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10-004.00 Century West Engineering: Transportation Planning SvcsAGREEMENT FOR PROFESSIONAL SERVICES Contract #10 -005 Century West Engineering Corporation Transportation Planning Services THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and Century West Engineering Corporation, hereinafter "Contractor," jointly referred to as "parties." IN CONSIDERATION of the terms and conditions contained herein the parties agree as follows: 1. Work to Be Performed The Consultant will provide all labor, services and material to satisfactorily complete the attached Scope of Services. A. Administration The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Work, schedule and date of completion. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Work, stop work and promptly cure any failure in performance under this agreement. B. Representations The City has relied upon the qualifications of the Consultant in entering into this agreement. By execution of this agreement, Consultant represents it possesses the ability, skill and resources necessary to perform the work and is familiar with all current laws, rules and regulations which reasonably relate to the Scope of Work. No substitutions of agreed upon personnel shall be made without the written consent of the City. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City furnished information. C. Modifications The City may modify this agreement and order changes in the work whenever necessary or advisable. The Consultant will accept modifications when ordered in writing by the City Manager or designee. Compensation for such modifications or changes shall be as mutually agreed between the parties. The Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by the City without additional compensation. 2. Term of Contract This agreement shall be in full force and effect upon execution and shall remain in effect until December 31, 2010. Either party may terminate this agreement by ten days written notice to the other party. In the event of such termination, the City shall pay the Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation The City agrees to pay the Consultant on a time and materials basis up to an amount not exceeding $50,000 in accordance with the attached Schedule of Fees and as full compensation for everything done under this Agreement. Contract #10 -005 - Transportation Planning Services — Century West Engineering Corporation - #5 Page 1 of 7 4. Payment The Consultant shall be paid monthly upon presentation of an invoice to the City. Applications for payment shall be sent to the City Clerk at the below stated address. The City reserves the right to withhold payment under this agreement which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Work, City Standards, City ordinances and federal or state standards. 5. Notice Notice shall be given in writing as follows: TO THE CITY: TO THE CONTRACTOR: Christine Bainbridge, City Clerk Dennis D. Fuller, P.E., President (509)921 -1000 (509) 838 -3810 11707 East Sprague Ave, Suite 106 1825 N. Hutchinson Road, 2 nd Floor Spokane Valley, WA 99206 Spokane Valley, WA 99212 6. Applicable Laws and Standards The parties, in the performance of this agreement, agree to comply with all applicable Federal, State, local laws, ordinances, and regulations. 7. Relationship of the Parties It is understood, agreed and declared that the Consultant shall be an independent Consultant and not the agent or employee of the City, that the City is interested in only the results to be achieved, and that the right to control the particular manner, method and means in which the services are performed is solely within the discretion of the Consultant. Any and all employees who provide services to the City under this agreement shall be deemed employees solely of the Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this agreement and any liability that may attach thereto. 8. Ownership of Documents All drawings, plans, specifications, and other related documents prepared by the Consultant under this agreement are and shall be the property of the City, and may be subject to disclosure pursuant to RCW 42.56 or other applicable public record laws. 9. Records The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of the Consultant's records with respect to all matters covered in this contract. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls and record of matters covered by this contract for a period of three years from the date final payment is made hereunder. 10. Insurance The Consultant shall procure and maintain for the duration of the agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. No Limitation. Consultant's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non - owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office Contract #10 -005 -Transportation Planning Services —Century West Engineering Corporation - #5 Page 2 of 7 (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant's profession. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability and Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. Cancellation of Consultant's insurance shall be governed by either: a. the policy shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty days prior written notice by certified mail, return receipt requested, has been given to the City, or b. the Consultant shall provide at least 30 days prior written notice by certified mail, return receipt requested of a cancellation. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. Contract #10 -005 - Transportation Planning Services — Century West Engineering Corporation - #5 Page 3 of 7 E. Evidence of Coverage. As evidence of the insurance coverages required by this contract, the Consultant shall furnish acceptable insurance certificates to the City at the time the Consultant returns the signed contract. The certificate shall specify all of the parties who are additional insureds, and will include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles, self - insured retentions, and/or self - insurance. 11. Indemnification and Hold Harmless The Consultant shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, caused by Consultant's breach of any term or provision of this Agreement, or any negligent or wrongful act or omission by Consultant in the performance of this Agreement. The City shall defend, indemnify and hold the Consultant, its directors, officers, agents, and employees harmless from any and all claims, injuries, damages, losses or suits including attorney fees, caused by City's breach of any term or provision of this Agreement, or any negligent or wrongful act or omission by City in the performance of this Agreement. 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, 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 Consultant waives immunity under Title 51 RCW from claims, suits and damages from Consultant's employees. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of the agreement. 12. Waiver No officer, employee, agent or other individual acting on behalf of either party has the power, right or authority to waive any of the conditions or provisions of this agreement. No waiver in one instance shall be held to be waiver of any other subsequent breach or nonperformance. All remedies afforded in this agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either party to enforce at any time any of the provisions of this agreement or to require at any time performance by the other party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this agreement or any part thereof. 13. Assignment and Delegation Neither party shall assign, transfer or delegate any or all of the responsibilities of this agreement or the benefits received hereunder without first obtaining the written consent of the other party. 14. Subcontracts Except as otherwise provided herein, the Consultant shall not enter into subcontracts for any of the work contemplated under this agreement without obtaining prior written approval of the City. 15. Confidentiality Consultant may, from time to time, receive information which is deemed by the City to be confidential. Consultant shall not disclose such information without the express Contract #10 -005 - Transportation Planning Services — Century West Engineering Corporation - #5 Page 4 of 7 r f a Court of competent j written consent of the City or upon order o Co p jurisdiction. COPY 16. Jurisdiction and Venue This agreement is entered into in Spokane County, Washington. Venue shall be in Spokane County, State of Washington. 17. Cost and Attorney's Fees In the event a lawsuit is brought with respect to this agreement, the prevailing party shall be awarded its costs and attorney's fees in the amount to be determined by the Court as reasonable. Unless provided otherwise by statute, Consultant's attorney fees payable by the prevailing party shall not exceed the total sum amount paid under this agreement. 18. Entire Agreement This written agreement constitutes the entire and complete agreement between the parties and supercedes any prior oral or written agreements. This agreement may not be changed, modified or altered except in writing signed by the parties hereto. 19. Anti- kickback No officer or employee of the City, having the power or duty to perform an official act or action related to this agreement shall have or acquire any interest in this agreement, or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from any person with an interest in this agreement. 20. Business Registration Prior to commencement of work under this agreement, Consultant shall register with the City as a business. 21. Severabili ty . If any section, sentence, clause or phrase of this agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause or phrase of this agreement. 22. Exhibits Exhibits attached and incorporated into this agreement are: 1. Scope of Work 2. Schedule of Fees 3. Insurance Certificates IN WITNESS WHEREOF, the parties have executed this agreement this day of 2010. Manager ATTEST: stine Bainbridge, dty Clerk This document contains confidential tax information and has been redacted pursuant to RCW 82.32.330. Consultant: President REDACTED Tax ID No. APPROVED AS TO FORM: Office dthe City A orney You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley ;ngineering Corporation - #5 Page 5of7 Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. Exhibit 1 Scope of Work Transportation Planning Services Background and Purpose The City of Spokane Valley currently has a vacant, part-time (0.4 FTE) Senior Engineer (Planning /Grants) position. This position assists the Senior Capital Projects Engineer with the development of the Six Year Transportation Improvement Program (TIP) and the development of state and federal grant applications for street capital projects. Rather than filling this position with a part-time employee, the City desires to contract with a qualified consultant to provide transportation planning support services. Transportation Planning Services Consultant support services entail the designation of an engineer with transportation planning experience to work with city staff and provide day -to -day support in the development of the city's TIP and street project grant applications. The type of support services includes, but is not limited to, the following: Six -Year TIP Development of the Amended 2010 TIP and the 2011 -2016 Six Year TIP Project List: including review of the following: • volume /capacity ratios based on Spokane regional traffic models • number, location, and type of collisions /injuries /fatalities • existing and forecast intersection levels of service • existing pavement conditions • increased areas of development and re- development within the city and in areas adjacent to the city • adjacent jurisdiction street projects that cross city boundaries • proposed street maintenance activities • full -width paving associated with Spokane County's STEP Six Year TIP Develop planning -level cost estimates including: Cost Estimates: • description of proposed improvements • number of proposed lanes • proposed intersection improvements • pedestrianibicycle improvements • ADA requirements • drainage facilities • project limits maps • project estimate • right -of -way acquisition costs • other appropriate items Six Year TIP Review project selection criteria of local, state, and federal grant programs; Funding identify grant funding program(s) for each project. Grant programs shall include, Proposals: but not be limited to, the following: • WA State Transportation Improvement Board (TIB) Corridor Completion Initiative (CCI) Urban Arterial Program (UAP, previously AIP) Urban Corridor Program (UCP, previously TPP) Contract #10 -005 - Transportation Planning Services — Century West Engineering Corporation - #5 Page 6 of 7 Sidewalk Program (SP, previously PSMP) • Freight Mobility /Strategic Investment Board (FMSIB) • Federal Aid Program Bridge (BR) Surface Transportation Program (STP) Congestion Management /Air Quality Funds (CMAQ) Transportation Enhancement Program Emergency Relief Intersection and Corridor Safety • WSDOT Safe Routes to School Program Pedestrian and Bicycle Safety Program Regional Mobility Grant Program • Spokane Transit Authority (STA) Bus related street improvements • Community Development Block Grants (CDBG) Low - Moderate Income area improvements • Washington Utilities and Transportation Commission (WUTC) Grade Crossing Protective Fund Also help identify potential funding partners such as adjacent jurisdictions and/or private developers. Six Year TIP Develop the Six Year TIP Report consisting of: Report • project phases (PE, RW, and CN) • sorted by year • identifying major funding source(s) • include necessary information for STIP software. Grant Assist in the preparation of state and federal grant applications including Applications: information such as: • existing structural pavement condition • existing and proposed levels of service (LOS) • existing and proposed traffic volumes • system continuity • project funding • alternative mode accessibility • transportation concurrency • economic growth and development • urban accident analysis /annual benefit • public support/participation • environmental enhancements /historical preservation • freight mobility • GMA information/support Contract #08 -012 - Transportation Planning Services — Century West Engineering Corporation Page 7 of 7 DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Consultant Fee Determination Summary Sheet" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not port of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. Client#: 47497 4CENTWES ACORD CERTIFICATE OF LIABILITY INSURANCE 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 01/04/2010 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Willis of Oregon, Inc. CALK #0464609 503 224 -4155 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 222 SW Columbia Suite - 600 POLICY EXPIRATION DATE MM/DD LIMITS Portland, OR 97201 INSURERS AFFORDING COVERAGE NAIC # INSURED Century West Engineering Corporation INSURER A: Hartford Casualty Insurance Co. 29424 INSURER B: Twin City Fire Ins Co 29459 6650 SW Redwood Lane #350 Portland, OR 97224 INSURER c: Lexington Insurance Company 19437 INSURER D: Hartfor Underwriters Ins 30104 INSURER E: DA TO RENTED $300 000 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. INSR LTR ADD' N SR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM/DD POLICY EXPIRATION DATE MM/DD LIMITS A GENERAL LIABILITY 52SBAPR2754 08/01/09 08/01/10 EACH OCCURRENCE $1 X COMMERCIAL GENERAL LIABILITY CLAIMS MADE D OCCUR DA TO RENTED $300 000 MED EXP (Any one person) $1 0 PERSONAL 8 ADV INJURY $1,000,000 X WA Stop Gap GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG s2,000,000 POLICY jE O- LOC D AUTOMOBILE LIABILITY ANYAUTO 52UECUM6899 08/01/09 08/01/10 COMBINED SINGLE LIMIT (Ea accident) $1 OOO , ,000 X BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS X BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG A EXCESS /UMBRELLA LIABILITY 52SBAPR2754 08/01/09 08/01/10 EACH OCCURRENCE $5000000 X OCCUR FI CLAIMS MADE AGGREGATE $5,000,000 $ DEDUCTIBLE $ X RETENTION $ 10000 B WORKERS COMPENSATION AND 52WECNQ9327 10101109 10/01/10 X WC S LIM OTH- EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $SOO,000 E.L. DISEASE - EA EMPLOYEE $500 OOO OFFICER/MEMBER EXCLUDED? If es, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT 1 $500,000 C OTHER Professional 7881645 04/15/09 04/15/10 $1,000,000 Per Claim Liability $2,000,000 Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS RE: Contract #10 -005 -Transportation Planning Services The City of Spokane Valley, it's officers, employees and agents are included as additional insured with respects to general liability where required by written contract and subject to policy terms conditions and exclusions. his policy shall be primary and non contributory. 10 days notice of cancellation applies for non payment of premium. City of Spokane Valley 11707 East Sprague Ave., #106 Spokane, WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 1p_ 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 REPRESENTATIVE ACORD 25 (2001/08) 1 of 2 #S659005/M659000 GSTAN G ACORD CORPORATION 1938 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 -S (2001/08) 2 of 2 #S659005/M659000 k w CENTURY WEST ENGINEERING CORPORRTION L E A D I N G T H R O U G H E F F E C T I V E S O L U T I O N S January 14, 2010 City of Spokane Valley 11707 E. Sprague Ave. Suite 106 Spokane Valley, 99206 Attention: Steve Worley Regarding: Insurance Coverage Dear Steve: As you know our insurance carrier is reluctant to modify the standard ACORD form with regard to the cancellation policy. Our policy provides for 30 days notice from the insurance company to Century West of cancellation with some unlikely and exceptional events being excepted. This letter is to provide the City with Century West's assurance that we will provide the City the requested 30 day's notice of cancellation of any insurance coverage required and provided for our contracts with the City of Spokane Valley. Please call if you have any further questions or concerns. Sincerely, CENTURY G NG CORPORATION ennis D. Fuller, P.E. President 1825 N. Hutchinson Rd., 2nd Floor Spokane, Washington 99212 phone: (509) 838 -3810 fax: (509) 624 -0355 COMMERICAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section II): Any person or organization that you agree in a "contract or agreement requiring insurance" to in- clude as an additional insured on this Coverage Part, but only with respect to liability for "bodily in- jury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opera- tions; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products- completed operations hazard ". Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that per- son or organization has assumed liability in a con- tract or agreement. The insurance provided to such additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which cover- C. age as an additional insured specifically is added by another endorsement to this Cover- age Part. e. This insurance does not apply to the render- ing of or failure to render any "professional services ". f. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that "contract or agreement requir- ing insurance" to provide for that additional insured, or the 'limits shown in the Declara- tions for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Cov- erage Part must apply on a primary basis, or a primary and non - contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such addi- tional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance ". But this insur- ance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY .CON- DITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with such person or organization entered into by you before, and in effect when, the "bodily CG D3 81 09 07 © 2007 The Travelers Companies, Inc. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission. COMMERICAL GENERAL LIABILITY injury" or "property damage" occurs, or the "per- sonal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include a person or organization as an additional insured on this Cov- erage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal in- jury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2007 The Travelers Companies, Inc. CG D3 81 09 07 Includes the copyrighted material of Insurance Services Office, Inc., with its permission.