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HomeMy WebLinkAboutPage and Turnbull Inc; 2019-11-15;AGREEMENT FOR ARCHITECTURAL SERVICES PAGE & TURNBULL, INC. N THIS AGREEMENT is made and entered into as of the J ~ uV,c.,1/V\~ , 2o_fi, by and between the CITY OF CARLSBAD, a corporation, ("City"), and Page & Turnbull, Inc., a corporation, ("Contractor"). RECITALS day of municipal City requires the professional services of a architecture, design, planning, and preservation firm that is experienced in historic structure document reports. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of one year from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed shall not exceed five thousand three hundred dollars ($5,300.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. City Attorney Approved Version 6/12/18 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Mick Calarco Title Special Projects Manager Department Parks & Recreation City of Carlsbad Address 799 Pine Ave, Suite 200 Carlsbad, CA 92009 Phone No. 760-434-2859 For Contractor Name John D. Lesak Title Principal Address 417 South Hill Street, Suite 211 Los Angeles, CA 90013 Phone No. 213-221-1203 Email lesak@page-turnbull.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesD No l:8J 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. City Attorney Approved Version 6/12/18 2 10. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 15. AUTHORITY The inc;!ividuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. City Attorney Approved Version 6/12/18 3 CONTRACTOR By: (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By: ations Officer, Deputy City Mana , or Department Director as ~0{1-1-lObD , fre~dev1f- (print name/title j authorized.by the City Manager By: (printname/title) S' e,e,l-"e...-pv-l ATTEST: ~~L-<J,~ BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Chairman, President, or Vice-President Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. fficer G'.ee/;<41- J vt.------1-u who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) ~/are subscribed to the within instrument and acknowledged to me that ~/they executed the same in htet!'tef/their authorized capacity(ies), and that by hisrher/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. NOZIMA TOJIMATOVA Notary Public -Cahforn1a ~ San Francisco County ~ z Commission# 2158930 :i-J. ••••• MJ 2°:'T-JW'U'Vt' 3-3°Jtf Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and~ Signature ______ ~-----ff-~-------- Signature of Notary Public ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Dqpument J /J ~-J,. .-I~ ,.. ~ . ~ Title or Type of D°r)ument: ltfjr~~ r MT~-a/' ~ k'/le--f Document Date: t).tJ/s2.b,..,l(c.~ Number of Pages: __ q ___ _ Signer(s) Other Than Named Above: _______________________ _ C_apactty(ies) C'.!l!med by Signer{~ Signer's Name: ~.J-J,. J.(. ~ti-_ li'l"Corporate Officer -Title(s)"[e J,l.ii;/: □ Partner -□ Limited □ eneral □ Individual □ Attorney in Fact □ Trustee □ Guardian or Conservator □Other: _____________ _ Signer Is Representing: _________ _ Signer's Name: W, ___ (i)~+--_.__----,J~'-----"____c.__L..L._S.=--a._____ t?"Corporate Officer - □ Partner -□ Limited □ Individual □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Other: ____________ _ Signer Is Representing: _________ _ ©2015 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 EXHIBIT "A" SCOPE OF SERVICES PAGE &TURNBULL •, \ : ~l r', · l :: , 1, ir '. ;"-r· · September 24, 2019 Mick Calarco ',·,,-1,-,-• Special Projects and Historic Sites Manager Parks & Recreation Department City of Carlsbad 799 Pine Avenue, Suite 200 Carlsbad. CA 92008-1949 Via email: Mick.Calarco@carlsbadca.gov Re: Leo Carrillo Ranch Historic Park I Equipment Shed Documentation Report (P19307) Thank you for considering Page & Turnbull to provide historic architectural services at Leo Carrillo Ranch Historic Park located at 6200 Flying Leo Carrillo Lane in Carlsbad. Page & Turnbull is pleased to submit this proposal to document the historic Equipment Shed, an agricultural building designated within the site's National Register of Historic Places and California Historical Landmark nominations. The Equipment Shed is a small, single-story, wood-framed structure located at the eastern edge of the Park near the Blacksmith Shop. The building faces south and rests on a stone retaining wall that matches the hand-crafted masonry of the nearby Barn and Stable. Recently, the Equipment Shed was damaged when a tree fell on the roof. To provide an archival record of the building. Page & Turnbull will provide a documentation report consistent with the Historic American Building Survey (HASS) and the Secretary of the Interior's Standards and Guidelines for Architectural and Engineering Documentation. Our scope includes a site visit to measure and photograph the building. Our deliverable will consist of written descriptions, measured plans and elevations. and photographs of the interior, exterior and site context. Page & Turnbull is well-versed in the guidelines and standards of the HASS program. We have completed numerous documentation projects following HASS guidelines, most recently for the El Dorado Park Community Church in Long Beach and the California Bicentennial Home in Diamond Bar. All our professional staff meet or exceed the Secretary of the Interior's Professional Qualification Standards in History, Architectural History, Architecture, or Historic Architecture Page & Turnbull proposes completing the scope of work within 4 weeks of authorization. 5 ARCHITECTURE PLANNING & RESEARCH PRESERVATION TECHNOLOGY r 113 . .?~' :;:;(' f :1 ~.121 ';:11 City Attorney Approved Version 6/12/18 Leo Carrillo Ranch Historic Park Equipment Shed Documentation Report IP19307] Page 2 The total fee to document the Equipment Shed would be $5,300.00. The following attachments are included in this proposal: • Exhibit A -Scope of Services • Exhibit B -Cost Breakdown and Preliminary Timeline • Page & Turnbull's Professional Fee Schedule We appreciate the opportunity to collaborate with you. Drew Gorski will be the Historic Architect and main contact for this effort. If you have any questions regarding this proposal, please contact Drew (gorski@page-tumbull.com, 213-221-1206) or me (lesak@page-tumbull.com, 213-221-1203). Page & Turnbull understands that our services will be secured under a standard City of Carlsbad contract with Terms and Conditions like our previous contracts. PAGE & TURNBULL PAGE & TURNl?Ut,t f //~ By ~ /; John D. Le~;i\lA, FAPT, LEED AP / 9alifomia Architect License No. C26607 Dated September 24, 2019 6 ARCHITECTURE PLANNING & RESEARCH PRESERVATION TECHNOLOGY City Attorney Approved Version 6/12/18 Leo Carrillo Ranch Historic Park: Equipment Shed Documentation Report [P19307] Page 3 EXHIBIT A I SCOPE OF SERVICES Page & Turnbull will provide a documentation report for the historic Equipment Shed based on the following scope of work: DOCUMENTATION REPORT TASKS 1. 2. Site Visit. Page & Turnbull will complete a one-day visit to the Park to document the Equipment Shed. We will measure and photograph the building, noting important architectural details and construction techniques. \/Vhile at the site, we will gather archival information, including historic photographs and descriptions from the Ranch Archives Documentation Report. Based on information collected during the site visit, we will produce a documentation report consisting of introduction; historic narrative; building description noting construction system and character-defining features; drafted plans and elevations in AutoCAD; and historic and existing conditions photographs. DELIVERABLES One (1) electronic copy of the documentation report to the Client. We will respond to one set of comments from the Client. After the receipt of the Client's comments, we will publish the Final Documentation Report. ASSUMPTIONS AND ExCLUSIONS 1. Large and medium format photography of the interior and exterior are not included. Photo documentation will not meet Historic American Building Survey (HABS) Standards. Photographs of minimum 300 DPI will be provided in the report and original files will be provided to the Client. 2. Research on the history of the Equipment Shed is limited to what is available at the site. No additional research time is included. 3. All deliverables will be provided in electronic format only, unless otherwise noted. PAGE &TURNBULL 7 ARCHITECTURE PLANNING & RESEARCH PRESERVATION TECHNOLOGY .,.. ;1-;_;,-.; 1?C-~ r ·21?.)21 ·709 ,._,._., iv.pOJ".:.: i,Jrr'bul1.ccr• City Attorney Approved Version 6/12/18 Leo Carrillo Ranch Historic Parle Equipment Shed Documentation Report [P19307] Page 4 EXHIBIT B -COST BREAKDOWN AND PRELIMINARY Tl MELINE PROFESSIONAL FEES Compensation for Scope of Services described in Exhibit A will be billed on a percent complete basis for a professional fee of $5,300.00. KEY STAFF HOURLY RATES Other additional services not specifically outlined above will be billed on a time and materials basis at the following rates: Drew Gorski, Historic Architect ........................................................... $155.00 per hour Johanna Hauser, Designer ................................................................. $110.00 per hour Flora Chou, Cultural Resources Planner ............................................ $135.00 per hour Other staff may be assigned to the project as deemed necessary. All key professional staff working on this project meets or exceed the Secretary of the Interior's Professional Qualification Standards for Historic Architecture, Architectural History, or History. PRELIMINARY SCHEDULE Page & Turnbull proposes completing the scope of work within 4 weeks of authorization. The schedule is dependent upon response from the Client, site accessibility, availability of project materials, availability of staff, and other factors. PAGE &TURNBULL C "::,,;rt ,; ;, 8 J :21 1 ARCHITECTURE PLANNING & RESEARCH PRESERVATION TECHNOLOGY City Attorney Approved Version 6/12/18 PROFESSIONAL FEE SCHEDULE Founding Principal. . .............................................. $285.00-$380.00 Principal ............... $225.00-$285.00 Associate Principal .................... $145.00-$225.00 Senior Associate ................... $115.00-$185.00 Associate ................................................................... $100.00-$150.00 Architect ............................. . ....................................... $150.00-$200.00 Designer, Conservator, or Planner .................................... $ 95.00-$160.00 Historian .... $ 90.00-$150.00 Administrative Personnel. $ 90.00-$175.00 Architectural Assistant....... $ 85.00-$ 100.00 PAGE &TURNBULL Etfectr,,,e 112019 Subject to annual review and adjustment City Attorney Approved Version 6/12/18 9 ACORD~ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/00/YYYY) ~ 10/24/2019 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($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Risk Strate~es Company CONIA\,I Risk Strateaies Comoanv NAME: 2040 Main treet, Suite 450 P~£1N,_t ~-••· 949-242-9240 I ;ffc No•: Irvine, CA 92614 1~n~~cs, svounn®risk-strateaies.com INSURER($) AFFORDING COVERAGE NAIC# www.risk-strategies.com CA DOI License No. OF06675 INSURER A: Citizens Insurance Comoanv of America 31534 INSURED INSURER B: Prooertv & Casualtv Insurance Co. of Hartford 34690 Pa8e & Turnbull INSURER c : Arch Insurance Company 11150 17 Maiden Lane, 5th Fl. San Francisco CA 94108 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 51956689 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ,ucn 1-,n POLICY NUMBER IMM/OO/YYYYI IMM/OO/YYYYI LIMITS A _L COMMERCIAL GENERAL LIABILITY ✓ 0B3D457135 1/1/2019 1/1/2020 EACH OCCURRENCE $$2 000 000 ~ CLAIMS-MADE [Z] OCCUR ~~~t~~J?E~~~encel $$1 000 000 -MED EXP (Any one person) $$10 000 PERSONAL & ADV INJURY S$2 000 000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s$4,000,000 =7 POLICY0~m □Loe PRODUCTS· COMP/OP AGG $$4 000 000 OTHER: $ A AUTOMOBILE LIABILITY 0B3D457135 1/1/2019 1/1/2020 fE~~~~~~trlNGLE LIMIT 5$2 000 000 -ANY AUTO BODILY INJURY (Per person) $ --OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ -- J_ HIRED ..:L NON-OWNED fp~?:;:~gAMAGE $ AUTOS ONLY AUTOS ONLY $ A LL UMBRELLA LIAB H OCCUR 0B3D457135 1/1/2019 1/1/2020 EACH OCCURRENCE $$5 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE S$5 000 000 DED I ✓ I RETENTION$ 0 $ B WORKERS COMPENSATION 72WECAA7WLO 1/1/2019 1/1/2020 ✓ I ~ffTuTE I I OTH- AND EMPLOYERS' LIABILITY ER Y /N ANYPROPRIETOR/PARTNER/EXECUTIVE □ N /A EL EACH ACCIDENT S$1 000 000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) EL DISEASE· EA EMPLOYEE $$1 nnn nnn ~m:~~tfi~ ~nt;PERATIONS below E.L. DISEASE· POLICY LIMIT $$1 000 000 C Professional Liability PAAEP001 0803 1/1/2019 1/1/2020 Per Claim: $2,000,000 Aggregate: $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Projects as on file with the insured including but not limited to Leo Carrillo Ranch Roof Assessment Services, PSA 19-898TRAN. The City of Carlsbad is named as additional insured on the general liability policy-see attached endorsement. CERTIFICATE HOLDER CANCELLATION City of Carlsbad Public Works SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Steven Stewart, Municipal Projects Mgr. 1635 Faraday Ave. Carlsbad CA 92008 I AUTHORIZED REPRESENTATIVE Michael Christian © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 51956689 I 19·20 GL·HNOA-UL-WC-PL Sherry Young I 10/24/2019 10,58,28 AM (POT) I Page l of 3 ✓ / J Architects and Engineers The following policy language is from Businessowners General Liability Coverage Part NAMED INSURED: Page & Turnbull POLICY NUMBER:0B30457135 The following are mandatory forms on the policy identified on the Certificate of Insurance: 391-1586 (08-16) BUSINESSOWNERS GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT Additional Insured by Contract, Agreement or Permit A. Section II -Liability, C -Who is an insured is amended to include as an additional insured any person or organization with whom you agreed in a written contract, written agreement or permit but only respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions; or the acts or omissions of those acting on your behalf, but only with respect to: (i) "Your work" for the additional insured(s) designated in the contract, agreement or permit including "bodily injury" or "property damage" included in the "products -completed operations hazard" only if this Coverage Part provides such coverage; (ii) Premises you own, rent, lease, or occupy; or (iii) Your maintenance, operation or use of equipment leased to you. *Definition: "Your work" a. Means: (1) Work or operations performed by you or on behalf; and (2) materials, parts or equipment furnished in connection with such work or operations; b. Includes (1) warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) the providing of or failure to provide warnings or instructions. This provision does not apply: (1) Unless the written contract or written agreement has been executed or permit has been issued prior to the "bodily Injury", "property damage", "personal injury" or "advertising injury". (2) To any person or organization Included as an Insured by an endorsement Issued by us and made part of this Coverage Part. (3) To any lessor of equipment (a) After the equipment lease expires; or (b) If the "bodily Injury", "property damage", "personal injury" or "advertising Injury" arises out of sole negligence of the lessor. (4) To any: (a) Owners or other Interests from whom land has been leased which takes place after the lease for the land expires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. Other Insurance Primary & Non-Contributory The following paragraph is added to SECTION Ill -COMMON POLICY CONDITIONS, H -Other Insurance: Additional Insured -Primary and Non-Contributory. If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SEC1'1ON 11-Liability, C. Who is an Insured is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under SECTION II -LIABILITY of this Coverage Part, our obligations are limited as follows: (1) Primary Insurance: This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (a) For the sole negligence of the Additional Insured; (b) When the Additional Insured is an Additional Insured under another primary liability policy; or (c) When b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. (2) Excess Insurance: (a) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; No coverage is provided by this Notice, nor can it be construed to replace any provisions of the policy (including its endorsements). If there is any conflict between this Notice and the policy (including the endorsements), the provisions of the policy (including its endorsements) shall prevail. 51956689 1 19-20 GL-HNOA-UL-WC-PL I Sherry Young I 10/24/2019 10:58:28 AM (PDT) I Page 2 of 3 (iii) That is insurance purchased by the Additional Insured to cover the Additional lnsured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (iv) 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 II -LIABILITY. B. Exclusions, 1. Applicable to Business Liability Coverage. (v) That is insurance available to you for your participation in any past or present "unnamed joint venture". (vi) That is any insurance you may have that provides coverage for your professional services. (b) When this insurance is excess, we will have no duty 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. (c) 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: (i) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (ii) 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. (3) 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. 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 insurance to the total applicable limits of insurance of all insurers. Per Project Aggregate The following changes are made to SECTION II -LIABILITY: 1. The following is added to SECTION II -LIABILITY, D. Liability and Medical Expenses Limits of Insurance, paragraph 4: The Aggregate Limits of Insurance apply separately to each of "your projects" or each "location" listed in the Declarations. 2. For the purpose of coverage provided by this endorsement only, the following is added to SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Your project" means: a. Any premises, site or "location" at, on, or in which "your work" is not yet completed; and b. Does not include any "location" listed in the Declarations. 2. "Location" means premises 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. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and, b. Separately to each insured against whom claim is made or "suit" is brought. Waiver Of Subrogation The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV -COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization where required by written contract because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization where required by written contract. Notice Of Cancellation For any statutorily permitted reason other than non-payment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to 90 Days. /', ~\ l 4;::' -✓( (/ P</ ,. Z-,v ::,./ _.,··./ _ __,.,.,...t.:,.-£_,./,/ t,./'',. AUTHORIZED REPRESENTATIVE *From Hanover Forms: 391-1003 (08/16); 391-1445 (08/16); 391-1586 (08/16), 391-1003 (08/16) No coverage is provided by this Notice, nor can it be construed to replace any provisions of the policy (including its endorsements). If there is any conflict between this Notice and the policy (including the endorsements), the provisions of the policy (including its endorsements) shall prevail. 51956689 I 19-20 GL-HNOA-UL-WC-PL I Sherry Young I 10/24/2019 10:58:28 AM (PDT) I ?age 3 of 3