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HomeMy WebLinkAboutLIEBERT, CASSIDY & WHITMORE 12 -201717 2E1t1 N-2017-008 ®:C1� ,_/J� AGREEMENTFOR SPECIAL SERVICES GOThhiiss �eAxgreement is entered into between the City of Santa Ana, A Municipal Corporation, hereinafter referred to as "Agency," and the law firm of LIEBERT CASSIDY WHITMORE, A Professional Corporation, hereinafter referred to as "Attorney," WHEREAS Agency has the need to secure expert training and consulting services to assist Agency in its workforce management and employee relations; and WHEREAS Agency has determined that no less than forty-eight (48) public agencies in the Orange County area have the same need and have agreed to enter into identical agreements with Attorney; and WHEREAS Attorney is specially experienced and qualified to perform the special services desired by the Agency and is willing to perform such services; NOW,, THEREFORE, Agency and Attorney agree as follows: Attorney's Services: During the year beginning January 1, 2017, Attorney will provide the following services to Agency (and the other aforesaid public agencies): 1. Six (6) days of group training workshops covering such employment relations subjects as management rights and obligations, negotiation strategies, employment discrimination and affirmative action, employment elations from the perspective of elected officials, performance evaluation (administering evaluations), r grievance and discipline administration for supervisors and managers, planning for and responding to concerted job actions, current court, administrative and legislative developments in personnel administration and employment relations, etc., with the specific subjects covered and lengths of individual workshop sem, t presentations to be determined by Agency and the other said local agencies. �C>24- 2: It is expressly understood that the material used during these presentations, including written handouts and CJ z projected power points are provided solely for the contracted workshops. This agreement warrants there will .a �.. ,Y�e no future use of Liebert Cassidy Whitmore material in other trainirtgs or formats without the expressed 4ritten permission of Liebert Cassidy Whitmore. Any such use will constitute a violation of this agreement and copyright provisions. 2. Availability of Attorney for Agency to consult by telephone, Consortium calls cover questions that the attorney can answer quickly with little research. They do not include the review of documents, in depth research, written responses (like an opinion letter) or advice on on-going legal matters. The caller will be informed if the question exceeds the scope of consortium calls. Should the caller request, the attorney can assist on items that fall outside the service, but these matters will be billed at the attorney's hourly rate. (See additional services section.) Providing of a monthly newsletter covering employment relations developments. Annual Access to Premium Liebert Library Services. Fee: Attorney will provide these special services to Agency for a fee of Three Thousand Two Hundred Forty -Five Dollars ($4,140.50) payable in one payment prior to February 1, 2017. The fee, if paid after February 1, 2017 will be $4,240.50. Said fee will cover Attorney's time in providing said training and consultative services and the development and printing of written materials provided to attendees at the training programs. Additional Services: Attorney shall, as and when requested by Agency, make itself available to Agency to provide representational, litigation, and other employment relations services. The Agency will be billed for the actual time such representation services are rendered, including reasonable travel time, plus any necessary costs and expenses authorized by the Agency. The range of hourly rates for Attorney time is from Two Hundred to Three Hundred Fifty Dollars ($200.00 - $350.00) per hour for attorney staff, One Hundred Ninety -Five Dollars ($195.00) per hour for Labor Relations/HR Consultant and from Seventy -Five to One Hundred Sixty Dollars ($75.00 - $160.00) per hour for services provided by paraprofessional and litigation support staff. Attorneys, paraprofessional and litigation support staff bill their time in minimum units of one-tenth of an hour. Attorney reviews its hourly rates on an annual basis and if appropriate, adjusts them effective July 1. Independent Contractor: It is understood and agreed that Attorney is and shall remain an independent contractor under this Agreement, Professional Liability Insurance Attorney shall maintain professional liability insurance throughout the duration of the contract. Term: The term of this Agreement is twelve (12) months commencing January 1, 2017. The tern may be extended for additional periods of time by the written consent of the parties. Condition Precedent: It is understood and forty-eight (48) local agency January 1, 2017. Dated: 2 Z b Dated agreed that the parties' aforesaid rights and obligations are contingent on no less than employers entering into a substantially identical Agreement with Attorney on or about LIEBER ASSIDY WHITMOI?E A Profes i nil Corporation CITY OF SANTA ANA A Municipal Corporation See attached signature page ATTEST: MARIA HITIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney 1 By:,` Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: ED RAYA Executive Director of Personnel Services CITY OF SANTA ANA GERARDO MOUE* Acting City Manager OP ID: YC Ai6 v1 CERTIFICATE OF LIABILITY INSURANCE yYyj DATE (16/20Y6 TYPE OF INSURANCEI= 1zw 5no1 s 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 cortificate holder Is an ADDITIONAL INSURED, the policy(les) 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 confor rights to the certificate holder in lieu of such endorsement(s). PRODUCER Narver insurance 041 W. Las Tunas Drive CD TACT NAM: JuneSamarin PHONN E t 626.943.2237 aC Hal: 686.299.1010 PO Box 1609 San Gabriel CA 91778.1509 WESLEY HAMPTON HOUSEcR0 EMAIL ADoREsa; lsamarin(rDnarver com Oce o • LIEBE-1 INSURERS AFFORDING COVERAGE NAIO0 INSURER A: Sentinel Insurance Company 11000 INSURED Llebert Cassidy Whitmore 6033 W. Century Blvd. Los Angeles, CA 90045 INSURER R: Federal insurance 20281 INSURERG:As en Specialty Insurance 10717 9993IINSURERD:Colony Insurance Company i'9-99-3-- F-ACH OCCURRENCE $ 2,000,00 NSURER E: INSURER INSU ERP: THIS 19 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. ILSR TYPE OF INSURANCEI= ADD[ SUFS MY2 POLICY NUMBER ANDFY pp ICyy MIDDIYYYY LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F OCCUR X 728BAAK0318 12/14/2016 12/14/2017 F-ACH OCCURRENCE $ 2,000,00 D Y IBES o c e ce $ 1,000,000 MED EXP (Any one arson $ 10,000 PERSONAL$ ADV INJURY GENERALAGGREGATE GEN'L AGGREGATE POLICY LIMIT APPLIES PER: PROLOC PRODUCTS-COMP/OP AGOX puTOMOBILE LIABILITY ANY AUTO XCOMBINED M$4,000,00 SINGLE LIMIT (ED mddent)ALLOWNED INJURY(Per person) AUTOSBODILY BODI LY INJURY(Per waldenl)SCHEpULEDAUTOS (ERACCDPROPERTY DNT) A XHIREDAUTOS 725EAAK0318 12114/2016 1211412017 A X NON OWNED AUTOS 728SAAK0318 12/14/2016 12/14/2017 $ $ A B C D X UMBRELLA UAB EXCESS UAB X OCCUR CLAIMS -MADE N/A I 72SBAAK0318 7176.06.96 LRA9AF816 XPL409238 12!14/2016 04/01/2016 12110/2016 12114/2017 04/01/2017 12/10/2017 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 DEDUCTIBLE X RETENTION $ 10,000 WORKERS COMPENSATION ANO EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICER/MCMDER EXCLUDED? I andatoryln NH) (E-yee, deeeflbe un DSCRIPTION OPERATIONS PERATIONS boloW Professlonal Liab. Professional Llab, $ $ WCSi'AT - OTH- X _ E E. L, EACH ACCIDENT $ 1,000,000 E, L. DISEASE - EA EMPLOYEE $ 1,000,000 F.L. DISEASE. POLICY LIMIT $ 1,000,000 Per Claim 6,000,000 Aggregate 5,000,000 1o1,al InalRred Schedule, If more space Is required) DESCRIPTION OFOPERATION olde 1LOcpTIna IVENIas IAnaA Additional Certificate Holder is named as an Additional insured in xegaxda to attached a General Liability Form S9 00 08 09 05, Per written contract or agreement. CERTIFICATE HOLDER r:ANIr CI I ATInKI CITYSAA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza ACCORDANCE WITH THE POLICY PROVISIONS, P.O. Box 1988 �. AUTHORIZED REPRESENTATIVE Santa Ana, CA 92702 (01988.2009 ACORD CORPORATION. All rights reserved. ACORD 26 (2009109) The ACORD name and logo are registered marks of ACORD Wroved G,IS i\o Forw%_.,, WCUr1 tum 1/ 11) 7 OP ID: YC 14C:" M DATE (MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 11/2812017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must 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. June Samarin Narver Insurance 641 W. Las Tunas Drive PHO (ALPNE_N0 Ext): 626-943-2237 . .... ........ .... . ... 16-299-1010 PO Box 1509 E-MAIL isamarin@ narver.com San Gabriel, CA 91 77 8-1 50 9 WESLEY HAMPTON HOUSE .,�Dqgss PRODUCER CUSTOMER ID #: LIEGE -1 INSURERS) AFFORDING COVERAGE NAIL 4 INSURED Liebert Cassidy Whitmore INSURER A :Sentinel lnsuranceq�pan11000 12/14/2018 6033 W. Century Blvd. INSURERS: Federal Insurance 20281 Los Angeles, CA 90046 INSURER C: Aspen Specialty Insurance 10717 INSURER D: Peleus Insurance Company -PREMISES MED EXP (Any one persor) _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 PE OF INSURANCE ADDLnn - POLICY .. .. .. . N .. UMBER POLICY EFF POLICY EXP LIMITS TY INSR wvn(MMIDDfYYYY) (MMIDDfYYYY) .LTR GENERAL LLABIL17Y EACH OCCURRENCE 2,000,000 A X COMMERCIAL GENERAL LIABILITY X 72SBAAK0318 1211412017 12/14/2018 DAMAGE TO RENTE03 tEa1,000,00 CLAIMS -MADE OCCUR -PREMISES MED EXP (Any one persor) . . .. .. ........ ...... .5 10,000 PERSONAL & ADV INJURY S 2,000,000 GENERAL AGGREGATE 4,000,000 -- ---- PRODUCTS - COMPIOP AGO $ 4,000,00 GIN'L AGGREGATE LIMIT APPLIES PER X0 L� POLICY PRO OC OC AUTOMOBILE LIABILITY COMBINED SINGLE S 2,000,000 (Ea accident) ANY AUTO BODILY INJURY (Per person) S ALL OWNED ALTOS 60DILY INJURY [Per acdcant) $ SCHEDULED AUTOS PROPERTY DAMAGE A X HIRED AUTOS 72SBAAK0318 12114/2017 12/14/2018 (PER ACCIDENT) A X NON-OWNFD AuTos 72SBAAK0318 12114/2017 12114=18 X UMBRELLA LIAR X OCCUR I EACH OCCURRENCE_ 1___ 2,000,000 AGGREGATE $ 2,000,000 A EXCESS LIAR CLAIMS-10ADE ... . . ....... - 72SBAAK0318 1211412017 12114/2018 .. ........ — DEDUCTIBLE X RETENTION S 10,000 WORKERS COMPENSATION PC STATU- OER X �Q AND EMPLOYERS' LIABILITY YIN _ Y MT rs B ANY PROPRIFTOR)PARTNrR�EXECUTIVE lin 14101121111 0410112011 E.L. EACH ACCIDENT 1,000,000 OFFICERWEMBER EXCLUDED? (MandataryNHI N I A �7175"15-95 E.L. DISEASE - EA EMPLOYEErS 1,000,000 If yes, descnbe under DESCRIPTION OF OPERATION'S below E.L. DISEASE - POLICY LIMIT 0-0 C C [ Professional Liab. 1211012�017 12110M18 Per Claim 6,000,000 D Professional essional Liab. �LRA9AF817 XPL409238 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS i VEHICLES (Attach ACORD 1111, Additional Remarks Schedule, if more space is required) 11111-IROVEDASTO FORM Certificate Holder is named as an Additional Insured in ret to attached General Liability Form SS OO 08 04 05, per written contrac or agreement. City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 ACORD 25 (2009/09) CITYSAA cri t-1. I%UNNIIII SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Q 1988-2009 ACORD CORPORATION. All rights reserved, The ACORD name and logo are registered marks of ACORD (b) Rented to, inthe care, custody or oonbn| of, orover which physical uomhn| is being exercised for any purpose by you, any of your ''mmp|oyeea''. "volunteer wurkem^, any partner or member (if you are a partnership or joint vamtuva), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee'or ,'volunteer worker"), or any organization while acting oayour real estate manager. o. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die. but only: (1) With respect to liability arising out of the maintenance oruse nfthat property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance, e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own m financial ini*n*ot of more than 60% of the voting stock on the effective date ofthis Coverage Part. The insurance afforded herein for any subsidiary not mhovvm in the Declarations as a named insured does not apply to injury or damage with respect to xvMioh an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its |�mUaofinsurance. 3. Newly Acquired <JrFormed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability oompmny, and over which you maintain fimandm| m1erestofmore than 50Y6 of the voting sL#ok, will qualify as m Named Insured if there is no other similar insurance available to that organization. However: Policy Numbez:72SBAAK0318 b. Coverage under this provision does not apply to: (Y) "Bodily in@uryr or "property damage" that occurred; or (2) "Personal and advertising injuryr arising out ufanoffense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile eqdpment" registered in your name under any motor vehicle registration law, any person ioan insured while driving such equipment along o public highway with your permission. Any other person or organization responsible for the conduct of such person is also an inaumed, but only with respect to liability arising out ofthe operation ofthe equipment, and only ifnoother insurance ofany kind isavailable to that person or organization for this Uabi|Yty. However, noperson ororganization isaninsured with! respect to: m. "Bodily injury" to m no -'`employee" of the person driving the equipment; or b. "Property damage" hzproperty owned by, rented to, in the charge of or occupied by you or the employer of any Person who is aninsured under this provision, 5. Operator ofNmmowmed Watercraft With respect to watercraft you donot own that isless than 51 feet long and ianot being used tocarry persons for acharge, any person ivan insured while operating such watercraft with your permission. Any other person o, organization responsible for the conduct of such person is also an imaurod, but only with respect to liability arising mut of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. Howevwr, no person or organization is an insured with respect to: a. "Bodily injury~ to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge uforoccupied by you or the employer ofany person who is an insured under this provision, S. Additional Insureds When Required By Written Contract' Written Agreement Or Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs m. through f. below are md6tionm| or form the organization or the end f/t �heinsureds when you ht��~u� � o writtenp��ypa�d.vh�hmmriaemd�y01� � _� FORM /^ ,\/ yoll �mno-1 Form SS00D8U405 — ara A. Rossini ` Jm(an( City Attorn()-J 01 SV (13A01.lJdV Policy Nomber:723BAAK03I8 MEN 101 M -M W FIM 14 11 W111150181714 contract, written agreement or because of m (e) Any failure to make such permit issued by a state or political inopectinme, odjustmenks, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally po|icy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of bmmineso, in connection agreement, orthe issuance ofthe permit. with the distribution orsale ofthe A person or organization is an additional products-, insured under this provision only for that (f) Demonstration, ina1aUodon, period of time required by the omntnect, servicing or repair operations, agreement orpermit. except such operations performed Hmmever, no such person or organization is an at the vendor's premises in connection with the sale of the additional insured under this provision if such product; or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by um and made a part of this Coverage pm¢ or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific oomtminmr.part oringredient ofany additional insured coverage grants in Section other thing or substance byorfor F.—Optional Additional Insured Coverages. the vendor; or m. Vendors (h) "Bodily injury^ or "property Any pemun(o)orongan�miom(o)(n�enedk` damage"' arising out of the sole negligence of the vendor for its below as vendor), but only with respectto own ontn or omissions orthonmof "bodily injury" or "property damage" arising its employees or anyone �|ym out of "your products" which are distributed antin�on its behalf. However, this or sold in the regular ooumev[the vendor's exu|uaion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (|) The exceptions contained in ".property damage" included within the Subparagraphs (d)or(f);nr ."products-completedopwrabnnnhmzmrd" (i|) Such inspections, adjustments, (1) The insurance afforded tothe vendor tests or servicing as the vendor is subject to the following additional has agreed homake ornormally exclusions: � und�akeutomake inthe usual This insurance does not apply to: oomnae of business, in connection with the distribution (a) "Bodily injury" or "property orsale mfthe products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay dmrnugea by insured parmcm or organization from reason of the assumption of whom you have acquired such products, liability in s contract oragreement. or any ingredient, part or oontainer. This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence ofthe contract oragreement; b. Lessors OfEquipment (b) Any express vvmrronty (1) Any person or organization from unauthorized byyou; whom you lease equipment; but only with respect to their liability for "bodily (c) Any physical or chemical change injury". .property dmmwQ:^ or in the product made intentionally .,poraonmK and advertising injury' bythe vendoc ' oauued, in whole or in pmrt, by your (d) Repaoka0ing, except when maimtonunom, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, denmnatration, baaUmg, person nrorganization. or dhe substitution of parts under instructions from the manufacturer, and then repackaged in the Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any .'occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional' insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises-, or (b) I n the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications-, or (b) Supervisory, inspection, architectural or engineering activities, Form SS 00 08 04 05 Policy Number: 72SBAAK0318 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products - completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under' aragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured;, and (H) This Coverage Part provides coverage for "bodily injury" or ""property damage" included within the ""products - completed operations hazard", (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or .,personal and advertising injury" arising out of the rendering of, or "he failure to render, any professional architectural, engineering or surveying services, including: BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications-, or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1, The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought-, or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and .,property damage" included in the ".products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations, b. Damages because of all' other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same cr connecting lots, or promises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. Policy Number:72SBAAK0318 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", ".property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Lin-ift shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b, above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "'property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether Such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That imother insurance available to you covering liability for damages arising out of the premises or operations, orproducts and completed mpvnaWpn», for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance mvailabletoam additional insured. However, the following prov�siono apply to other insurance available to any person ororganization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required ByContract This insurance is primary if you have agreed inawritten contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. lPdmmry And Non -Contributory To Other Insurance When Required By Contract If you have agreed in m written oontruo(, written agreement or pvrmft that this insurance in primary and non-contributory with the additional innurnd'e own inyurmmne, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)donot apply 10 other insurance towhich the additional insured has been added as an additional insured. When this insurance is exoeam, we will have no duty under this Coverage Part to defend the insured against any `muit~ifany other insurer has m duty to defend the insured against that "suit". If no other �n' we �undeke to doinsurer de mo, but mewill be entitled to the inauned'a rights against all those other insurers. Form SS 00 08 04 05 Policy Number: 72SBAAKO318 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other inmuranou, we will pay only our share of the amount of the |ooa, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the |onm in the absence ofthis insurance; and (3) The total of all deductible and self— immured amounts under all that other insurance. VVewill share the remaining loss, ifany, with any other insurance that io not described in this Excess |mnmmnce provision and was not bought specifically to apply in exuoeu of the Limits of Insurance shown in the Declarations nfthis Coverage Part, c. Method Of Sharing If all the other insurance permits contribution by equal shares, wuwill follow this method also. Under this appromoh, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. |fany ofthe other insurance does not permit contribution by equal mhumm, we will contribute bylimits. Under this method, each insurer's share iobased onthe ratio o{its applicable limit of insurance to the total applicable limits nfinsurance ofall insurers. 8. Transfer Of Rights Of Recovery Against Others TmUs m Transfer OfRights OfRecovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, mmhave made under this Coverage Port, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring °muit" or transfer those rights to us and help us enforce them. This condition does not apply k/Medical Expenses Coverage. r—b. --VVaivar Of Rights Of Recovery (VVmiwon Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Paymenis, we have made under this Coverage Part, vve also waive that right, provided the insured waived their rights of recovery against such person or organization in m oontraot, agreement or permit that was executed prior tothe injury ordamage.