Loading...
HomeMy WebLinkAboutContract 46444City Secretary Contract No. `f-�'+`t'`t PROFESSIONAL SERVICES AGREEMENT � m n m � m � rn �, � � � � � This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and ROBERT E. SLAVIN, INC., dba: SLAVIN MANAGEMENT CONSULTANTS ("Consultant"), a Georgia corporation, acting by and through ROBERT E. SLAVIN, its duly authorized President. 1. SCOPE OF SERVICES. 1.1. Search Enqaqement: The City agrees to engage the Consultant to perform those services described below, for completion of the project described as follows: recruitment for a Police Chief (known interchangeably as Chief of Police) ("the Search"), all in accordance with a proposal from the Consultant to the City dated November 20, 2014 and titled Executive Search Proposal for Police Chief, attached hereto as Exhibit "A" and incorporated herein for all purposes incident to this Agreement. If there is any conflict between this Agreement and Exhibit "A," the terms and conditions of this Agreement shall control. 1.2. Services: The Consultant agrees to perform certain services necessary for completion of the Search, which services shall include the following: a) b) c) d) e) f) 9) h) i) Organizational and position analysis Place advertisements in appropriate journals and publications Candidate identification Resume review and screening Preliminary interviews with leading candidates Progress report Detailed reference checks with leading candidates Final report Assist with interviews and negotiations 2. TERM. The term of this Agreement shall commence on the last day executed below by each party ("Effective Date") and shall expire on July 30, 2015, unless terminated earlier in accordance with Section 4 of this Agreement or otherwise extended by the parties. This Agreement may be renewed for up to two additional six-month periods by mutual written agreement of the Parties. 3. COMPENSATION. 3.1. Fee: As full and complete compensation for the Consultant's professional services performed hereunder, the City shall pay the Consultant the fixed professional fee of Fifteen Thousand Seven Hundred Eighty Dollars ($15,780), plus Reimbursable Expenses as detailed below in subsection 3.2. Payments shall be made — � �; Professional Services Agreement — CFW and Executive Search Proposal — Police Chief �)I;�I,�11����11����:�f� L3l'�:;<<���)I'�;ZI��'�) �����i �r ��c�r��5�nr;��r E. Slayi �� I M� �:; u �,`) „��� �`�`� agement Consultants Page 1 of 10 City Secretary Contract No. ���-t� in accordance with subsection 3.4 below. 3.2. Reimbursable Expenses: In addition to any fee due under subsection 3.1, the City shall reimburse Consultant for actual expenses incurred in conducting the search provided however that all such expenses must be approved by the City in advance and shall not exceed Eight Thousand Six Hundred Seventy-Nine Dollars ($8,679) for actual expenses related to Consultant travel (such as airFare, lodging, personal car mileage, and a limited per diem), background checks, brochure development, placement of advertisements, and printing, photocopy, and mailing and any optional services requested by the City (collectively "Reimbursable Expenses"). Personal car mileage will be billed at rates not to exceed standard IRS business mileage rates in effect at the time of travel. The Consultant shall provide the City with a listing of expenses by category of expense as a part of monthly billings. 3.3. Compensation for additional services: In the event the City requires services in addition to those described in Section 1 or Exhibit "A," the City shall make a request in writing for such additional services. The Consultant shall be compensated at a negotiated rate plus expenses as set forth in writing. If the selected candidate (other than an internal candidate) should be terminated within two years from the date of hire or if the City reasonably determines not to hire a candidate presented by Consultant, Consultant shall conduct another search as contemplated herein for no additional professional fee, other than reimbursement of expenses under subsection 3.2, which shall not exceed Five Thousand Dollars ($5,000). 3.4. Structure of pavments: Consultant's fee will be paid in a total of four (4) payments, with the first three (3) payments being $4,734.00 each and the fourth (4) and final payment being $1,578.00. The four (4) payments shall correspond to project milestones as follows: a. Execution of Contract b. Identification of Qualified Candidates c. Submission of Final Report and Recommendations d. Final Billing Seven Days After the New Police Chief Begins Work at the City Reimbursable Expenses will be billed (monthly) in addition and shown as a separate figure until completion of the assignment. In submitting invoices, Consultant shall provide copies of receipts for all Reimbursable Expenses incurred under subsection 3.2. If the City requires additional reasonable information, it shall request the same promptly after receiving the above information and the Consultant shall provide such additional reasonable information to the extent the same is available. Consultant shall request payment of fees and reimbursement of expenses by submitting an invoice to Monica Wood, 1000 Throckmorton, Fort Worth, Texas 76102. Invoices are due and payable within 30 days of receipt. On full and final completion of the Services, the Consultant shall submit a final invoice; Professional Services Agreement — CFW and Robert E. Slavin, Inc., dba: Slavin Management Consultants Page 2 of 10 Executive Search Proposal — Police Chief City Secretary Contract No. �� `� U' including any unpaid reimbursable expenses pursuant to subsection 3.2 and City shall pay any balance due within 30 days of receipt of such invoice. In the event of a disputed or contested billing, only the portion being contested will be withheld from payment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. For contested billings, the City shall make payment in full to Consultant within 60 days of the date the contested matter is resolved. If City fails to make such payment, Consultant may, after giving 7 days' written notice to City, suspend services under this Agreement until paid in full, including interest calculated from the date the billing contest was resolved. In the event of suspension of services, Consultant shall have no liability to City for delays or damages caused to City because of such suspension of services. 4. TERMINATION. 4.1. Convenience: Either Party may terminate this Agreement at any time, with or without cause, by providing the other Party with fifteen (15) days' written notice of termination. 4.2. Fiscal Fundinq: In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments hereunder, City will notify Consultant of such occurrence, and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3. Duties and Obliqations of the Parties on Termination: In the event this Agreement is terminated prior to expiration of the term, City shall pay Consultant only for Services actually rendered and Expenses actually incurred as of the effective date of termination. In the event this Agreement is terminated prior to expiration of the term, Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Consultant shall provide to the City all work product completed or in progress at such date of termination and communicate such recommendations and conclusions to the City as may have been formed by such date of termination. CONSULTANT SHALL NOT BE ENTITLED TO ANY LOST OR ANTICIPATED PROFITS SHOULD THE CITY ELECT TO TERMINATE THIS AGREEMENT. 5. INDEPENDENT CONTRACTOR. Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive control of and the exclusive right to control the details of the Services perFormed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, and subcontractors. The doctrine of Professional Services Agreement — CFW and Robert E. Slavin, Inc., dba: Slavin Management Consultants Page 3 of 10 Executive Search Proposal — Police Chief City Secretary Contract No. `t � `'�� �I respondeat superior shall not apply as between the City and Consultant, its officers, agents, servants, employees, or subcontractors. NOTHING HEREIN SHALL BE CONSTRUED AS CREATING A PARTNERSHIP OR JOINT ENTERPRISE BETWEEN CITY AND CONSULTANT. It is expressly understood and agreed that no officer, agent, servants, employee, or subcontractor of Consultant is in the paid service of City. 6. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES. CONSULTANT AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (I) BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT BY CONSULTANT, ITS OFFICERS, AGENTS, ASSOCIATES, SERVANTS, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS; OR (II) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, ASSOCIATES, SERVANTS, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS AGREEMENT; THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS. IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH CONSULTANT AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS. Consultant shall require all of its subcontractors and assignees to include in their subcontracts or assignments a release and indemnity in favor of the City in substantially the same form as above. This section shall survive the expiration or termination of this Agreement. Professional Services Agreement — CFW and Robert E. Slavin, Inc., dba: Slavin Management Consultants Page 4 of 10 Executive Search Proposal — Police Chief City Secretary Contract No. "�`T 7. CONFIDENTIAL AND PROPRIETARY INFORMATION. The City acknowledges that Consultant may use products, materials, or methodologies proprietary to Consultant. The City agrees that ConsultanYs provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the Parties have executed a separate written agreement with respect thereto. Consultant, for itself and its officers, agents, servants, employees, and subcontractors, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to any third party without the prior written approval of the City. Notwithstanding the foregoing, Consultant understands and agrees that the City is a public entity under the laws of the State of Texas, and as such, is subject to various public information laws and regulations, including, but not limited to, the Texas Public Information Act, Chapter 552 of the Texas Government Code (the "Act"). Consultant acknowledges that, under the Act, the following information is subject to disclosure: 1) all documents and data held by the City, including information obtained from the Consultant, and 2) information held by the Consultant for or on behalf of City that relates to the transaction of City's business and to which City has a right of access. If the City receives a request for any documents that may reveal any of Consultant's proprietary information under the Act, or by any other legal process, law, rule, or judicial order by a court of competent jurisdiction, the City will utilize its best efforts to notify Consultant prior to disclosure of such documents. The City shall not be liable or responsible in any way for the disclosure of information not clearly marked as "Proprietary / Confidential Information" or if disclosure is required by the Act or any other applicable law or court order. In the event there is a request for such information, it will be the responsibility of Consultant to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by the City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 8. INSURANCE. The Consultant shall carry the following insurance coverage with a company that is either licensed to do business in Texas or otherwise approved by the City: a) Commercial General Liability with a combined limit of not less than $1,000,000 per occurrence. b) Automobile Liability Insurance with a combined limit of not less than $1,000,000 per occurrence. c) Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate limit. d) Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. e) Any other insurance as required by City. General Insurance Requirements: Professional Services Agreement — CFW and Robert E. Slavin, Inc., dba: Slavin Management Consultants Page 5 of 10 Executive Search Proposal — Police Chief City Secretary Contract No. `'�� �� 1 a) Each policy of insurance required hereunder shall be written so as to provide the City with a minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage provided, however, that ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. b) The insurers for all policies must be licensed and/or approved to do business in the State of Texas or otherwise approved in advance by the City. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of the City's Risk Management Division. If the rating is below that required, written approval of the City's Risk Management Division is required. c) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant, its officers, agents, servants, employees, and subcontractors, shall abide by and comply with all laws, federal, state, and local, including all ordinances, rules, and regulations of City. It is agreed and understood that, if City calls to the attention of Consultant any such violation on the part of Consultant or any of its officers, agents, servants, employees, or subcontractors, then Consultant shall immediately desist from and correct such violation. 11. NON-DISCRIMINATION. In the execution, performance, or attempted performance of this Agreement, Consultant will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color, national origin, or sexual orientation, nor will Consultant permit its officers, agents, servants, employees, or subcontractors to engage in such discrimination. Professional Services Agreement — CFW and Robert E. Slavin, Inc., dba: Slavin Management Consultants Page 6 of 10 Executive Search Proposal — Police Chief City Secretary Contract No. `T� `��� This Agreement is made and entered into with reference specifically to the provisions in the City Code of the City of Fort Worth prohibiting discrimination in employment practices, and Consultant hereby covenants and agrees that Consultant, its officers, agents, servants, employees, and subcontractors have fully complied with all provisions of same and that no employee or employee-applicant has been discriminated against by either Consultant, its officers, agents, servants, employees, or subcontractors. 12. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement and at no additional cost to the City, have access to and the right to examine any directly pertinent books, documents, papers, and records of the Consultant involving transactions relating to this Agreement. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all of its subcontractor and assignment agreements hereunder a provision to the effect that the subcontractor or assignee agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract and at no additional cost to the City, have access to and the right to examine any directly pertinent books, documents, papers, and records of such subcontractor or assignee involving transactions to the subcontract or assignment, and further that City shall have access during normal working hours to all subcontractor or assignee 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 subcontractor or assignee reasonable advance notice of intended audits. This section shall survive the expiration or termination of this Agreement. 13. GOVERNING LAW AND VENUE. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, or attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas. 14. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: Professional Services Agreement — CFW and Robert E. Slavin, Inc., dba: Slavin Management Consultants Page 7 of 10 Executive Search Proposal — Police Chief City Secretary Contract No. T`�' `�"'� TO THE CITY: City of Fort Worth Attn.: David Cooke 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile: (817) 392-8654 TO CONSULTANT: Name: Robert E. Slavin, Inc., dba: Slavin Management Consultants Attn: Robert E. Slavin 3040 Holcomb Bridge Road, Suite A-1 Norcross, GA 30071 Facsimile: (770) 416-0848 With Copy to the City Attorney at same address. 15. SOLICITATION OF EMPLOYEES. Neither the City nor Consultant shall, during the term of this Agreement and additionally for a period of one year after its termination or expiration, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 16. NON-WAIVER. The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of that party's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. DISCLOSURE OF CONFLICTS. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's provision of the Services. In the event that any conflicts of interest arise after the execution of this Agreement, Consultant hereby agrees to make full disclosure to the City in writing immediately upon learning of such conflict. 18. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 19. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 20. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties Professional Services Agreement — CFW and Robert E. Slavin, Inc., dba: Slavin Management Consultants Page 8 of 10 Executive Search Proposal — Police Chief City Secretary Contract No. `�' `� and obligations as set forth in this Agreement. If either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control (each a"Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such Event. 21. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. i'�►�7�1�111���Z�]�i�illP► �y � � The parties acknowledge that each party and its counsel have had the opportunity to review and revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibit hereto. 23. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 24. NETWORK ACCESS. Consultant does not require access to the City's computer network in providing services under this Agreement. 25. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of his or her respective party and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment(s) hereto may be executed accordingly. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 26. ENTIRETY OF AGREEMENT. This written instrument (together with any exhibits or addenda attached hereto and any Professional Services Agreement — CFW and Robert E. Slavin, Inc., dba: Slavin Management Consultants Page 9 of 10 Executive Search Proposal — Police Chief City Secretary Contract No. `-t'� �`� documents incorporated herein by reference) contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. , � � Executed in multiple originals on this the �� t day of YULI , 20 ��✓'. AGREED: CITY OF FORT WORTH, TEXAS By:_ �� � Ud Sc�c.i4s�n Assistant City Manager Date: �N ATTEST: : APP : ! 7. 20 � `/` ! , Mary K�ay�er City Secretary TO F AGREED: ROBERT E. SLAVIN, INC., dba: SLAVIN MANAGEMENT CONSULTANTS �'�� �°� � o�° a �° °�� �g � —� 0 8Z ,$ � ���°°�0000��°°�� � T�Xp,� A LITY: Guillermo (Will) Trevino Assistant City Attorney No M&C Required � gy; �«/% , � ���..-� Robert E. Slavin President � Date: - �-�s�_.Ct_� � C� i � ATTEST: �'�� By:� �%��'�7� %�/ Name �;��ef- % �sl N �' Title D�,�,cL ��r��v��sf�4��sv gpp�ClpL RECORD C�TIf SECRETARV �'q'. WORTH, YX Professional Services Agreement — CFW and Robert E. Slavin, Inc., dba: Slavin Management Consultants Page 10 of 10 Executive Search Proposal — Police Chief .�-'� Unti�led CG D1 05 Q4 94 Page 1 of 1 , _ : �. � � ��� ; �. i r �� ��� ��� � � � �� _6 - r� � ���� ° � �� , _ � � i . •` -.: �- THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement madifies insurance provided under the foilowing: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS: 1. WHO IS AN INSURED (SECTION II) is amended io include as an insured any person or organization (calleci hereafler "additional insured") whom you have agreed in a written coniraci, executed priqrto loss, to name as addiiional insured, but oniy with respect to liability arising oui of "your work" or your ongoing operations for that additional insured perfarmed hy you or for you. 2. With respectto the insurance affordetl to Adtlitional Insureds the following conditions apply: a. Limits of Insurance - The fallowing limits of liability apply: 1. The limits vrhich you agreed to provide; or 2. The limits shown on the declarations, whichevet is less b. This insurance is excess over any va(id and coilectible insurance unless you have agreed in a wririen coniract for this insurance to apply on a primary or conirihutory basis. 3. This insurance does not apply; a, on any hasis to any person or organization for whom you have purchased an Owners and Contractors Protective policy. b. to "bodily injury," "property damage," "personal inJ�ry," or "advertising injury" arising out of the rendering of or the failura to render any professional services by or for you, inciuding: �. Tne prepar�ng, approvmg or faiimg to prepare or approve maps, d��awings, opinions, re�orts, surveys, change orders, designs or specifications; and 2. Supervisory, inspection or engineering services. CG D1 05 04 94 Privacv � Leqal Notices G�20�8 The Travelers Companies. Inc.