Loading...
HomeMy WebLinkAboutHOUSING AUTHORITY OF THE CITY OF SANTA ANA AND SANTA ANA STATION DISTRICT LLC -2013A-2013-008 NSI;R XPIRES EXCLUSIVE NEGOTIATING AGREEMENT December 19, 2012 "" IAN -L 9 /U 1%) This Exclusive Negotiating Agreement ("Agreement") is entered into as of January 7, 2013 by and among the City of Santa Ana, a charter city and municipal corporation (the "City"), the Housing Authority of the City of Santa Ana, a public body, corporate and politic (the "Authority") and Santa Ana Station District, LLC, a California limited liability company (the "Developer") on the terms and provisions set forth below and with reference to the following. RECITALS A. The former Community Redevelopment Agency of the City of Santa Ana ("Agency"), the City and the Developer previously entered into the "Predevelopment Agreement - District Master Development Plan" (the "Predevelopment Agreement") dated December 9, 2009, after conducting an extensive Request for Proposals process. Developer was awarded the Predevelopment Agreement to assist in strategic planning and development with respect to approximately 94 acres known as the "Station District", which included City and Agency owned properties. The Predevelopment Agreement is superseded by the execution of this Exclusive Negotiating Agreement. B. The Agency and City were studying development and master planning of the "Station District" in conjunction with other studies being undertaken for new transportation projects in and around the City-owned Santa Ana Regional Transportation Center ("SARTC"). The Authority now owns one parcel within the Station District located at 1126-1146 E. Washington Ave. (APN #398-092-14) ("Housing Authority Parcel"), which was previously owned by the Agency and subject to the terms of the Predevelopment Agreement. The Housing Authority Parcel is hereby reaffirmed as being included under the terms of this Exclusive Negotiating Agreement, unless precluded or prohibited from including such parcel by direction or action of the State of California. The Station District including the SARTC and Housing Authority Parcel are depicted in Exhibit A hereto which is incorporated herein by this reference. C. Additionally, the County of Orange owns adjacent property within the Station District depicted on Exhibit A ("County Parcels") that has been the subject of discussions between the City and County with respect to joint planning and development opportunities. It is anticipated that a Joint Powers Agreement, Cooperative Agreement, or Memorandum of Understanding will be negotiated with the County for development of the City and County Parcels, and Developer agrees to fully cooperate with that potential negotiation process and agreement. Developer will ultimately be responsible for incorporating the County Parcels into the Master Plan if directed to do so by the City. The County is not a party to this Agreement and there is currently no contract or commitment from the County at this time to sell or develop its properties. December 19, 2012 D. This Exclusive Negotiating Agreement sets forth the commitment of the City, Authority and Developer to continue to proceed with this planning and development effort specifically as it relates to certain properties within the Station District as shown on Exhibit A (referred to collectively as "City Parcels"), subject to contractual obligations and lease agreements at the SARTC Depot building, which can be entered into, extended or terminated at the sole discretion of the City. The City Parcels are sometimes referred to herein as the "Proposed Development Site" as shown on Exhibit A., which may ultimately be amended to include the County Parcels. E. The Developer, after being selected in 2009 through a competitive process by the City/Agency, has continued to participate in strategic planning for the Station District, including an initial master plan, a visioning document ("Initial Master Plan") for the SARTC, and for this reason, the parties continue to partner with the Developer for the preparation of a plan and to negotiate the potential disposition and/or development of the Proposed Development Site. F. Santa Ana Station District, LLC, is comprised of The Related Companies of California, LLC, and Griffin Realty Corporation, each a "Member" of Developer. G. Any disposition or sale of the City Parcels shall be performed in compliance with applicable local and State laws. Any public works project with respect to the Proposed Development Site will be performed in compliance with all applicable regulations and the requirements of any funding sources including, but not limited to, Federal, State, and local funds. NOW, THEREFORE, the City, Authority and the Developer hereby agree as follows: 1. City and Authority Planning Process. The City and Authority are undertaking a strategic transportation and land use planning process for the Proposed Development Site. The City has obtained funds and is proceeding with the planning for the proposed "Go Local" transportation project as approved by City Council ("Go Local Project"), the proposed Santa Ana Boulevard Grade Separation project under study ("Santa Ana Boulevard Grade Separation Project"); and has received funds for and completed the Initial Master Plan for SARTC, prepared by the consultant IBI, as approved by the City Council, which the Developer has participated in and has contributed financially to this effort. The City also funded the preparation of, and adopted the Transit Zoning Code encompassing, among other things, the Proposed Development Site. The City and Authority now wish to jointly plan the Proposed Development Site consistent with the City's and Agency's prior planning efforts. 2. Role of Developer. The Developer agrees to: 2 December 19, 2012 A. Conduct design and financial feasibility studies in conjunction with City and Authority to determine viable options for the development and enhancement of the Proposed Development Site, and as may be amended to include County Parcels, and potentially adjoining properties that may be impacted by the proposed Grade Separation in the context of the transportation plans to be developed. B. Organize and initiate all necessary community outreach effort as may be deemed appropriate by the parties, with input and support from City and Authority staff. C. Prepare a Master Plan, that builds upon the Initial Master Plan, and complies with the standards found within the Transit Zoning Code (SD 84). Said Master Plan shall include: a detailed project description including potential uses, approximate building square footages, parking, open space, and project amenities; and a conceptual site plan and at least two conceptual renderings. It is understood that the conceptual plan and conceptual renderings will not constitute a final project design and rather are being provided for illustrative purposes. The details of any final project design may be further refined through any subsequent process and subject to City standards and procedures. The Master Plan will be developed in furtherance of the following objectives: i. Enhance the Proposed Development Site by seeking to create a true sense of place and by providing a connection between the downtown and the growing transit corridor. ii. Create a sustainable mixed-use project that may include new transportation facilities (potentially City-owned), transit-related headquarters/offices, and depending upon the feasibility, adaptive reuse of the existing train station ("Depot"), residential components, ancillary retail/service commercial uses, additional office components, a child care component, public uses, and supportive parking so as to maximize transit and economic development opportunities on, and the value of, the Proposed Development Site, for the region as a whole. The Master Plan should also consider inclusion of the Fixed Guideway System and grade separation components, whose ultimate ownership and development may be retained by the City as public works projects. iii. Identify needed infrastructure. iv. Link neighborhoods and businesses with public transit. v. Enhance public spaces and streets. vi. Establish a viable implementation strategy, including a phasing schedule. 3 December 19, 2012 D. Cooperate with the City and Authority in the pursuit of grants and other funding opportunities. 3. Exclusive Negotiations During the term of this Agreement, the City and Authority agree that neither shall negotiate with any person or entity, exclusive of any other public entity, other than the Developer, regarding potential disposition and development of the Proposed Development Site. 4. Term The term of the Agreement shall be for a period of eighteen (18) months from the Effective Date of this Agreement (the "Initial Term"). During the Initial Term, the parties shall cooperate in the master planning process with the intent of producing a mutually agreeable and approved Master Plan, pursuant to the "Schedule" evidencing a timeline and milestones for work product attached hereto and incorporated herein as Exhibit B. Said Schedule is subject to change by mutual written agreement of the parties. If substantial progress is being made on the Master Plan and more time is needed to complete the Master Plan, by mutual agreement, this Initial Term may be extended for six months by the City Manager and Executive Director of the Housing Authority. If the City makes a decision to incorporate the County Parcels into the Master Plan during the Initial Term or optional six month extension if granted, up to two additional six-month extensions can be granted in the same manner. Said approval to extend is conditioned upon Developer providing the City and Authority with an updated Schedule, which shall also be subject to the approval of the City Manager and Executive Director of the Authority, which approval will not be unreasonably withheld. 5. Extended Term - Master Plan Approval If, at or before the end of the Initial term or any extensions granted pursuant to Section 4 above, the City, Authority and Developer complete the Master Plan which is approved by the governing bodies of the City and Authority, the term of this Agreement shall be extended for one (1) year or a greater period mutually agreeable to the parties (the "Extended Term"), during which time the parties will negotiate towards agreement(s) for disposition and/or development of the Proposed Development Site not otherwise retained by the City and Authority, as applicable, in accordance with the terms hereof, and/or unpermitted due to funding sources. 6. Environmental Requirements Prior to entering into any final agreement(s) with the Developer, the City and Authority must approve any and all NEPA and/or CEQA documents that may be applicable to any development and that nothing in this Agreement in any way constitutes nor shall it be interpreted to be a contractual obligation committing the City 4 December 19, 2012 and Authority to undertake the disposition and/or development of the Proposed Development Site. 7. Master Plan Costs Developer shall be responsible for all costs associated with development of the Master Plan. Developer agrees to expend a minimum amount of Thirty Five Thousand Dollars ($35,000) in "Third Party Costs" for the Master Plan services performed hereunder for the City Parcels, and an additional minimum amount of Sixty Five Thousand ($65,000) in "Third Party Costs" for the Master Plan services performed hereunder for the County Parcels, for a total minimum of One Hundred Thousand Dollars ($100,000.00) in "Third Party Costs" for the Master Plan ("Total Amount") if the County Parcels are incorporated. Third Party Costs shall mean those amounts actually paid or obligations incurred for work actually done by those consultants, contractors and advisors of the Developer. 8. Ownership of Materials, Supplies, Drawings, Specifications, Programs or Systems Any and all records, papers, drawings, specifications, programs, systems and other materials prepared by Developer or its agents pursuant to this Agreement shall, without further consideration, be the property of the City or Authority as applicable to the City Parcels or Authority Parcel. Said work product shall be submitted in hard copy and produced in a form compatible with the City's computer system, as agreed between the City's Project Manager and Developer. Developer agrees to provide City and Authority with any such materials whenever requested to do so. 9. No Development Commitment Made By the Parties A. By its execution of this Agreement, the City, Authority, and Developer are not committing themselves to or agreeing to undertake: (a) financing or disposition and/or acquisition and development of Proposed Development Site; or (b) any other acts or activities requiring the subsequent independent exercise of discretion by the City and/or Authority or any agency or department of either, and/or Developer, and the City and Authority, and Developer have no reasonable expectation that such commitments will be made in the future. B. This Agreement does not constitute a disposition of property by the City and/or Authority and does not require a public hearing. Execution of this Agreement by the City and Authority is merely an agreement to enter into a period of negotiations according to the terms hereof, reserving final discretion and approval by the City and Authority as to any disposition and development of the Proposed Development Site and all permits, approvals, decisions and/or proceedings in connection therewith. December 19, 2012 10. Non-Assignability/No Removals or Substitutions The qualifications and identity of the Developer is a critical element of the City's and Authority's willingness to enter into this Exclusive Negotiating Agreement. Therefore any attempted partial or full assignment, or the removal of any Member of Developer without the prior approval of the City and Authority which may be granted or withheld in the sole and absolute discretion of the City Manager and Executive Director of the Housing Authority, or their designee, shall be a material breach by the Developer entitling the City and/or Authority to terminate this Agreement. Further, within thirty (30) days of execution of this Agreement, Developer shall submit its list of Third Party consultants for review and approval by the City Manager and Executive Director of the Housing Authority, or their designees, and such approval shall not be unreasonably withheld. Developer reserves the right to modify the list from time to time, subject to the aforementioned approval process. 11. Default. (a) Failure or delay by either Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. If the Party who is claimed to be in default by the other Party cures, corrects or remedies the alleged default within thirty (30) calendar days after receipt of written notice specifying such default, such Party shall not be in default under this Agreement. (b) If the nature of the alleged default is such that it cannot reasonably be expected to be cured within a thirty (30) day cure period as provided above, the Party shall not be in default if such Party promptly commences to cure the alleged default, diligently pursues the completion of such cure, and completes the cure as soon as practicable thereafter. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement, without first delivering written notice of the default. (c) If a default of either Party remains uncured for more than thirty (30) calendar days following receipt of written notice of such default, a "breach" of this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination on the Party in breach. (d) No waiver of any breach of any term or condition contained in this Agreement shall be deemed a waiver of any preceding or succeeding breach of such term or condition, or of any other term or condition contained in this Agreement. No extension of time for performance of any obligation or act, no waiver of any term or condition of this Agreement, nor any modification of this Agreement shall be enforceable 6 December 19, 2012 against the City, Authority or Developer, unless made in writing and executed by all parties. 12. Non-Discrimination. The Developer shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in undertaking its obligations under this Agreement. 13. Miscellaneous A. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. B. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, with venue in Orange County. C. Each of the undersigned represents and warrants that by its signature hereinbelow each such signatory has the power, authority and right to execute this Agreement. D. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 7 December 19, 2012 IN WITNESS WHEREOF, the parties hereto have executed this Exclusive Negotiating Agreement as of the date set forth hereinabove. ATTEST: 07 )? W Maria D. Huizar Clerk of the Council THE CITY OF SANTA ANA Paul Walters City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Lisa E. Storck Assistant City Attorney HOUSING AUTHORITY OF THE CITY OF SANTA ANA ATTEST: Maria D. Huizar Recording Secretary Nancy T. wards Interim Exe utive Director APPROVED AS TO FORM: Sonia R. Carvalho Housing Authority General Counsel By: Lisa E. Storck, Asst. Counsel ueccmber 14, 2012 DEVELOPER Santa Ana Station District, LLC, A California limited liability company The Related Companies of California, LLC .JN bility company, its A California-limited member By: William A. Witte, President Griffin Realty Corporation, A California Corporation, its member By: Roger N. Torriero, President 9 December 19, 2012 DEVELOPER Santa Ana Station District, LLC, A California limited liability company The Related Companies of California, LLC A California limited liability company, its member By: William A. Witte, President Griffin Realty Corporation, A California Corporation, its member By: ?,?•- ------_ _ Rtgi? N. rnero, President 9 i ¢ -- a 11_8111A t a''f n _r ' r e' ti ?,: _ f Yam I' -v 41, 3'. '1• - Wit:' ? ? .. d^ `'?. •'- ?C ? y A a 7 r n t_ Exhibit A Sao tt m N c S Q? '? Rp ? Q ai I Rr y, 45 b. a ? 4 s :,ter f?. (9 DRAFT November 8, 2012 Presentation of Master Plan to City Council/Housing Authority for consideration of approval DDA negotiations formally commence Plan Within 60 days following Developer's submission of any necessary revisions to Final Master Plan. Upon approval by the City Council/Housing Authority of the Final Master Plan Non-substantive modifications to this Schedule of Performance may be made at any time by mutual agreement of the Developer, the Executive Director of the Community Development Agency, and the Executive Director of the Housing Authority, subject to the time frames specified in the Agreement. Per Sections 4 and 5 of this Agreement, the term of this Agreement may be extended. In that event, the Developer, Executive Director of the Community Development Agency and the Executive Director of the Housing Authority shall mutually agree to a revision(s) of this Schedule of Performance to reflect the extension(s). 271351 ,4 O CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) . „?-, 1!23/2013 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: Kathryn Guerrero Commercial Lines - (949) 225-6900 PNONE (949) 225-6909 FAx A/C No(949) 225-6910 Wells Fargo Insurance Services USA, Inc. - CA Lic#: OD08408 E-MAIL ADDRESS: Kathryn.Guerrero@wellsfargo.com 2030 Main Street, Suite 200 INSURER(S) AFFORDING COVERAGE NAIC # Irvine, CA 92614-7253 - INSURER A : Allied World National Assurance Co. 10690 INSURED INSURER B : The Related Companies of California, LLC INSURER C Santa Ana Station District Housing Partners, L.P. INSURER D : 18201 Von Karman Avenue, Suite #900 _ INSURER E : Irvine, CA 92612 INSURER F COVERAGES CERTIFICATE NUMBER: 5510805 REVISION NUMBER: See below 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 Y LTR TYPE OF INSURANCE JU& POLICY NUMBER MiM/DD /YYYY MMIDD//YYYY LIMITS A GENERAL LIABILITY 0307-8522 09/30/12 09/30/13 EACH OCCURRENCE $ 1,000,000 X DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence 100,000 $ CLAIMS-MADE I "- OCCUR MED EXP (Any one person) $ 0 X DED: NIL PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 21000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY X PRO X LOC ECT $ A AUT OMOBILE LIABILITY 0307-8522 09/30/12 09/30/13 COMBINED SINGLE LIMIT Ea accident INCLUDED ANY AUTO BODILY INJURY (Per person) _ $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS X x NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident A X UMBRELLA LIAB X OCCUR 0307-8524 09/30/12 09/30/13 EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED RETENTION$ NIL $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY IMIT Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE ? 11A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? - --- (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under -?- DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: Santa Ana Station District Housing Partners, L.P. - Property located at Santa Ana Blvd. between Lacy Street and Minter Street City of Santa Ana and/or The City of Santa Ana Acting as Successor Agency, and Housing Authority of the City of Santa Ana, its respective elected and appointed officials, officers, employees, agents, and representatives are included as Additional Insureds as respects General Liability per att??ged" ` '' VV 1 . Additional Insured Endorsement. 11 , RcK L,r K I lrl!.A I t MULUtK UANGtLLAI IUN --'r- 1_1=31" Ltt0ly- / City of Santa Ana and/or The City of Santa Ana Acting as Succerssor Housing Authority of the City of Santa Ana 20 Civic Center Plaza. #M-26 Santa Ana. CA 92701 pSS15?31?t ".., ? SHOULD ANY OF THE ABOVE DESCRIBEb POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2010/05) the ACORD name and logo are registered marks of ACORD ©1988-2010 ACORD CORPORATION. All rights reserved. (TN, certificate replaces w0ificate 4911466 i.... d m 9/2612012) COMMERCIAL. GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Section 11- Who Is An Insured is amended to include any person or organization to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type prov ded- by this policy, but only with respect to liability arising out of your operations or premises owned by or rented to you. However, the insurance provided will not exceed the lesser of: a. The coverage and/or limits of this policy; or b. The coverage and/or limits required by said contract or agreement. GL 00011 00 (06/09) APPROVED AS TO FORM. nee Assistant Crty COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Notwithstanding any other provision of this policy to the contrary, the insurance afforded to an additional insured under this policy will be primary to, and non-contributory with, any other insurance available to that person or organization in the event a contract or agreement you enter into requires you to furnish insurance to that person or organization of the type provided by this policy. GL 00021 00 (07/09) w 'r^ FORTA ?A ;;.curs;,; p?ssistant Crty ?l s COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. REAL ESTATE BROAD FORM NAMED INSURED ENDORSEMENT (WHO IS AN INSURED AMENDATORY) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Section 11- Who Is An Insured, Paragraph 3. is deleted in its entirety. Section II - Who Is An Insured is amended to include the following additional provisions: (1) Those entities and the businesses they form of which any Named Insured, individually or through a controlled entity, has more than fifty percent (50%) ownership interest in or exercises management or financial control over at the inception date of this policy, provided all have been declared to us prior to the inception date of this policy. (2) All entities, as defined in paragraph (1) above, formed in connection with real estate investments or for the purpose of management of real estate, regardless of the percentage ownership interest therein, or the level of management involvement, provided that: (a) Such entity and the property involved have been declared to us in a timely manner not to exceed one-hundred-eighty (180) days following formation of the covered entity; or (b) There is evidence of a written obligation to provide insurance to the formed entity under this policy. Solely as respects Paragraph (2) of this endorsement, coverage is provided only for the real estate operations of either the entity formed or the entity covered pursuant to a written obligation. As used in this endorsement, "real estate operations" means the ownership, management or maintenance of the premises, and operations on the premises or elsewhere which are necessary or incidental to the ownership, management or maintenance of the premises. Solely as respects the coverage provided by this endorsement, the last paragraph of Section II - Who Is An Insured beginning with "No person or organization" is deleted in its entirety. GL 00055 00 (03110) F®RNi 'To AP??ov?p A? 0SA ney { G;fiy `ait. pssistan COMMERCIAL GENERAL LIABILITY CG 24040509 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. Information required to complete this Schedule if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery we may have against the person or organization shown In the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. to V001 1.1SA E S??nS?rneY f7 Assistant City Attu CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 ?