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HomeMy WebLinkAbout911 VEHICLE 2J �3t u. AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. Return form to the Deputy Clerk of the Council (M-30). Call 647-5237 if you have any questi'dris`" ._ The agreement with c� ?// t�(! /lGC� No. - 9W O / r/ - o?u b was completed on and final payment has been made. Department: Signature: Date: City of Santa Ana Clerk of the Council Revised 06-14-07 INSURANCE ON FILE A-2007-236 WORK MAY PROCEED UNTIL INSURANCE EXPIRES . >/-OP - - - - - - - - CLERK OFCOUNCIL DATE: NOV 8 2007 AGREEMENT OQ IPMENT OR EMERGENCY VEHICLES EHIC REMOVAL &\ wau6Y\ THIS AGREEMENT, made and entered into this 5th day of November, 2007 by and between 911 Vehicle, a California corporation (hereinafter "Contractor"), 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 contractor having special skill and knowledge in the installation and service of emergency lighting and communications equipment for emergency vehicles. B. Contractor has previously installed electronic and communications equipment in City owned emergency vehicles and represents that it is able and willing to continue to provide such services to City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional in the field of mobile communications installation. 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: 1. SCOPE OF SERVICES Contractor shall provide installation and removal of emergency lighting and communications equipment as set forth in Exhibit A to this Agreement. Said installation and/or removal shall be provided on an as -needed basis, pursuant to a written quote, accepted by the Fire Chief or his designated representative. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in each accepted quote. The total sum to be expended under this Agreement shall not exceed $35,000.00 during the term of 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. 3. TERM This Agreement shall commence on the date first written above and terminate on expenditure of allocated funds, unless earlier terminated in accordance with section 12, below. Those installations provided since May 15, 2007 shall be included within the Scope of Work of this Agreement. 4. INDEPENDENT CONTRACTOR Contractor 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 Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor 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. 5. 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 the total 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. Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor 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, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. 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. 6. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability 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 from the direct or indirect operations of the Contractor 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. 7. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor 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 Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Contractor 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. 9. 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: Fire Chief and City of Santa Ana 1439 S. Broadway Santa Ana, California 92707 telefacsimile (714) 647-5779 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 Contractor: 911 Vehicle 2130 E. Winston Road Anaheim, California 92806 telefacsimile (714) 808-0916 A party may change its address by giving notice in writing to the other party. 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. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In 4 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor 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 party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor 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 Contractors retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, however, as a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. 13. DISCRIMINATION Contractor 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. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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. . t IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: �" XX4� U44,Ae PATRICIA F1 fIEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney B y: Lp ara Sheedy Assistant City Attorney CITY OF SANTA ANA t AVID N. REA City Manager 911 VEHICLE DAN WALTER President EXHIBIT A SCOPE OF SERVICES Contractor shall provide installation and removal of • Existing radio, intercom, MDC, computer keyboards, parts, siren and light controls • Power and ground cables • Data cables, battery isolators and distribution load managers • Mounting brackets, antennas and all electronic equipment • Any and all modifications to existing radio, computer and software upgrades The services set forth in Quote #53107-02, Quote #672007 and Invoice #5524, attached hereto as Attachments 1, 2 & 3, respectively, are included within this Scope of Services. Compensation shall be set forth in each accepted Quote, 9 2130 E. Winston Road Anaheim, CA 92306 P. 71 B-0911 F: 714-806-0916 .*]11vehicle" Y— Flo Souft* Pmvi e r for Emenrafty vti lode QUOTE * 3107-02 To. Andy tfernandez Prom-. Din Walters C* y. Santa Ana Fire Dates Hay 312007' Fax # Phoneof Regarding- 2007 'Santa Ana Fire Eggine MDC installation 1 Number of Pages sent including cover sheet EXTENSION Breakdown with labor. TOTAL t Installation 1 MW-8W Screen and Keyboard Installation(CS) 170.00 1 MW.ggg Screen and Keyboard Mounting Brackets $ 310.00 1 MW-800 CPU and Data tables Installation (CS) # 340.00 3 Mobile Mark Tri-Barad Antenna Wr MDC 220.00 1 Isolated Battery for Computer and Communications 360,00 1 Battery Isolator to Separate Battery during Start 305.00 1 Power and Ground tables for Additional Battery > 255.00 1 Battery Charger for Isolated Battery $ 610.00 SUBTOTALS 12,570.00 SANS TAX $106.95 CS)= customer supplied TOTAL 2,676.95 PRI+C FS ARE PER VEHICLE ALL ES ARE GOOD FOR 3O DAYS ATTACHMENT 1 2130 E. Winston Road Anaheim, CA 92906 P 714-8 -0911 F:7i4- 16 www.911vehide.com QUOTE '. 672007 Andy Hernandez: Company. Santa Ana Mre 3une 2007 Fox Mov" _ 2007 Santa Ana Fire Engine Number of Pages sent Including cover Egulpfnent Removal .Existi:ng! i • SALES TAX ATTACHMENT2 ve h1cLe] LizLif OF four vigle source provider ' ;or ernergencyvehicle sofuWx, 2130 EAST WINSTON ROAD ANAHEIM, CALIFORNIA 92806 FED TAX ID#: 33-0852305 BILL TO CITY OF SANTA ANA PURCHASINGM-1i 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 SHIP TO FIRE DEPARTMENT M-80 STATION #5 120 WEST WALNUT SANTA ANA, CA 92701 DATE !NVOICE NUM..' 8/15/2007 5524 WO/SO NUMBER PO NUMBER DUE DATE TERMS SHIP VIA S08157 Haz-Mat 9/14/2007 Net 30 CUST. PIC... QTY: ITEM CODE. DESCRIPTION-, UNIT PRICE: AMOUNT: 1 911 PARTS ... A/C POWER PLUG STRIP, AND USB EXTENSION CABLES 150,00 150.00T 8 LABOR -INS ... LABOR RE -INSTALLATION OF AUDIO/VIDEO 85.00 680.00 EQUIPMENT, INSTALLATION OF SATTELITE INTERNET CONTROLLER, AND INSTALLATION OF SAFD SUPPLIED LINKSYS HUB SANTA ANA FIRE HAZ-MAT SALES TAX (7.75%) $11.63 "ALL INVOICES PAST AGREED TERMS WILL INCUR A $35,00 $841.63 LATE FEE CHARGE PER EVERY 3l S4** bn TOTAL orie --,* ��Fax �4 &'mad Payments/ Credits $0.00 714-808-0911 714-808-0916 Jeanie g9llv*%-Jexam Nv Balance Due $841.63 1 RE Y'D BY DATE: ATTACHMENT3 M EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company Alld Cc This endorsement modifies such insurance as is afforded by the provisions of Policy # 2025-3 W.S-6 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 y, L ' , this endorsement form as a part of Policy # '%T'OoZ53 �SCd Issued to #A <•, - 4. /a,,2 j (,J Named Insured Countersigned by� Authorized Represen NGE e2/02 2 at 2 M&& ----------- . . . . . .. . .... . .... .............. 4W VW47: 06121/oft q a �...... 18 :\ 911VEHICLE «d\<¥jZift. » !«-2 . . a< <©f• 2, :=e,,. l m,9?°= _ �w> a£f 11± 1 / 22-.11 7 ' m ' 11 e illili � A. 'thO L130ift or your total policy pmafiutn>is an advance prem o and rnaY be subJQa to 20JUStment'. Pft 81(A"41) a, .. .... .. ƒ9V,, \7 . 1. 714 \ . . . \.^2 . M=A I&- tck{-m4 <2w4<<ON I 5a ! < n,480M1,6 - -_ a doe am 7009634M Ali LLE Pe w ca % 3 A... €otloai ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) PRODUCER (562)439-9731 FAX (S62)439-4453 Hamman-Miller-Beauchamp-Deeble, Inc. 3633 East Broadway P. 0. Box 1520 08/11/2008 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Long Beach, CA 90801-1520 INSURERS AFFORDING COVERAGE NAIC # INSURED 911 Vehicle, Inc. INSURER A: Hartford Insurance Company 2130 E. Winston Rd. Anaheim, CA 92806 — aU� '3b INSURERS: INSURER C: INSURER D: INSURER E: 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD`L r TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE 06/21/2008 POLICY EXPIRATION 06/21/2009 LIMITS A X GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY FP CLAIMS MADE X OCCUR 72UUNSV7636 EACH OCCURRENCE $ 1,000,0001 DAMAGE TO RENTED c $ 300,000 MED EXP (Any one person) $ 10,00 PERSONAL & ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEML AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG $ 1, OOO, OO AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS 72UUNSV7636 06/21/2008 06/21/2009 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,00 A X SCHEDULED AUTOS HIRED AUTOS BODILY INJURY (Per person) $ X NON-OWNEDAUTOS INJURY (Pera= (Par ident) $ X non -owned includes PROPERTY DAMAGE (Per accideM) $ customers vehicles GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG S $ EXCESS/UMBRELLA LIABILITY OCCUR CLAIMS MADE ( - EACH OCCURRENCE S AGGREGATE S $ DEDUCTIBLE RETENTION $ S $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WC STATU- OTH- E.L. EACH ACCIDENT S ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYE $ A If yes describe under SPECIAL PROVISIONS below iness Property L(Incl.Phy Dmg of 72UUNSV7636 06/21/2008 06/21/2009 E.L. DISEASE - POLICY LIMIT $ $2,32S,000 tomers autos DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS %dditional Insured applies when required by a written contract, applicable to the City of Santa Ana, is officers, employees, agents, and representatives. lanket Additional Insured coverage with Primary & Noncontributory wording is automatic when required y a written contract (Part of policy form - HG 00 01 06 05) ancellation notice si 10 days in the event of non-payment of premium. /�C�TI CIf.ATr 11�• e.e.w City of Santa Ana Attn: Purchasing Dept. 20 Civic Center Plaza Santa Ana, CA 92701-4010 AP r%=r% 9e Hell una. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES SE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL *)=% ift MAIL 30* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, �(Nd6D�iXIIU(i�d�EYI(�(liilJfdWiI616J�51(X1(lfllCd(�l(XX AUTHOR2XD REPRESENTATIVE ' ------- r CACORD CORPORATION 1988 911 Vehicles, Inc.- Policy #72UUNSV7636 have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named Insured does not apply to injury or damage with respect to which an insured under this Coverage Part Is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named insured if there is no other similar insurance available to that organization. However. a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind. is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to cant' persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out 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. However, 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 of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendons Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; Page 10 of 18 HG 00 0106 05 911 Vehicles, Inc. - Policy #72UUNSV7636 that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance Is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Promises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner, (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner, (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; (5) Property Damage to Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion J. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or Page 14 of 18 (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other Insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement 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. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non-contributory with the additional insured's own Insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this Insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other Insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. HG 00 0106 05