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HomeMy WebLinkAboutReso 87-2018 (18-429)City of South San Francisco P.O. Box 711 (City Hall, • 400 Grand Avenue) South San Francisco, CA City Council Resolution: RES 87 -2018 File Number: 18 -429 Enactment Number: RES 87 -2018 RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH TELFORDS IN A TOTAL AMOUNT NOT TO EXCEED $170,000, RECOGNIZING THAT $63,528.26 HAS BEEN PAID TO DATE FOR HUMAN CAPITAL MANAGEMENT SYSTEM (HCMS) PROJECT MANAGEMENT SERVICES AND EXTEND THE TERM OF THE AGREEMENT TO DECEMBER 31, 2018 (RICHARD LEE, DIRECTOR OF FINANCE) WHEREAS, the Fiscal Year (FY) 2016 -17 operating budget included $250,000 in appropriations to purchase and implement a new Human Capital Management System (HCMS); and WHEREAS, in July 2016, the City Council approved Resolution 103 -2016 that authorized the City Manager to execute an agreement with Personnel Data Systems, Inc, (PDS) to implement an HCMS to promote efficient timekeeping and payroll processes and analyze succession and performance data on City personnel in an amount not to exceed $250,000; and WHEREAS, in September 2017, the City Council approved Resolution No. 105 -2017 that approved an amendment to the agreement with PDS to extend the term and increase the contract amount by $250,000 for a total amount not to exceed $500,000; and WHEREAS, in October 2017, the City Manager executed a professional services agreement with Telfords in an amount not to exceed $70,000 for HCMS project management services; and WHEREAS, staff estimates that an additional $100,000 in contract authority will be needed to provide client -side project management services through the end of HCMS implementation; and WHEREAS, staff further requests that the term of the agreement be extended to December 31, 2018, which is the projected completion date for implementation of the Human Capital Management System. NOW, THEREFORE BE IT RESOLVED, by the City Council of the City of South San Francisco that the City Council hereby approves the First Amendment to the Professional Services Agreement with Telfords, attached hereto as Exhibit A, for Human Capital Management System (HCMS) project management services, in a total amount not to exceed $170,000 and extending the term of the Professional Services Agreement to December 31, 2018. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the First Amendment to the Professional Services Agreement with Telfords, on behalf of the City upon timely City of South San Francisco Page 1 File Number. 18 -429 Enactment Number. RES 87 -2018 submission by Telfords signed agreement amendment and all other documents, subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to take any other necessary actions consistent with the intent of this resolution. At a meeting of the City Council on 6/13/2018, a motion was made by Pradeep Gupta, seconded by Richard Garbarino, that this Resolution be approved. The motion passed. Yes: 5 Mayor Normandy, Mayor Pro Tern Matsumoto, Councilmember Garbarino, Councilmember Gupta, and Councilmember Addiego Attest by Krista Martine i City of South San Francisco Page 2 FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND TELFORDS THIS FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT is made at South San Francisco, California, as of May 24, 2018, by and between THE CITY OF SOUTH SAN FRANCISCO (“City”), a municipal corporation, and Telfords (“Contractor”), (sometimes referred together as the “Parties”) who agree as follows: RECITALS A.On October 19, 2017, City and Contractor entered that certain Professional Services Agreement (“Agreement”) whereby Contractor agreed provide project management services for implementation of the Human Capital Management System. A true and correct copy of the Agreement and its exhibits is attached as Exhibit A. B.City and Contractor now desire to amend the Agreement. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Contractor hereby agree as follows: 1.All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary. 2.Section 1. The June 30, 2018 end date for the term of services identified in Section 1 of the Agreement is hereby replaced with December 31, 2018. 3.Section 2 of the Agreement shall be amended such that the City agrees to pay Contractor a sum not to exceed $170,000, with the understanding that $63,528.26 has already been paid to Contractor. Contractor agrees this is the City’s total contribution for payment of costs under the Agreement unless additional payments are authorized in accordance with the terms of the Agreement and said terms of payment are mutually agreed to by and between the parties in writing. All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. [SIGNATURES ON THE FOLLOWING PAGE] EXHIBIT A Dated: CITY OF SOUTH SAN FRANCISCO CONTRACTOR By: By: City Manager [NAME] Approved as to Form: By: City Attorney SOUTH SAN FRANCISCO SERVICES AGREEMENT This Services Agreement (this "AgreemenY') ismade and entered into between the City of South San Francisco, a mwlicipal corporation ("City") and Telfords ("Consultant") etfective as of October 19, 2017 (the "Effective Date"). City and Consultant are hereinafter collectively referred to as (the Parties"). In consideration of their mutual covenants, theParties hereby agree as follows: 1.Scope of Services. Consultant shall provide the f'ollowing services and/or materials("the Work") HCM Project Management as more specifically described in the Scope of Services, attached hereto as Exhibit A. The Work shall commence on October 26, 2017 and shall be completed to the satisfaction of the City by June 30, 2018 unlesssuch date is extended or otherwise modified by the City in writing. In the event of a conflict or inconsistency between the text of the main body of this Agreement and Exhibit A,the text of the main body of this Agreement shall prevail. 2.Pavment. City shall pay Consultant an a nount not to exceed: seventy thousand dollars 70,000) for the full and satisfactory completion of the Work in accordance with the terms and conditions of this Agreement. The calculation of payment for the Work shall be set forth as follows: Payment shall be calculated per hour based at $125 per hour for Project Manager and $65 per hour for project coordinator plus direct reimbursement of expenses. The amount stated above is the entire compensation payable to Consultant f'or the Work perfornied hereunder, including all labor, materials, tools and equipmentfurnished by Consultant. City shall make payments, based on invoices received, forWork satisfactorily performed. City shall have thirty(30) days from the receipt of an invoice topay Consultant. 3.Independent Contractor. It is understood and agreed that this Agreement is not a contract of employment anddoes not create an employer-employee relationship betweenthe City and Consultant. At all times Consultant shall be an independent contractor and City shall not control the manner of Consultant accomplishing the Work. Consultant is not authorized to bind the City toany contracts or other obligations without the express written consent of the City. 4.Indemnification. To the fullest extent pennitted by law, Consultant shall indemnify, defend (with counsel acceptable to the City), and hold harcnless the City and its elected and appointed officers, ofticials, employees, agents, contractors and consultants (collectively, the "City Indemnitees") from and against any and all liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys' fees and costs of litigation) (collectively, "Liability") of every nature arising out of or inconnection with Consultant's performance of the Work orConsultant's failure to comply with this Agreement, except such Liability caused by the gross negligence or willful IIIISCOIICIUCt of the City Indemnitees. 5.Insurance. Prior to beginning the Work and continuing throughout the term of this Agreement, Consultant (and any subcontractors) shall,at Consultant's (or subcontractor's) solecost and expense, furnish the City with certificates of insurance evidencing that Consultant has obtained and maintains insurance in the following amounts: iv A. Workers' Compensation that satisfies the minimum statutory limits. B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) combinedsingle limit per occurrence,TWO MILLION DOLLARS ($2,000,000) annual aggregate, for bodily injury, property damage, products, completed operations and contractual liability coverage. The policy shall also include coverage l hort Form Ser ices Agreemcnt Rc:l 1/14/2016J EXHIBIT A for liability arising out of the use and operation of any City-owned or City-fumished equipment used or operated by the Consultant,its personnel,agents or subcontractors. C. Comprehensive automobile insurance in an amount not less than ONE MILLION DOLLARS 1,000,000)per occurrence for bodily injury and property damage including coverage for owned and non-owned vehicles. D. Professional Liability Insurance in an amount not less than ONE MILLION DOLLARS 1,000,000) covering the licensed professionals' errors and omissions. All insurance policies shall be written on an occurrence basis and shall name the City Indemnitees as additional insureds with any City insurance shall be secondary and in excess to Consultant's insurance. If the Consultant's insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer's liability, or which has the effect of providing that payments of the self=insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be tnoditied by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to tliis agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer's liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self=insured retention and also must disclose the deductible. The certificates shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation, termination or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation, termination or non-renewal. The City s Risk Manager may waive or modify any of the insurance requirements of this section. 6.Compliance with all A plicable Laws; Nondiscrimination. Consultant shall comply with all applicable local, state and federal laws, regulations and ordinances in the performance of this Agreement. Consultant shall not discriminate in the provision of service or in the employment of persons engaged in the perf'onnance of tllis Agreement on account of race, color, national origin, ancestry, religion, gender, marital status, sexual orientation, age, physical or mental disability in violation of any applicable local, state or federal laws or regulations. 7.Tennination. City may terminate or suspend this Agreement at any time and without cause upon written notification to Consultant. Upon receipt of notice of tennination or suspension, Consultant shall immediately stop all work in progress under this Agreement. The City's right of termination shall be in addition to all other remedies available under law to the City. 8.Prevailin Wa Where applicable, the wages to be paid for a day's work to all classes of laborers, warkmen, or mechanics on the work contemplated by this Purchase Agreement, shall be not less than the prevailing rate for a day's work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director's authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided far. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770-1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of 2 h„rt Form Scr ices Agrecment Rev:l l/14/201Gj the elements to be considered by the Consultant. li A) Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made froin unpaid wages actually earned by the laborers and mechanics so engaged. B) Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number,work week,and the actual per diem wages paid to each journeyman,apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776. 9.Pavment of Taxes; Tax Withholdin. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board fonn 590 ("Form 590"),as may be amended and such Form 590 shall be attached hereto and incorporated I herein as Exhibit B. Unless Consultant provides City with a valid Forn 590 or other valid, written I evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three(3)years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non-California resident subcontractor and shall submit written documentation of compliance with Consultant's withholding duty to City upon request. 10. Severabilitv. If any term or portion of this Agreement is held to be invalid, illegal,or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions of this Agreement shall continue in full force and effect. 11. Entire A=,reement. This A-eement represents the entire and integrated agreement between the Parties. This Agreement may be modified or amended only by a subsequent written agreement signed by both Parties. 12. Non-Liability of Officials, Emplovees and A 7,ents. No officer, official, employee or agent of City shall be personally liable to Consultant in the event of any default or breach by City or for any amount which may become due to Consultant pursuant to this Agreement. 13. Prevailin x In the event that either party to this Agreement commences any legal action or proceeding(including but not limited to arbitration) to interpret the terms of this Agreement,the prevailing party in such a proceeding shall be entitled to recover its reasonable attorney's fees associated with that legal action or proceeding. 14. Notice. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given(i) when received if personally delivered; (ii)when received if transmitted by telecopy, if received during normal business hours on a business day(or if not,the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service e.g., Federal Express); and(iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: 3 Short Form Services Agreement Rev:l 1/14/2016 Consultant: Telefords Linda Larson, Partner 1255 19'h Street Hennosa Beach, CA 90254 City: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 15. Execution in Counterpart. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties. 16. Assi 7nment, Governin. The Consultant may not assign any of Consultant's obligations under this Agreement without the City's prior written approval. This Agreement is governed by California law. The jurisdiction for any litigation arising from this Agreement shall be in the state of California,and shall be venued in the County of San Mateo. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written above. CITY: CONSULTANT: By: By: L,1 Cw C City Manager Print Na ne: L c•L'/Sv'' Title: r APPROVED AS TO FORM: City tt ey 272996 I.1 4 Short Form Services Agrecment Rev:l 1/14/2016J Telfords Scope of Work Perform project management and coordination activities for the in process HCM project to implement the PDS payroll system for the City of South San Francisco. Activities include but are not limited to: Evaluating the current state of the project and developing a revised baseline plan Identification and organization of required tasks and ensure required resources are assigned Managing tasks to assure their timely completion Identification and mitigation of project risks and issues Provide leadership to existing project team to deliver completed project I Identification of functionality required for April Go Live and management of such identified scope Provide status to City leadership TELFORDS November 7, 2017 I Re: Workers Compensation I hereby submit that Telfords is exempt from the requirement for Worker's Compensation insurance as Telfords has no employees. Telfords is a partnership EIN 95-4365382 established 7/1/1991. it is understood should Telfords hire any employees that Worker's Compensation insurance would be required. f . - ` ti ( -^--w Linda-K. Larson Partner 1255 19"'St i riuNr 310-489-2571 liermosa Beach,CA 90254 I EMnt. [email protected] DATE(MMIDD/YYYY)ACORO CERTIFICATE OF LIABILITY INSURANCE i i2on 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(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subJect to the terms and conditions of the polfcy, certaln policies may require an endorsement. A statement on this certificate does not confer ri hts to the certiflcate holder in Ifeu of such endorsement s . PRODUCER Owen-Dunn Insurance Services NAMEAC 1455 Response Road, Suite 260 PHONE 9 6 993-2]OO FAC N : 916 993-2683 Sacramento, CA 95815 n ADDRE : INSURER S AFFORDING COVERAOE NAIC# I www.owendunn.com 0522677 INSURERA: Ulll @d S 2 @S LlBblll Insurance Co 25895 I, INSURED INSURER B: I Linda Larson and Mary Larson Telfords INSURER C: 1255 19th St INSURER D: Hermosa Beach CA 90254 INSURERE: INSURER f: COVERAGES CERTIFICATE NUMBER: 38868750 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 ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYFE OF INSURANCE POLICY NUMBER MMIDD/YYYY MMIDD/YYYY A COMMERCIALGENERALLIABILITY MTK1561853 11/7/2017 11/7/201H EACHOCCURRENCE S1 OOOOOO DliMAG RENTED CLAIMS-AMDE OCCUR PREMISES(Ea occurrence S 3OO OOO MED EXP M one erson S 00 PERSONAL 8 ADV INJURY S'I OOO OOO GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2 000,000 POLICY PR LOC PRODUCTS-COMPIOP AGG S Z OOO OOOJECT OTHER: s A AUTOMOBILE LIABILfTY MT-156'F853--- - .--, -- a.31I1.2(1].Z... .11/7/2018 E aocideD1SINGLE LIMIT S OOO OOO ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED a, ,BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED NONAWNED V-- PROPERTYDAMAGE s AUTOS ONLY AUTOS ONLY P r a i ent L,1-, ,S UMBRELU LIAB p CUR EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE AGGREGATE S DED RETENTION s WORKERSCOMPENSATION PER OTH- AND EMPLOYERS'LIABILfTY TAT TE ANYPROPRIETOR/PARTNER/EXECUTIVE Y N A E.L.EACHACCIDENT S OFFICER/MEMBEREXCLUDED7 Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S___ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORO t01,Additlonsl Rsmarks Schsdule,may bs attaeh d if mora space I rsqulrsd) Notice of Cancellation to the additional insured is included. General Liability Additional Insured applies per terms and conditions of the attached endorsement(s). Primary Wording for General Liability applies per terms and conditions of the attached endorsement. CERTIFICATE HOLDER CANCELLATION SHOUID ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Clerk THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Clty of South San Francisco ACCORDANCE WITH THE POLICY PROVISIONS. 400 Grand Avenue South San Francisco CA 94080 AUTHORIZED REPRESENTATIVE ` Ker n Bie O 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 38868'I50 SBU TELFORD-01 17/18 GL/BA Caesandra Hanek 11/17/2017 8:48:03 AM (PST) Page 1 of 1 UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM BLANKET ADDITIONAL INSURED SECTION II—LIABILITY; C. Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) for whom you are performing "your work" under a written contract or agreement, that requires such person(s) or organization(s) to be added as an additional insured on your policy. Such person(s) or organization(s) is an additional insured only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury" occurring after the effective date of such contract or agreement that is caused, in whole or in part by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf; in the performance of"your work" for the additional insured. Coverage for an additional insured under this endorsement ends when "your work"for that additional insured ends or is put to its intended use by any person or organization. SECTION II—LIABILITY; B. EXCLUSIONS,3. Applicable To Both Business Liability Coverage And Medical Expenses Coverage, is amended to add the following with respect to this endorsement only: There is no coverage under this endorsement for loss or expense, including but not limited to the cost of defense for"bodily injury" or"property damage" or"personal and advertising injury" occurring: a. After all of"your work", including materials, parts or equipment furnished in connection with "your work" and performed under the above referenced written contract(s) or agreement(s) has ended; or b. When that portion of"your work"out of which the "bodily injury", "property damage"or personal and advertising injury" arises and performed under the above referenced written contract(s)or agreement(s) has been put to its intended use by any person or organization; whichever occurs first. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. BP 134 (06-09) Page 1 of 1 1(]NI''ED STA7lT LI ILT1'Y I1 TTSU1 AIaICE GItOUP 6 A'I I, 1 E1 1S'LVA.101I Iliisendorsement mod es insurance provided under ihe following: BUSINESSOWNERS COVERAGE FORM A,1V ENDIVIE1oTT OF THE d INSURAI TCE CONIZI'F'ON: PRIMARY AND NON-eONTR1BUTC)RY-DESIGPIATED PERSON OR ORGANIZATIOI I Schedule Name of Person or Organizatlon: Effective Date: 11/07/2017 12:01 AM Ciry of South San Franasco 400 Grand Avenue South San Franasco,CA 94080 1255 19th St Hermosa Beach,CA 90254 I If no entry appears above,infortnation required to complete this endorsement will be shown in the Declarations as applicable to this endorsement S CTIOI T ITiF-C 1VIIV QN PCDE.CY CQNIDYTIONS paragraph 1.CDther Anaura ce is amended by the addition of the following: This insurance is primary and non-contributory as respects our coverage for the person or organization named in the Schedule. We will not seek contribution from any other insurance policy available to the person or organization named in the Schedule for"bodily injury", property damage"or"personal and advertising injury"covered under this policy. All other terms and conditions of this policy remain unchanged. This endorsement is a part of yovr policy and takes effect on the effective date of your policy unless another effective date is shown. BP 137{02-09) Page 1 of 1