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HomeMy WebLinkAboutContract 47849 C;UY SECRETM /a� �' r:"�f�ITR ACT iso CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality (the "CITY"), and Brio Consulting, LLC., authorized to do business in Texas, an independent contractor ("Consultant"), for a PROJECT generally described as Engineering Benchmark Study. Article I Scope of Services (1) Consultant hereby agrees to perform as an independent contractor the services set forth in the Scope of Services attached hereto as Attachment "A". These services shall consist of an evaluation of the Water Department engineering division's organizational structure and staffing compared to its peers. (2) Additional services, if any, will be requested in writing by the City. City shall not pay for any work performed by Consultant or its subconsultants, subcontractors and/or suppliers that has not been ordered in writing. It is specifically agreed that Consultant shall not be compensated for any alleged additional work resulting from oral orders of any person. Article II Compensation Consultant shall be compensated in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment "A". However the total fee paid by the City shall not exceed a total of $48,000.00 unless the City and the Consultant mutually agree upon a fee amount for additional services and amend this Agreement accordingly. The Consultant shall provide monthly invoices to the City. Payment for services rendered shall be due within thirty (30) days of the uncontested performance of the particular services so ordered and receipt by City of Consultant's invoice for payment of same. Acceptance by Consultant of said payment shall operate as and shall release the City from all claims or liabilities under this Agreement for anything related to, done, or furnished in connection with the services for which payment is made, including any act or omission of the City in connection with such services. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 OFFICIAL RECORD Page 1 of 11 CITY SECRETARY FT. wnR'B H TM Article III Term Unless terminated pursuant to the terms herein, this Agreement shall be for a term of 60 days, beginning upon the date of its execution, or until the completion of the subject matter contemplated herein, whichever occurs first. Article IV Independent Contractor Consultant shall operate hereunder as an independent contractor, and not as an officer, agent, servant, or employee of the City. Consultant shall have exclusive control of and the exclusive right to control the details of its work to be performed hereunder and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondent superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint venture between City and Consultant. Article V Professional Competence and Indemnification (1) Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable rules and regulations promulgated by the local, state and national boards, bureaus and agencies. Approval by the City shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its services performed hereunder. (2) In accordance with Texas Local Government Code Section 271.904, the Consultant shall indemnify, hold harmless, and defend the City against liability for any damage caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the Consultant or Consultant's agent, consultant under contract, or another entity over which the Consultant's exercises control. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 2 of 11 Article VI Insurance (1) Consultant shall not commence work under this Agreement until it has obtained all insurance required under this Article and the City has approved such insurance, nor shall Consultant allow any subcontractor to commence work on its subcontract until all similar insurance of the subcontractor has been so obtained and approval given by the City; provided, however, Consultant may elect to add any subconsultant as an additional insured under its liability policies. Commercial General Liability $1,000,000 each occurrence $1,000,000 aggregate Automobile Liability $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Coverage shall be on any vehicle used in the course of the Project. Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease -each employee (2) Additional Insurance Requirements a. Except for employer's liability insurance coverage under Consultant's worker's compensation insurance policy, the City, its officers, employees and servants shall be endorsed as an additional insured on Consultant's insurance policies. b. Certificates of insurance shall be delivered to the City of Fort Worth Water Department, Attention: Mr. Chris Harder, P.E., 1000 Throckmorton Street, Fort Worth, TX 76102, prior to commencement of work. c. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. d. Each insurance policy shall be endorsed to provide the City a minimum thirty days notice of cancellation, non-renewal, and/or material change in policy terms or coverage. A ten days notice shall be acceptable in the event of non-payment of premium. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 3 of 11 e. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. f. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. g. Workers' compensation insurance policy(s) covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. h. City shall not be responsible for the direct payment of insurance premium costs for Consultant's insurance. i. Consultant's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. j. In the course of the Agreement, Consultant shall report, in a timely manner, to City's officially designated contract administrator any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. k. Consultant's liability shall not be limited to the specified amounts of insurance required herein. I. Upon the request of City, Consultant shall provide complete copies of all insurance policies required by these Agreement documents. Article VII Transfer or Assignment City and Consultant each bind themselves, and their lawful successors and assigns, to this Agreement. Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest in this Agreement without prior written consent of the City. Article VIII Termination of Contract (1) City may terminate this Agreement for its convenience on 30 days' written notice. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 4 of 11 Either the City or the Consultant for cause may terminate this Agreement if either Party fails substantially to perform through no fault of the other and does not commence correction of such nonperformance with 5 days of written notice and diligently complete the correction thereafter (2) If City chooses to terminate this Agreement under Article 8, upon receipt of notice of termination, Consultant shall discontinue services rendered up to the date of such termination and City shall compensate Consultant based upon calculations in Article 2 of this Agreement and Exhibit "B" attached hereto and incorporated herein. (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by the City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of the City, and shall be furnished to the City prior to or at the time such services are completed, or upon termination or expiration of this Agreement. Article IX Right to Audit (1) Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting consultant agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such sub-consultant, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all sub- consultant facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this article. City shall give Consultant and any sub-consultant reasonable advance notice of intended audit. (3) Consultant and sub-consultants agree to photocopy such documents as may be requested by the City. The City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 5 of 11 Article X Minority Business and Small Business Enterprise (MBE)(SBE) Participation In accordance with the City's Business Diversity Enterprise Ordinance No. 20020-12-2011, as amended, the City has goals for the participation of minority business enterprises and/or small business enterprises in City contracts. Consultant acknowledges the MBE and SBE goals established for this Agreement and its accepted written commitment to MBE and SBE participation. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Consultant may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. Article XI Observe and Comply Consultant shall at all times observe and comply with all federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Consultant agrees to defend, indemnify and hold harmless City and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. Article XII Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. Article XIII Contract Construction The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 6 of 11 and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. Article XIV Severability The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XV Notices Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand-delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth Attn: Chris Harder, P.E. Water Department 1000 ThrockmortonStreet Fort Worth, Texas 76102 Consultant: Brio Consulting, LLC. Attn: Mark Wehmeyer, P.E. 11152 Westheimer Road, #685 Houston, Texas 77042-3208 Article XVI Headings The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 7 of 11 Article XVII Counterparts This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. Executed and effective this the �- �Qlay � — , 2016. BY: BY: CITY OF FORT WORTH Consultant: Brio Consulting, LLC Jesus J. Chapa Assistant City Manager Mark Wehmeyer Date: ��t� ✓1 (o President Date: May 19, 2016 APPROVAL RECOMMENDED: By: �/l� i 1 aA-- Christopher Harder, P. E. Acting Assistant Director, Water Department APPROVED AS TO FORM AND LEGALITY M&C No.: N/A By: M&C Date: N/A Doug Black Senior Assistant City Attorney ATTEST: ti aa � rj55O8p� f. p G�4 ® � - ary J. K $- Z - O® OFFICIAL RECORD City of Fort Worth,Texas y y" °OGoo ��pV Standard Agreement for Professional Services �vJ u A Revision ol Date:9/24/2014 City Secretary City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 9 of 11 Attachment A. Scope of Services Scope of Work Task 1 Document Engineering Division's Structure, Staffing, Responsibilities and Performance: Establish the "baseline situation" by summarizing the structure, staffing level and responsibilities of the current Engineering Division. Develop a set of performance metrics pertinent to the Division and collect the metrics to the degree possible. Task 2 Create a Set of Inquiry Questions: Using the baseline situation developed in Task 1 prepare a set of questions to be asked of other engineering organizations that will allow comparison with Fort Worth's Engineering Division. Task 3 Develop a List and Contact Potential Survey Candidates: Create a list of potential survey participants. Contact each participant to gauge their willingness to participate. An initial list of potential participants includes: Phoenix, Austin, Dallas, San Antonio, EI Paso, Anchorage, Nashville, Charleston, Virginia Beach, Toho Water Authority, FI., Des Moines and Albuquerque. Other organizations may be added. Contact representatives of each organization to determine their willingness to participate in the benchmarking initiative. Task 4 Solicit, Collect and Categorize Information from Survey Participants: Transmit a questionnaire, spreadsheet or other data gathering tool to each participant. Collect participant information and categorize into a logical presentation format. Task 5 Consolidate and Normalize Findings: Consolidate findings and normalize data to the extent possible. Solicit additional explanatory information from survey participants as may be necessary. Prepare a discussion of the findings and conclusions of the benchmark data. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 10 of 11 Attachment B. Fee Schedule Fee Brio proposes to conduct the work described for a lump sum fee of$48,000 billed monthly based on work complete. The fee assumes no travel to survey participant's locations. City of Fort Worth,Texas Standard Agreement for Professional Services Revision Date:9/24/2014 Page 11 of 11 808601 Brio Services LLC DBA Brio Certificate of Insurance (page 1 of 1) 05/19/2016 08:24:09 AM A ® DATE(MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE 5/19/2016 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 CONTACT NAME: A^^ Techlnsurance aCC No Ext): 800-688-1984 F(AIC,ANo): ( 77)826-9067 lt inti irann 1101 Central Expy.South,Suite 250 EMAIL Allen,TX 75013 ADDRE6s: INSURERS AFFORDING COVERAGE NAIC# INSURER A: Lloyd's/CFC Underwriting 99998 INSURED INSURER B: Brio Services LLC DBA Brio Consulting LLC INSURER C: 11152 Westheimer Rd PMB-685 INSURER D: Houston,TX 77042 INSURER E 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 ADDLTYPE OF INSURANCE INSD WVD SUER POLICY NUMBER MM DPOLID//YYYY MM/DDCY EFF Y/YYYY EXP LIMITS LTR COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO_7CLAIMS-MADE ❑✓ OCCUR PREM SES(Ea occu RENTED nce) $ 1,000,000 MED EXP(Any one person) $ 5,000 A Yes Yes ESCO1077832 6/4/2015 6/4/2016 PERSONAL&ADV INJURY $ 2'000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 JE C LOC PRODUCTS-COMP/OP AGG $2,000,000 POLICY� OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED ESCO1077832 6/4/2015 6/4/2016 BODILY INJURY(Per accident) $ AUTOS AUTOS PROPERTY DAMAGE A NON-OWNED Yes Yes $ HIRED AUTOS AUTOS Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN STATUTE I I ER ANY PROPRIETOR/PARTNER%EXECUTIVE ❑ N/A E.L.EACH ACCIDENT is OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$ A Professional Liability(Errors and Omissions) ESCO1077832 6/4/2015 6/4/2016 $1,000,000!$1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Fort Worth is named as Additional Insured as their interests may appear in regards to General Liability and Automobile policies,and all rights of subrogation against the City of Fort Worth by reason of any payment made for claims under the above General Liability and Automobile coverage are waived. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Fort Worth THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1000 Throckmorton ST ACCORDANCE WITH THE POLICY PROVISIONS. Fort Worth,TX 76102 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD DATE -`� CERTIFICATE OF LIABILITY INSURANCE 05/19/2016YYY) 05/19/2016 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 CONTACT NAME: PAYCHEX INSURANCE AGENCY INC AICCNrEio,Ext): an 362-6706 A/C,No): 977 677-0447 150 SAWGRASS DR E-MAIL ROCHESTER,NY 14620 ADDRESS:pnychex@travelers.com (877)362-6785 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:THE TRAVELERS INDEMNITY COMPANY OF AMERICA INSURED INSURER 8: BRIO SERVICES LLC 11152 WESTHEIMER PMB 685 INSURERC: HOUSTON,TX 77042 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 561098340290041 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 LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES Ea occurrence $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- LOC PRO- PRODUCTS-COMP/OP AGO $ OTHER: COMBINED SINGLE LIMIT $ AUTOMOBILE LIABILITY (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED RETENTION$ A WORKERS COMPENSATION N/A UB-1 E721614-16 02/05/2016 02/05/2017 XSTATUTE Oli H AND EMPLOYERS'LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE❑ E.L.EACH ACCIDENT $500,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION CITY OF FORT WORTH TEXAS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1000 THROCKMORTON STREET THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN FORT WORTH,TX 76102 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE (/'` � • ��T� ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD