimsoiuns of Contractor hereunder, or arising fium Cunliautul's jIcyl pClfumi oily 1pmr7pTuT7vcrrr-Cotlt?{r7TTt or condition of thiu Agreenleil L, vvlleLhei u, nut Lllele ie uon LuifellL Pa6s;ve ui dullve neyllyellue Uii Lhl Ndlt of lhl -eTl - tsofficer., agent or employee. brr'such claim. or Iiabilitie, ari.ing fronl thG amble neyliycuue w willful uiiS"IlJ-uct of llie Cily, Ile uffFucrs-agents-or-cnrpiv�rr re directly iespollsible Lu LLG City, d11J m cvnmrtcction therewith. (Replaced by text in Exhibit "A") (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in conneclion therewith; (b) Contractor will promptly pay any Judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom, (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys'fees. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force until December 31, 2005. R,\USER5\W PPLIBLIC\05 Bids\W illdan - Temp Planning Services 8-02.wpd -3- 5.2 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to the other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer. In the event of termination by the City, Contractor shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. 6.0 MISCELLANEOUS 6.1 Covenant Aqainst Discrimination Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 6.2 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 6 3 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 6.4 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. 6.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 6.6 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. R;WSERSIW PPUBLIC\05 Bids\W illdan - Temp Planning Services 8-02.wpd 6.7 S eve rabiIity. In the event that part of [his Agreement Shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceabihty shall not affect any Of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material [hat its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 6.8 Waiver No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning [he same or any other provision of this Agreement. 6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 6.10 Corporate Aulhori[y. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iu) by so executing this Agreement, such party is formally bound to [he provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. SIGNATURES ON NEXT PAGE R:\USERS\W PPU5IIG\05 eids\W illdan -Temp Planning Services 8-02.wpc IN WITNESS WHEREOF, the parties have executed and entered Into this Agreement as of the date first written above. CITY OF PALM SPRINGS ATTEST: a municipal corporation By. V � — Brn: iLy Clerk City Manager CONTRACTOR: Willdan Check one _Individual_Partnership Y Corporation 13191 Crossroads Parkway North, #dO5 Industry, CA 91746-3497 Corporations require two nolonccd ,is Orr, from carh pf Ih�, fullPwmy A Chaimion of Sosrd President or any Vice Prgsidont AND fd Sccrf•tary,A•�;•�sl,inl 5 Crp ory,Tr,.;, su«r, Trg,y urge,or Cldef Fin incml OIIIcer) Signature(note - 13Y �Siignature(nolanzed) Name: • if r.w. C- 7 AC6 a it Name: /T by ��LiI Title: Sit. l��eY P!`'�.:5,�"....._....._"_._. idle: a/2� � L.,9Tr4L,4 XViy Address: K/Loss e.0Ao15 9ele,, ill-Address: OJ4/q//ism, C`/g g 2 Sid .efY-{ L4eS �•�9���.y L� rA 174(c 7-iTLe: (( %POCIQr y•v/rY State o`ff-6A4C,L_64 State of �f aO n 10, Ceount of y�c9aL ce/.-�/� -zJss Co(u�nty of (j2/?cyU U`f fore me C/�{V,Yv*-</"�-7'�`��y�r-'y^"L't.. Un Q0-0' befor CG, ��'ee.0. D >I .IP personally appeared ll�.R1 �-�:r C� p-",�rF pvrsonallyappearvd ��� C l If personally known to me (or proved to me on the basis of personally known to me (tir prd,od to me orr tlae-.Fuse&-0f satisfactory evidence) to be the person(s) whose name(s) to be the personN whose namc(.N Is/are subscribed to the within Instrument and acknowledged islaN subscribed to the within Instrument and acknowledged to me that helshelthey executed the same in his/her/their to me that he2s7Tv/tll executed the same in his/H,,41ff Yr- authorized capsclty(ies) and that by I ls/hevthelr signatures) authorized capsclty(res) and that by hislh's<t1w signatures. on the Instrument the persons) or the entity upon behalf of on the instrument the persori or the entity upon behalf of which the person(s)acted executed the Instrument which the personO acted executed the Instrument W ITNESS my henn/dd!and olflcial seal WITNESS my hand and official seal Noiary signaturc"/ l� -;11 Notary Sig naturo( Notary Seal. // Notary Seal: ANNEfTE M- 2AMORA [t Commission#1281667 [� Tl NI Public-Callfdniq E%jC0=nM:ikUX10n b.S1EEI.E ins Angeles County Olo #14632J4WCC„cnmE�L5Oat24,2m4 -Colllomlo Countys Apr 13,20M R:\USERS\W PPUBLIC\05 aids\W IIId@n - T217p Planning Services 8.02.wpd �W y.*Tiw�.Ga i'Tm�trn"dr ''J EXHIBIT "A" SCOPE OF SERVICES Contractor shall provide planning support services related to the review of new development applications on an as-needed basis. Services provided by Contractor shall be performed by qualified personnel. Ms Catherine Johnson is approved to provide services hereunder Contractor must receive approval from the City's Contract Officer prior to ulihzalion of other personnel to provide planning support services. Services shall be provided only as directed by the City's Contract Officer. SPECIAL IREQUIREMEN'f5. Section 4 1 (d) - Additional Insurance The Contract shall procure and maintain a policy of professional liability insurance in an amount not less than $1,000,000.00 per claim with respect to loss arising from the actions of Contractor performing professional services hereunder on behalf of the City, Said policy shall be in conformance with the provisions of Section 4.0 of this Agreement. Replace text lined out in Section 4.2 - Indemnification with: Contractor agrees to hold harmless, indemnify and defend City, its officers, employees, agents, representatives and successors-in-interest against any and all loss, damage, cost, or expenses which the City, its officers, employees, agents, representatives, and successors-in-interest may incur or be required to pay by reason of any injury or property damage caused or incurred by Contractor, its employees, subcontractors or agents to the extent caused by their negligent acts, errors or omissions or other wrongful conduct in the performance hereunder, and in connection therewith: Replace Section 5.2 with the following: 5.2 (Revised) Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon ten (10) days' written notice to the other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer. In the event of termination by the City, Contractor shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. R:\USERS\W PPUBLIC\05 BidsMilldan -Temp Planning Services 8-02 wpd SCHEDULEB SCHEDULE OF COMPENSATION Total compensation for civil engineering support services provided shall not exceed $24,990. Compensation shall be billed at hourly rate as follows Ms. Catherine Johnson $80 per hour Invoices shall be submitted on a regular basis, at an interval arranged with the City's Contract Officer R:\USERS\W PPUBLIC\05 BidsWIldan -Temp Planning Services 8-02 wpd Client#:6540 WILLDAN AD-OM. CERTIFICATE OF LIABILITY INSURANCE o 1412004' PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton &Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P.O.Box 10550 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Santa Ana, CA 92711-0550 714 427-6810 - INSURERS AFFORDING COVERAGE INSURED INSURERA Hartford Fire Ins.Co. Willdan INSURER a American Automobile Ins. Co. 2125 E. Katella Avenue,Suite 200 INSURER C. Security Ins. Co.of Hartford Anaheim, CA 92806 INSURER D: I INSURER E' COVERAGES TI•IF POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE IN5UREO NAMED ABOVE FOR THE POLICY PERIODINDICATED 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 ''T ILYN TYPE OF INSURANCE POLICY NUMBER IPpA CY(MMIO�TmE IPOATC(MMIDOYIYI LIMITS A 0E11ERAL41Aan,ITY 57CESOA1661 111/09/03 11/09/04 EACH COOURRENCE $1,000,000 X 1 COMMERCIAL GENERAL LIABILITY FIRE DAMAGE(Any one fire) 51,000,000 IJ ]CLAIMSMADE -X OCCUR INDP. CONTRACTORS MEDExr(�_ a^per3c-p___S�yDDC X CONTRACTUAL __ INCLUDED. PERSONAL S ADV INJURY 51,000,000 X IBFPDD XCU GENERAL AGGREGATE $2,000,000 GEN L AGGREGATE LIM ITAPP_LIE_S PER. PRODUCTS-COMPIOPACC 52,000,000 _I POLICY X JECT I X LOC A ��AUTOMOBILE LIABILITY 57UENUL9643 11/09/03 11/09/04 COMBINED SIN04R LIMIT _ANY AUTO BODILY l INJURY �� ^ '1,000,000 ALL OWNED nuros BODILY INJURY SCHEDULED AUTOS (Per person) X HIHED AU105 20C14Y INJURY X , NON-OWNED AUTOS , (Par acodonl) —_ PROPERTY DAMAGE 5 (Per accident) CARACE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHERTHAN EA ACC 5 __— AUTOONLY AGG S _EXCE55 LIABILITY EACH OCCURRENCE S OCCUR �J CLAIMS MADE AGGREGATE —S — S DEDUCTIBLE S RETENTION $ S B WORKERS COMPENSATION AND WZP80917259 11/09/03 11109/04 ., we STATU- —OTH- EMPLOYERS LIABILITY �YQ6Y ACCIDENT 00,0,- E4.EACHACCIDENT __. $1,000,000 F.L DISEASE EA EMPLOYEE 51,990,000 EL DISEASE-POLICY LIMIT $1,000,000 C OTHER Professional XAE0235189 12/01/03 12/01/04 $1,000,000 Per Claim Liability $1,000,000 Ann[Aggr. I DESCRIPTION OF CPERATICNSILOCATIONSNEHICLEGIEKCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS General Liability policy excludes claims arising out of the performance of professional services. *Security Insurance Company of Hartford is 100%reinsured by XL Specialty Insurance Company which is rated A+XV by A.M. Best and Company. (See Attached Descriptions) CERTIFICATE HOLDER ADCITIONALINGURED;INSURERLETTER CANCELLATION Ten Day Notice for Non-Payment of Premium SHOULD ANYOF TH E ABOVE D ESCRLBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Palm Springs DATE THEREOF, THE I5SUINC INSURER WILLAMR7eYJPJFx7AMAiL30___DAYZWRITTEN Att:Terry Kykendahl NOnCETOTHE CERTIFICATE HOLDERNAMEDTOTHELEFT,3kT0(WX=ARjDA)AAkN[XX Planning Department woBWsxxatln¢f17aNN9(W7lIXBLLN7bPNXNX1Wlk%OHP)1%'NAJ71Ht�PN:6X�WC7) PO Box 2743 mermen ]OP47711 xx T^ IW I %i w rt Palm Springs, CA 92262 AUTHORIZED REPRESENTATIVE 4p� ACORD 25-S(7197)1 of 2 #M81138 EFfLL a �4� AD CORPORATION 1988 C ja1 iG6kig,, c:70r17C g DESCRIPTIONS (Continued from Page 1) Re: Planning support services related to the review of new development applications on an as-needed basis City of Palm Springs, its officers,employees,and agents are additional insured as respects to General Liability.Primary and Non-Contributing coverage applies to GL. Waiver of Subrogation applies to GL. (GL-AI/PRlSBGL/X) (Industry) AMS 25.3(07197)2 of 2 #M81138 POLICY NUMBER: 57CESCA1661 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES or CONTRACTORS (FORM B) This endorsement modifies insurance provided under the fallowing: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Palm Springs AL't : Terry Kykendanl Planning Department PO Box 2743 Palm Springs, CA 92262 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement ) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of"your work' for that insured by or for you. Additional Insured Continued: its officers, employees, and agents PRIMARY INSURANCE: IT IS UNDERSTOOD AND AGREED THAT THIS INSURANCE IS PRIMARY AND ANY OTHER INSURANCE MAINTAINED BY THE ADDITIONAL INSURED SHALL BE EXCESS ONLY AND NOT CONTRIBUTING WITH THIS INSURANCE . WAIVER OF SUBROGATION: IT IS UNDERSTOOD AND AGREED THAT THE COMPANY WAIVES THE RIGHT OE SUBROGATION AGAINST THE ABOVE ADDITIONAL INSURED (S) , BUT ONLY AS RESPECTS THE aOB OR PREMISES DESCRIBED IN THE CERTIFICATE ATTACHED HERETO. CG 20 10 11 85