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HomeMy WebLinkAboutPHIL MARTIN & ASSOCIATES - 2014CONSULTANT AGREEMENT A- 2014 -256 THIS AGREEMENT, made and entered into this 21 't day of October, 2014 by and between Phil Martin & Associates, Inc. , a California corporation (hereinafter "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of environmental services and related technical studies. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. Iri undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall provide envirommental study and related technical study services related to analyses of the California Environmental Quality Act and the National Environmental Policy Act, as set forth in City's Request for Qualifications for Environmental Consultants, incorporated to this Agreement by reference, and Consultant's Proposal, attached hereto as Exhibit A and incorporated by reference to this Agreement. Said services shall be provided at the request of the City Manager and Executive Director of the Planning and Building Agency, as evidenced by a writing signed by the City Manager, Executive Director and the City Attorney, 2. DELIVERY OF WORK PRODUCT Consultant shall deliver to City all work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's computer system, as agreed between the Project Manager and Consultant. In regard to all copyrightabte material produced as a deliverable under this Agreement,, including but not limited to books, reports, plans, photographs, drawings, films, recordings, videotapes, and computer programs, Consultant agrees, for itself and for its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall be set in the writing authorizing Consultant to perform a specific project pursuant to this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date first written above and terminate on October 21, 2017, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended upon a writing executed by the City Manager, Executive Director of Planning and Building and the City Attorney. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a mamier consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in thetotal amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise due to negligent acts, omissions or willful misconduct in the performance, from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from negligent acts, omissions or willful misconduct in the performance of this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6956 With courtesy copies to: Executive Director of Planning and Building City of Santa Ana 20 Civic Center Plaza (M -20) P.O. Box 1988 M Santa Ana, California 92702 telefacsimile (714) 973 -1461 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647 -6515 To Consultant: Phil Martin & Associates, Inc. Firm) 4860 Irvine Blvd. Suite 2013 Irvine, CA 92620 Telefacsimile (949)454 -1800 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any proposal or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. [] I % =3 ["erdD ICY Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work products completed as of such date, and in such case such work product shall be the property of the City wiless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: ( Z) .f MARIA D. HUIZAR Cleric of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney r B Ryan Hodge Assistant City Attorney RECOMMENDED FOR APPROVAL: f� KAREN HALtZZy Interim Executive Director Planning & Building Agency CITY OF SANTA ANA f DAVID CAVAZOS ° City Manager CONSULTANT: NAME Title: Tax ID# ; 1 la-- EXHIBIT A CONSULTANT'S PROPOSAL AND FEESCHEDULE EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative 11364 Phil Martin & Associates, Inc. Certificate of Insurance (page 1 of 1) 12/03/2015 10:57:34 AM A °r CERTIFICATE OF LIABILITY INSURANCE 12/3 /2015YVY) 12/3/2015 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: SelectSolutions Insurance Services, LLC #0127711 PNONE 2Xu. 866 - 500 -6359 alc No: (855) 804 -8449 E -MAIL ADDRESS: 1350 Carlback Avenue Walnut Creek, CA 94596 PRODUCER CUSTOMER ID INSURERS/ AFFORDING COVERAGE NAICH INSURED INSURER A: The Hanover Insurance Company 22292 INSURER e: Continental Casualty Company 20443 Phil Martin & Associates, Inc. 4860 Irvine Blvd, Suite 203 Irvine, CA 92620 - INSURER C: INSURER D $ 1,000,000 INSURER E: $ 5,000 PERSONAL &ADV INJURY INSURER F A 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, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. HER TYPE OF INSURANCE ADDLSUBR JNSR POLICY NUMBER POLICY EFF MMIDDIri'YV POLICY EXP MMIDDIYYYY LIMITS GENERAL LIABILITY -UM EACHOCCURRENCE $ 1,000,000 ✓ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 571 OCCUR PREMISES Ea occurrence $ 1,000,000 MED EXP(Any one person) $ 5,000 PERSONAL &ADV INJURY $ 1,000,000 A Yes OH3910540504 611/2015 6/1/2018 GENERAL AGGREGATE $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGO $ 2,000,000 POLICY ✓ IFQT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Peraccident) $ A ✓ SCHEDULEDAUTOS HIRED AUTOS OH3910540604 611/2015 6/1/2016 PROPERTY DAMAGE (Peraccidenh $ ✓ NON -OWNED AUTOS $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DEDUCTIBLE $ $ RETENTION $ WORKERS COMPENSATION WCSTATU- OTH- AND EMPLOYERS' LIABILITY YIN TORY LIMIT EL EACH ACCIDENT $ ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? � NIA E.L. DISEASE - EA EMPLOYE $ (Mandatary In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1 $ B Professional Liability (Errors and Omissions) EEH288383079 9/512015 9/512017 $1,000,000/$2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Re: As Per Contract or Agreement on File with the Insured. City of Santa Ana is named as Additional Insured as their interests may appear in regards to General Liability policy per attached endorsement. The Professional Liability Limits shown represent the Per Claim /Aggregate Limits of Liability. A-- -0/ ra U�d CERTIFICATE HOLDER CANCELLATION © 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DES IBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THER OF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 1988 AUTHORIZED REPRESENTATIVE mmom�.. Santa Ana, CA 92702 © 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD Policy Number: OH3910540504 Insured: PHIL MARTIN & ASSOCIATES, INC. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT This endorsement modifies insurance provided under the following: BLISINESSOWNERS COVERAGE FORM I. Additional Insured by Contract, (2) To any person or organization Agreement or Permit included as an insured by an Under SECTION II — LIABILITY, C. endorsement issued by us and Who Is An Insured, Paragraph 4. is made part of this Policy; added as follows: (3) To any lessor of equipment: a. Any person or organization for (a) After the equipment lease whom you are performing expires; or operations when you and such (b) If the "bodily injury ", person or organization have agreed "property damage' or in writing in a contract, agreement or "personal and advertising permit that such person or injury" arises out of the sole organization be added as an negligence of the lessor; additional insured on your policy. Such person or organization is an (4) To any: additional insured only with respect (a) Owners or other interests to liability for "bodily injury ", from whom land has been "property damage" or "personal and leased which takes place advertising injury" caused, in whole after the lease for that land or in part, by: expires; or (1) Your acts or omissions; or (b) Managers or lessors of (2) The acts or omissions of those premises if: acting on your behalf, (i) The occurrence takes but only with respect to: place after you cease to a tenant in that (3) "Your work" for the additional insured(s) at the location premises; or pr designated in the contract, (ii) The "bodily injury ", agreement or permit; or "property damage" or "personal and (4) Premises you own, rent, lease, advertising injury" arises control or occupy. out of structural This insurance applies on a primary alterations, new basis if that is required by the construction or written contract, agreement or demolition operations permit. performed by or on b. This provision does not apply: behalf of the manager or lessor; or (1) Unless the written contract or written agreement has been (5) To "bodily injury ", "property executed or permit has been damage" or "personal and issued prior to the "bodily advertising injury" arising out of injury ", "property damage" or the rendering of or the failure to "personal and advertising render any professional injury "; services. This includes but is not limited to any professional 391.1586 02 11 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 1 of 4 services as an architect or If other valid and collectible engineer arising out of any insurance is available to the construction agreement or Additional Insured for a loss we activities under which any cover under SECTION II — insured or anyone acting on any LIABILITY, Part A. Coverages, insured's behalf provides or Paragraph 1., Business provided service, advice, Liability our obligations are expertise or work. Construction limited as follows: includes, but is not limited to, a. Primary Insurance the plan, conception, design, This insurance is primary to build, construct, assembly, other insurance that is development, safety, erection, available to the Additional formation, reconstruct, Insured which covers the rehabilitation, repair, or any Additional Insured as a improvement made to real Named Insured. We will not property. Construction also seek contribution from any includes the hiring, supervision other insurance available to or management of any of these the Additional Insured activities. However, this except: exclusion does not apply to (1) For the sole negligence liability arising out of an of the Additional insured's presence at a jobsite Insured; that was not caused by professional activities listed in (2) When the Additional the above paragraph. Insured is an Additional Insured under another c. Additional insured coverage primary liability policy; provided by this provision will not be or broader than coverage provided to (3) When b.(2) below any other insured. applies. d. All other insuring agreements, If this insurance is exclusions, and conditions of the primary, our obligations policy apply. are not affected unless II. Additional Insured by Contract, any of the other Agreement or Permit — Primary and insurance is also Non - contributory primary. Then, we will share with all that other The following is added to SECTION III — insurance by the COMMON POLICY CONDITIONS: method described in b. M. Other Insurance (3) below. 1. Additional Insureds b. Excess Insurance If you agree in a written This insurance is excess contract, written agreement or over: permit that the insurance (1) Any of the other provided to any person or insurance, whether organization included as an primary, excess, Additional Insured under contingent or on any SECTION If - LIABILITY, Part C other basis: — Who is An Insured, is (a) That is Fire, primary and non - contributory, Extended the following applies: Coverage, Builder's Risk, Installation Risk or similar coverage for "your work "; 391 -1586 02 11 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 2 of 4 (b) That is Fire (2) The total of all deductible insurance for and self- insured amounts premises rented to under all that other the Additional insurance. Insured or temporarily We will share the remaining occupied by the loss, if any, with any other Additional Insured insurance that is not described in this Excess Insurance with permission of provision and was not bought the owner; specifically to apply in excess of (c) That is the Limits of Insurance shown in insurance the Declarations of this purchased by the Coverage Part. Additional Insured c. Method Of Sharing to cover the Additional Insured's If all of the other insurance permits liability as a tenant contribution by equal shares, we will for "property follow this method also. Under this damage" to approach each insurer contributes premises rented to equal amounts until it has paid its the Additional applicable limit of insurance or none Insured or of the loss remains, whichever temporarily comes first. occupied by the If any of the other insurance does Additional Insured not permit contribution by equal with permission of shares, we will contribute by limits. the owner; or Under this method, each insurer's (d) If the loss share is based on the ratio of its arises out of the applicable limit of insurance to the maintenance or use total applicable limits of insurance of of aircraft, "autos" all insurers. or watercraft to the III. Aggregate Limit of Insurance (Per extent not subject to Project) Exclusion g. of SECTION II — a. For purposes of the coverage LIABILITY, Part A. provided by this endorsement, D. Coverages, 1. Liability and Medical Expenses Business Liability. Limits of Insurance under Section When this insurance is excess, II — Liability is amended by adding we will have no duty under the following: SECTION II — LIABILITY, Part The General Aggregate Limit under A. Coverages, 1. Business D. Liability and Medical Expenses Liability to defend the insured "suit" Limits of Insurance applies against any if any other "your insurer has a duty to defend the separately to each of projects' insured against that "suit ". If no or each location listed in the other insurer defends, we will Declarations. undertake to do so, but we will b. For purposes of the coverage be entitled to the insured's rights provided by this endorsement F. against all those other insurers. Liability And Medical Expenses When this insurance is excess Definitions under Section II - over other insurance, we will Liability is amended by adding the pay only our share of the following: amount of the loss, if any, that exceeds the sum of: a. "Your project" means: (1) The total amount that all I. Any premises, site or such other insurance would location at, on, or in which pay for the loss in the "your work" is not yet absence of this insurance; completed; and and 391.1586 02 11 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 3 of 4 ii. Does not include any location listed in the Declarations. IV. Blanket Waiver of Subrogation Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section 111 — Common Policy Conditions is amended by the addition of the following: We will waive any right of recovery we may have against any person or organization when you have agreed in a written contract, permit or agreement to waive any rights of recovery against such person or organization 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 ". 391.1586 02 11 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 4 of 4