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HomeMy WebLinkAboutARELLANO ASSOCIATES -2012 T 0.�,* City of Santa la Clerk of the Council AGREEMENT TERMINATION FORM COTC Office Use Only 7 - i _.__. ' 3 Please complete this form when the attached agreement and all �. V f i amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M-30). Call 647-6520 if you have any questions. 9,The agreement with t /4/7 0 A.S.5 'lr, -e_s No. N-2012-011 was completed on 7 P and final payment has been made. (List all amendments. Use space below if needed.) _,- Department: P60/I --A84"1/11 Phone/Ext.: ,, S-6 oAinkSignature: Date: ME ,,, Revised 08-23-10 1N?1JR/1NCE NOT ON FILE WaRK MAY NOT PROCEED CLERK OF COUNq! N-2012-011 DATE: FEB 2 1 2012 AGREEMENT FOR PROVISION OF ?' 1??'ti'A C2? PUBLIC OUTREACH SUPPORT SERVICES ?9U`? C 1'7 Kc-Yl1'??/ ?'{?"?Glfi? i1 THIS AGREEMENT, made and entered into this 19`h day of January, 2012 by and between $????.l?rcllano Associates, a California limited liability company (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 public outreach for public infrastructure and planning projects. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In 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 fine 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 public outreach in relation to the environmental CEQA and NEPA environmental clearance process for the Warner Avenue widening project, as set forth in Exhibit A, attached hereto and incorporated by this reference. 2. REPRESENTATIVES For purposes of implementing this Agrecmcnt, the representative of City shall be the Executive director of the Public Works Agency, or his designated representative, and the representative of the Consultant shall be Genoveva Arcllano. Except as may be otherwise stated herein, such representatives shall have the authority to act on behalf of their respective parties in carrying out the terms of this Agreement. 3. DELIVERY OF WORK PRODUCT -OWNERSHIP Consultant warrants and represents that it has the absolute right to enter into and perform this Agrecmcnt and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Consultant's contribution to the Project, including works to be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party. Consultant shall deliver to City any 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 information systems, as agreed between the Project Manager and Consultant. 4. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed $25,000.00 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. 5. TERM This Agreement shall commence on the date first written above and terminate on expenditure of allocated funds, unless terminated earlier in accordance with Section 14. below. 6. 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 manner 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. 7. 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 which 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. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 combined single limit. 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. 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 Agrecmcnt. (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. e. 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. S_ 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 death, and claims for property damage, which may arise from the negligence, recklessness or willful misconduct 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 Agrecmcnt; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the negligence, recklessness or willful misconduct of Consultant arising from 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 the terms of, or effects arising from this Agrccment. City may make all reasonable decisions with respect to its representation in any legal proceeding. 9_ 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 Agrccment, 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 Agrccment. 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_ 10. 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. 11. 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 facsimile or other telegraphic communication in the manner provided in this Scetion, 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 92702-1 98 8 facsimile (714) 647-6956 With courtesy copies to: Executive Director of the Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-36) P.O. Box 1988 Santa Ana, California 92702 facsimile (714) 647-5635 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 facsimile (714) 647-6515 To Consultant: Arcllano Associates Genovcva L. Arcllano 13791 Roswell Avenue, Suite A Chino, California 9 ] 71 O Facsimile (909) 628-5804 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. [f sent by facsimile, 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 4 forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 72. 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 purchase order or other instrument that arc 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 party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this Agrecmcnt 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 Agrecmcnt shall be construed to limit the City's ability to have any of the services which arc the subject to this Agrecmcnt performed by City personnel or by other consultants retained by City. l4. 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 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 Consultant consents to the City's use thereof for such purposes as the City deems appropriate. However, any use of unfinished work product shall be at City's sole risk. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agrecmcnt. 15_ 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. 16. JURISDICTION -VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be govcmment and construed in accordance with the laws of the State of California. 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 Agrccment 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 Agrccment_ 17. 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 her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agrccment. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbclow has the power, authority and right to bind their respective parties to each of the terms of this Agrecmcnt, 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. Captions and headings in this Agrecmcnt, including the title of this Agrecmcnt, are for convenience only and are not to be considered in construing this Agrccment. c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agrecmcnt. /// /// // /// /// // /// 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first about written. ATTEST: MARIA D. HUIZA? Clerk of the Council APPROVED AS TO FORM: JOSEPH STRAK_A Interim City Attorney ? La raQ Shcedy n Assistant City Attorney RECOMMENE 1 R APPROVAL RAUL GODINEZ, II Executive Director Public Works Agency CITY OF SANTA ANA PAUL M. WALTERS Interim City Manager AR LANO ASSOCIATES I/ GEN VEVA L. A E ANO Principal Warner Avenue Widening City of Santa Ana Proposed Public Outreach Support Presented to the City of Santa Ana Warner Avenue Widening Project CEQA/NEPA Environmental Clearance Documentation City of Santa Ana Proposed Public Outreach Support Arellano Associates Proposed Outreach Services Arellano Associates (AA) has developed a specialized expertise in public outreach programs for a variety of public infrastructure programs and planning projects throughout Southern California. AA is pleased to propose the following outreach services to support the CEQA and NEPA environmental clearance documentation process for the Warner Avenue widening project between Main Street and Grand Avenue in the Delhi Community of Santa Ana. The project proposes to widen Warner Avenue from four lanes to six lanes to match lanes west of Main Street and east of Grand Avenue to improve traffic flow and route continuity. AA will work closely with the City of Santa Ana to provide information about the proposed project to local stakeholders and to obtain feedback about potential impacts to the surrounding community before the official environmental process begins. Proposed outreach activities include: 1 . Assistance with development of a database of key interested parties; 2. Planning, full coordination, and documentation of two neighborhood meetings; 3. Provide assistance with the preparation of collateral material to support the public outreach and neighborhood meetings; 4. Support for placement of material on agency website; and 5. Team coordination through periodic meetings and attendance at Project Development Team meetings AA will work at the direction of the City of Santa Ana and will provide support for timely delivery of the environmental documentation process. Scope of Work Task 1: Database Development AA will use the City's existing database records for this area and supplement it to include resource agencies, elected officials, businesses, property owners and tenants within a 500-foot radius of the project area. It is recommended that the database be developed using Microsoft Access. AA will update the database at periodic intervals, including after project milestones, such as public meetings. Task 2: Introductory/Fact-Finding Neighborhood Meeting AA will plan and coordinate an introductory/fact-finding meeting to provide an overview of the project and to gather input from stakeholders on any concerns related to the project. Support activities will include assistance Arellano Associates October 70, 20l ? Page ? 1..,.. ? h :., _..., . Warner Avenue Widening Cify of Santa Ana Proposed Pub/ic Outreach Supporf Presented fo the City of Santa Ana with meeting notification, meeting set-up and staffing, meeting interpretation, refreshments, photography and meeting summary report. The City will provide proper staffing at the meeting and ensure the appropriate specialists are on hand to directly answer resident questions and concerns Task 3: Collateral Material AA will assist the City to develop collateral material to be used at the neighborhood meetings. Materials will include meeting notices, comment cards, sign-in sheets and directional signage -- all in English and Spanish. AA also will also assist with the preparation of a one-page bilingual project fact sheet. The City will be responsible for all direct cost related to the notification of all meetings including printing and postage costs. Task 4: Pre-Scooing Meeting AA will plan and coordinate a pre-scoping meeting to provide feedback on the comments and concerns voiced during the first neighborhood meeting. In addition, the City will ensure the residents and affected parties are informed about what to expect during the official environmental process. Support activities will be the same as those listed in Task 2, above. Task 5: Team Coordination AA will attend periodic Project Development Team meetings, particularly at the beginning of the project and immediately before and after the neighborhood meetings. Attendance at these meetings will be at the direction of the City. !-l7-l2 myf Are//ano Associates December !3, 20!! Page m v ? ? ? v ? ? to O o 0 0 0 0 0 0 0 0 0 o 0 e O u N _. O ? lr V LL's N O N N VJ CO l['J N ("J _ _ ?? r N N ? N ? J U • ?_ ¢ V ? r O ? EA EA (i> Ef> ?/+ p EA VT EA (1> tH Ef> N N y ? -- - --- -- -' -- -- --- CA ? N O ? t?"J V Q ?C x° N ?? m ?D cD c0 O? (Q C ? o `?' 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O D ? a U a N LL w a H c c ? ? to Q ? U a ? ° ? N c"J ?IJ d o ro z r m d F.?_? ACORO CERTIFICATE OF LIABILITY INSURANCE DATE (MRVDD/`nn'Y) 5/23/20'12 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 conditlona of the policy, certain policies may require an endorsement A statement on this certificate does not confer rig his to the certificate holder in lieu of such sndorsemen s . PRODUCER NAME: Wood Gutmann 8 Bogart Lic #0679263 ? ` 1 J 2 PHONE FAX - c ? ' _ ' r 9 ? -MAIL 1590'1 Red Hill Ave., Suite '100 'V ? Imo. DRES Tustin CA 927$0 _ _ INSURER(S) AFFORDING COVERAGE NAIC Y _ INSURER A INSURED ARELL-1 INS URERB:HartfOfd ACCldent and Arellano Associates INSURERC:PhlladelDhla Indemnity Ins Co Genoveva Arellano __ 13791 Roswell Av S it A/B INSURER D -- e u e - Chino CA 91710 INSURER E ___ .. __ INSURER F _ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTq TYPE OF INSURANCE POLICY EFF POLICY EXP -_- -_- -- -_-- - __-- 1 WVD POLICY NUMBER / / LIMITS A GENERAL LIABILnY PAS037514693 28/2012 /26/20'13 EACH OCCURRENCE 52,000.000 X COMMERCIAL GENERAL LIABILITY PREMISES Ee occtsianrs 52,000,000 CLAIMS MADE ? OCCUR - MED EXP An one person) E10,000 PERSONALBADV INJURY 52000 000 , _ GENERAL AGGREGATE E4 000 000 _ , _ GE N'L AGGREGATE LIMIT APPVES PER' PRODUCTS -COMP/OP AGG _..._ _ E4,000?00 POLICY PRO- '' LOC E _? _. A AUT OMOBILE LIABILITY PA5037514693 /28/2012 /26/20'13 Ee ear tlant 1 000 000 ANY AUTO BODILY INJURY (Per parson) _ E ALL OWNED SGHE DV LED X B I Y I RY _ AUTOS AUTOS OD L NJU (Per ecCitlant) S X ? HIR D AUTOS NON -0WNED X PROPERTY DAMAGE -? E A O (Par acdtlentl y E A I UMBRELLA LIAB X OCCUR ?'. PA5037514693 /26/20'12 /26/2013 EACH OCCURRENCE 51,000,000 EXCESS LU1B CLAIMS-MADE I AGGREGATE 5 _ DED X RETENTION 50 y B WORKERS DOMpEN$ATON 2WECD00297 /27/2012 27/20'13 KC STATU- OTH- X AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE I N I A OFFICE R/M EMBER EXCLUDED? ? ? E.L. EACH ACCIOE NT E1 000 000 , (MAntlalPry In NH) I If tl ib tl E.L. DISEASE - EA EMPLOYE St 000,000 es, ascr a an er I D SC RIPTION OF OPERATIONS balew E.L. DISEASE -POLICY LIMIT Sl 000 000 C A Errors 8 Ommissions PMS D736305 /8/2012 /6/2013 2,000 000/Claim 2,000,000/AB0 Valuable Pa pars 8 Records PAS0375t4693 /26/2012 /26/2013 25,000 DESCRIPTION OF OPERATONS /LOCATIONS /VEHICLES (A1LCh ACORD 101, AtltlitlonAl Remedce Schetlule, H mono epeoe le repo re ? '' Job: Warner Avenue Widening Project Job No: N-2012-011 / Certificate holder is named as additional insured on the General Liability per attached 9S2001.1)A-99?- ..__ ? ura Srar SIT edy Primary and Non-Contributory applies on the General Liability per attached 9S2001 04 99 ...,;ISra rlt City Arlnrne?? SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PR OVISION3. 20 Civic Center Plaza S t A CA 9270 an a na 2 AUTHORIZED REPRESENTATIVE !. ??_ Lv 796$-2070 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, of- fered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2 4f we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has as- sumed the liability of the indemnitee in a contract or agreement that is an "in- sured contract": b. This insurance applies to such liability assumed by the insured; c. The obligation to defend. or the cost of the defense of, that indemnitee, has also been assumes! by me insured in the same "insured contract"; d. The allegations in the "suit" and the in- formation wa know about the "occur- rence" are such that no conflict appears to exist between the interests of the insured and the interests of the indem- nitee: e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit' and agree that we can assign the same counsel to defend the insured and the indemnitee: and f. The indemnitee: 11} Agrees in writing to: (a! Cooperate with us in the inves- tigation, settlement or defense of the "suit'; Sb) Immediately sand us copies of any demands, notices, sum- monses or legal papers received in connection with the "suit"; (cl Notify any other insurer whose coverage is avaiiable to the in- demnitee; and {dl Cooperate with us with respect to coordinating other applicable insurance available to the indem- nitee: and (21 Provides us with written authoriza- tion to (a! Obtain records and other infor- mation related to the "suit"; and Ibl Conduct and control the defense of the indemnitee in such "suit'. So long as the above conditions are met. attorneys' fees incurred 6y us in the de- fense of that indemnitee, necessary litiga- tion expenses incurred by us and necessary litigation expenses incurred by the indemni- tee at our request will be paid as Supple- mentary Payments. Notwithstanding the pro- visions of Paragraph 2b.f2) of SECTION I - COVERAGE A -BODILY INJURY ANp PROP- ERTY DA7IMGE L1AB?ITY, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our abliga[ion to defend an insured's indem- nitee and to pay for attorneys' fees and nec- essary litigation expanses as Supplemen- tary Payments ends when: a. We have used up the applicable :?imit of insurance in the payment of judl?ments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f_ above, are no longer met SECTION 11 -WHO )S AN INSURED 1. If you are designated in the Declarations as: a. An individual. you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your part- ners, and their spouses are also insureds, but only with respect to the conduct of your business_ c. A limited liability company, you are an insured Your members are also insureds, but only with respect to the conduct of your business. Your managers are in- sureds. but only with respect to their duties as your managers. d. An organi2ation other than a partner- ship, joint venture or limited liability com- pany, you are an insured. Your "execu- tive officers'" and directors are insureds. but only with respect to their duties as your officers or directors. Your stock- holders are also insureds. but only with respect to their liability as stockholders. ?.um.a =aom a?..e a .? s. o.n. n ..a ...m?aa,.,, 9$ZI'.?? ? Ed. 4-99 C.n.ngn.. i9s9 ?YUy9riu 'c ....?,. as...o«r. os'::'.e aa...:9 ... ..e ,....... n. Page 8 of 7 7 Your subsidiaries, and subsidiaries of subsidiaries, are insureds if: (T) They are legally incorporated enti- ties; and f2) You own more than 50gq of the vot- ing stock in them as of the effective date of this policy. If such subsidiaries are not shown in the Declarations, you must report them to us within 180 days of the inception of this policy. Each of the following is also an insured: a. Your "employees", other than either your '"executive officers" (if you are an or- ganization other than a partnership. joint venture or limited liability company) or your managers Sif you are a limited li- ability company). but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" is an insured for: (11 "Bodily injury" or "personal and ad- vertising injury": la? To you, to your partners or members (if you era a partner- ship or joint venture), to your members lif you are a limited li- ability company), or to a co-"em- ployee" while that co-"employee" is either in the course of his or her employment or performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"ent- ployee" as a consequence of Paragraph (13? above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1Na) or Ib) above; or Id] Arising out of his or her provid- ing or failing to provide profes- sional health care services. 121 "Property damage` to property: (a) Owned, occupied or used by. m) Rented to, in the care, custody or control of, or over which physical control is being exer- cised for any purpose 6y you. any of your "employees"- any partner or member (if you are a partnership or joint venturel. or any member (if you are a limited liability company). b. Any person (other than your "employee"). or any organization while acting as your real estate manager. c. 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 rrwintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only witft respect to duties as such. That representative will Rave all your rights and duties under this Coverage Part. e. Any person or organization with whom you agree, because of a written con- - tract, to provide insurance such as is afforded under this policy. but only with respect to liability arising out of your operations, "your work" or facilities owned or used by you. This provision does not apply: Il) To any vendor, concessionaire, les- sor of leased equipment, grantor of a franchise, engineer, architect or .surveyor; or (2) Unless the contract Etas been signed prior to the date of "bodily injury", "property damage", or "personal or advertising injury". f. Any person or organization to whom you are obligated by virtue of a written "in- sured contract' to provide insurance such as is afforded by this policy, but only with respect to liability arising out of the ownership, maintenance, or use of that part of any premises leased to you. This dohs not apply to: (1) Any "occurrence" that takes place after you cease to be a tenant on those premises. (2) Structural alterations. new construc- tion or demolition operations per- formed by or on behalf of such in- sured inmmc. . er•?gmce el ola. c. ?.... ne ..• .q. n. m..n CueY^9M1!?In.u•a.c.n9o.. ?.'. Olh nc :99i 952001 Ed_ 4-99 ?..w?qn, .999. 4.ryi.na c.q..??r c.,>.nr, .q ,. .em:..na .... qna ,..,?+?.... Page 9 Of 17 il'09 g. Any state or political subdivision, but only as respects legal liability incurred by the state or political subdivision solely be- cause it has issued a permit in connec- tion with premises you own. rent, or control for one of me Hazards listed below: (1) The existence, maintenance, repair, construction, erection, or removal of advertising signs. awnings, cano- pies, cellar entrances, coal holes. driveways, manholes, marquees, Hoistaway openings. sidewalk vaults, street banners or decorations and similar exposures; (21 The construction, erection or re- moval of elevators; or 13} The ownership, maintenance or use of any elevators covered by this in- SUranCe. With respect to "mobile equipment" regis- tered in your name under any motor vehicle registration law. any parson is an insured while driving such equipment along a public Highway wiH'1 your permission. Any other per- son or organization responsible for the con- duct of sucH parson 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 t1•ta charge of or occu- pied by you or the employer of any person who is an inslxed under this pro- VISIOR a. Any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership or majority interest, will qualify as a Narned 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 ac- quire 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 oc- curred before you aeguired 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. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability com- pany that is not shown as a Named Insured in the Declarations. SECTION III -LIMITS OF INSURANCE 1. The limits of Insurance shown in the Dec- larations 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. The General Aggregate Limit is the most we will pay for the sum of: a. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "prod- ucts-completed operations hazard": and b. Damages under Coverage B. The General Aggregate Limit applies sepa- rately to each location owned by or rented to you Location, as used here, means pre- mises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 3. The Products-Completed Operations Ag- gregate Limit is tho most we wil! pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard". 4. Subject to 2 above, the Personal and Ad- vertising Injury Limit i9 the most wa will pay under Coverage 8 for the sum of all dam- ages because of all "personal and advertis- ing injury" sustained by any one person or organization. 5. Subject to 2 or 3_ above, whichever ap- plies, the Each Occurrence Limit is the most wa will pay for the sum of. a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Subject to 5. above, the Tenants Legal Li- ability Limit is the most we wilt pay under Caev •9... n ucio",c.• ONm.. .c., 19'9 +? 9$200 1 Ed. 4-99 CeW,ylu. 1999. LuVUna •C..u/q c,,.v.•v. -• ...ea./..... ... ,,. ..?.?.,,. Pa ge 10 of 17 With respect to "mobile equipment' to which this insurance applies: a_ When this Coverage Part is certified as proof of financial responsibility under the provisions of any motor vehicle fi- nancial responsibility law, the insurance provided by the Coverage Part for Bodily Injury Liability or Property Damage Li- ability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law_ b. We will provide any liability, uninsured motorists, underinsured motorists, no- fault or other coverages required by any motor vehicle insurance law. We will provide the required limits for those coverages. 5. Other Insurance If other valid and collectible insurance is avail- able 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 fnsuranc• This insurance is primary except when b. below applies. If this insurance is pri- mary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. b. Excess tisuranca This insurance is excess over. (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, InstalWtion Risk or similar coverage for "your work"; (b) That insures for direct physical loss to premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or tem- porarily occupied by you with permission of the owner; or (d) If the loss arises out of the main- tenance or use of aircraft, "au- tos" or watercraft to the extent not subject to Exclusion g. of SECTION 1 - COVERAGE A - BODLY fVJURV AND PROPERLY DAMAGE LIABILITY. (2) Any other primary insurance avail- able to you covering liability for dam- ages arising out of the premises or operations for which you have been added as an additional insured by attachment of an endorsement When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any claim or "suit" if any other insurer has a duty to defend the insured against that claim or "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 ex- ceeds the sum of: (l) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (21 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 de- scribed in this Excess Insurance provi- sion and was not bought specifically to apply in excess of the Limits of Insur- ance shown in the Declarations of this Coverage Part c. Method Of Sharing If all of the other insurance permits con- tribution by equal shares, wa will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of in- surance or none of the loss remains, whichever comas first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of in- surance to the total applicable limits of insurance of all insurers. 6. Premium Audit Indude? c?YNO+b ..wsb? d Ir?em ? vlms Ofllm ine. wen i® P??esirn 95200 1 Ed 4-99 ?k es®. ??`e,d'a?° wry. w?w'??i;? '?_ ?.,? ..,.??? Page 12 of 17 AC)RV CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 1/31/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be*ndorsed If SUBROGATIPIA IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on' this t:ettifitzete=fides not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER N A - NAME: Robin Holloway W ood Gutmann & Bogart A C No : - - - Lic #0679263 E-MAIL 15901 Red Hill Ave Suite 100 ADDRESS: ., Tustin CA 92780 INSURERS AFFORDING COVERAGE NAIC # INSURER A:Assurance Company of America INSURED ARELL-1 INSURER B:HartfUrd Accident and Arellano Associates INSURER C:Ph4ladelphia Indemnity Ins Co. Genoveva Arellano ©rS INSURER D 5851 Pine Ave Ste A `' Chino Hills CA 91709 W INSURER E : ?j G, p 1 / N 00(3' C) ' C/ pC INSURER F COVERAGES CERTIFICATE NUMBER: 1533492479 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 LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLI MM/DDIYYYY CY EFF POLICY EXP MM/DDIYYYY LIMITS A GENERAL LIABILITY PAS037514693 /26/2012 /26/2013 EACH OCCURRENCE $2,000,000 DAMAGE TO REN ED MERCIAL GENERAL LIABILITY 01 PREMISES Ea ocur ence $2,000,000 N CLAIMS-MADE X] OCCUR 71 MED EXP (Any one person) $10,000 0 PERSONAL & ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $4,000,000 POLICY JERC0j F-] LOC $ A AUT OMOBILE LIABILITY PAS037514693 /26/2012 /26/2013 -0 INGLE LIMIT Ea accident 1,000,000 ANY AUTO BODILY INJURY (Per person) $ ALL OWNED X SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident A UMBRELLA LIAB X OCCUR PAS037514693 /26/2012 /26/2013 EACH OCCURRENCE $1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED X RETENTION $O $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY 72WECDQ0297 /27/2012 /27/2013 X WC STATU- OT'- Y I N ANY PROPRIETOR/PARTNER/EXECUTIVE N /A E.L. EACH ACCIDENT $1,000,000 ? OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE - EA EMPLOYE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 C Errors & Ommissions PHSD736305 /8/2012 /8/2013 2,000,000/Claim 2,000,000/Agg A Valuable Papers & Records PAS037514693 /26/2012 /26/2013 25,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: All Operations for the City of Santa Ana Certificate holder is named as additional insured on the General Liability per attached 9S2001 04 99. Primary and Non-Contributory applies on the General Liability per attached 9S2001 04 99. THIS CERTIFICATE SUPERCEDES ANY PREVIOUSLY ISSUED. r_F'RTIFIr_ATF Mnl r1FR r_ANr_FI I ATInNI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa AnaLaura Stitt Sheedy ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Assistant City Attorney Santa Ana CA 92702 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Policy Number: PAS037514693 g. All interest on the full aniount of any judgment that accrues after entry of the judgment and before we have paid, of- fered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has as- sumed the liability of the indemnitee in a contract or agreement that is an "in- sured contract'; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the in- formation the know about the "occur- rence" are such that no conflict appears to exist between the interests of the insured and the interests of the indem- nitee: e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (21 Provides us with written authoriza- tion to: (at" Obtain records and other Of or matron related to the 'suit: and lbl Conduct and control the defense of the indemnitee in such suit". So long as the above conditions are met, attorneys' fees incurred by us in the de- fense of that indemnitee, necessary litiga- tion expenses incurred by us and necessary litigation expenses incurred by the Indemni- tee at our request will be paid as Supple- mentary Payments. Notwithstanding the pro- visions of Paragraph 2b.(2) of SECTION I - COVERAGE A - BOULY INJURY AND PROP- ERTY DAMAGE 1_14BILITY. such payments will not be deemed to be damages for "bodily injury" and 'property damage" and will not reduce the limits of insurance. Our obligation to defend an insureds indem- nitee and to pay for attorneys' fees and nec- essary litigation expenses as Supplemen- tary Payments ends when: a. We have used up the applicable lima of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above. are no longer met. SECTION II - WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. f. The indemnitee: (1) Agrees in writing to; (a) Cooperate with us in the inves- tigation, settlement or defense of the "suit"; (bl Immediately send us copies of any demands, notices, sum- monses or legal papers received in connection with the "suit (c) Notify any other insurer whose coverage is available to the in- demnitee: and (ill Cooperate with us with respect to coordinating other applicable insurai Ica aava fable to the indem- nitee; and b_ A partnership or joint venture, you are an insured. Your members, your part- ners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured Your members are also insureds, but only with respect to the conduct of your business. Your managers are in- sureds, but only with respect to their duties as your managers. d. An organization other than a partner- ship, joint venture or limited liability com- pany, you are an insured. Your "execu- tive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stock- holders are also insureds, but only with respect to their liability as stockholders. Include co3yrigHdo mafanal of Ins-ca S.rwrot CHce, Ina, w--.h I's Porm,21 6h apyrig+I, In%b-. So-_d, Off it.. -c. 1497 9S2001 Ed. 4-99 C°oyrgrl. 19.9. Maryland Cssuary Company as to addmcnal grit aor, •evis.CS Page 8 of 17 Policy Number: PAS037514693 I AI.:; Your subsidiaries, and subsidiaries of subsidiaries, are insureds if: (1) They are legally incorporated enti- ties, and (2) You own more than 50% of the vot- ing stock in them as of the effective date of this policy. If such subsidiaries are not shown in the Declarations. you must report them to us within 180 days of the inception of this policy. 2, Each of the following is also an insured: a. Your "employees", other than either your "executive officers" (if you are an or- ganization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited li- ability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" is an insured for: (1) "Bodily injury" or "personal and ad- vertising injury": (al To you, to your partners or members lif you are a partner- ship or joint venture), to your , tubers lif you are a limited li- me- ability company), or to a co-"em- ployee" while that co-"employee' is either in the course of his or her employment or performing duties related to the conduct of your business: (b1 To the Spouse, child, parent, brother or sister of that co-"em- ployee" as a consequence of Paragraph Mal above: (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs 0Ha) or (b) above; or (d) Arising out of his or her provid- ing or failing to provide profes- sional health care services- cised for any purpose by you, any of your "employees", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited Liability company)- b. Any person (other than your "emplnyep'), or any organization while acting as your real estate manager. e. 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 or use of that property: and (2) Until your legal representative has been appointed. d. 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 Coverage Part. Any person or organization with whom you agree, because of a written con- tract, to provide insurance such as is afforded under this policy, but only with respect to liability arising out of your operations, "your work" or facilities owned or used by you. This provision does not apply: (1) To any vendor, concessionaire, les- sor of leased equipment, grantor of a franchise, engineer, architect or -surveyor; or (2) Unless the contract has been signed prior to the date of "bodily injury", "property damage", or "personal or advertising injury". Any person or organization to whom you are obligated by virtue of a written "in- sured contract' to provide insurance such as is afforded by this policy, but only with respect to liability arising out of the ownership, maintenance, or use of that part of any premises leased to you. This does not apply to: (11 Any "occurrence" that takes place after you cease to be a tenant on those premises. (2) "Property damage" to property: 121 Structural alterations, new cons#ruc- (al Owned, occupied or used by, tion or demolition operations per- (bl Rented to, in the care, cus-4- formed by or on behalf of such in- -A y or control of, or over which sured physical control is being exer- ¢iTTlsl'61 mr.Udas -.fryr gp:.d mada•r1f e1 'yuanea 8a-taa :;11 ca. +b-0? is capy gh'1--. S.-co 711m._ -r 1997 952001 Ed, 4-99 coeygm, IS.3S. Mary. cas"I'V --a-y, as a .udura.al I..I and r-s,..s Page 9 of 17 Policy Number: PAS037514693 g. Any state or political subdivision, but only as respects legal liability incurred by the state or political subdivision solely be- cause it has issued a permit in connec - tion with premises you own, rent, or control for one of the hazards listed below: (1) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, cano- pies, cellar entrances, coal holes, driveways, manholes, marquees. hoistaway openings, sidewalk vaults. street banners or decorations and similar exposures; (2) The construction, erection or re- moval of elevators; or (3) The ownership, maintenance or use of any elevators covered by this in- surarce. 3, With respect to "mobile equipment" regis- tered 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 per- son or organization responsible for the con- duct of such person ie 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 thai person pr organization for this iialility. 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 occu- pied by you or the employer of any person who is an insured under this pro- vision. 4. Any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership or majority interest, 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 ac- quire 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 oc- curred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense comriitted before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past partnership. joint venture or limited liability corn- pany that is not shown as a Named Insured in the Declarations. SECTION III - LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Dec- larations 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 clairns or bringing "suits". 2_ The General Aggregate Limit is the most ^rve will pay for the sum of: a. Damages under Coverage A. except damages because of 'bodily injury' or "property damage" included in the "prod- ucts-completed operations hazard": and b. Damages under Coverage B. The Gereral Aggregate Limit applies sepa- rately to each location owned by or rented to you. Location, as used here, means pre- mises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 3. The Products-Completed Operations Ag- gregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the ''products-completed operations hazard". 4. Subject to 2 above, the Personal and Ad- vertising Injury Limit is the most we will pay under Coverage 8 for the sum of all dam- ages because of all "personal and advertis- ing injury" sustained by ary one person or organization. 5. Subject to 2 or 3 above, whichever ap- plies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage' arising out of any one "occurrence". 6. Subject to 5. above, the Tenants Legal U- ability Limit is the most we will pay under n_ e:Oi = r. 'il'"a n.fa... a. -1 ea...lnne Cl...i,e• !]ti •e - r n ,< perlw aainn l.ayy'pl, -nsN1n8e9 Sa,.'Cos Jff¢W. ?ne„'i99? ' 9S2001 Ed 4-99 Cupy,-9nt, 1999. Mmyi¦d :anaiiy Cc pa-w. n aadmanai -mv :oz -*v,6 or: Page 10 of 17 With respect to "mobile equipment" to which this insurance applies: a When this Coverage Part is certified as proof of financial responsibility under the provisions of any motor vehicle fi- nancial responsibility law, the insurance provided by the Coverage Part for Bodily Injury Liability or Property Damage Li- ability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. We will provide any liability, uninsured motorists, underinsured motorists, no- fault or other coverages required by any motor vehicle insurance law. We will provide the required limits for those coverages. 5. Other insurance If other valid and collectible insurance is avail- able 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 this insurance is pri- mary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That insures for direct physical loss to premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or tem- porarily occupied by you with permission of the owner; or (d) If the loss arises out of the main- tenance or use of aircraft, "au- tos" or watercraft to the extent not subject to Exclusion g. of SECTION I - COVERAGE A - BODLY INJURY AND PROPERTY DAMAGE LIABLfTY. (2) Any other primary insurance avail- able to you covering liability for dam- ages arising out of the premises or operations for which you have been added as an additional insured by attachment of an endorsement When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any claim or "suit" if any other insurer has a duty to defend the insured against that claim or "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 ex- ceeds 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 de- scribed in this Excess Insurance provi- sion and was not bought specifically to apply in excess of the Limits of Insur- ance shown in the Declarations of this Coverage Part c. Method Of Sharing If all of the other insurance permits con- tribution 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 in- surance or none of the loss remains, whichever comes first If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of in- surance to the total applicable limits of insurance of all insurers. 6. Premium Audit Includes ocipyri¢ted net?erit,al of Inswance Services Office, inc. wth its pemissicn 9S2001 Ed. 4-99 ?? 1999, NkryTaridlCmiaaIry any. as oed?dticnall 7 text and revisirns Page 12 of 17