HomeMy WebLinkAboutLagerlof, Senecal, Gosney & Kruse, LLP-2013-01 V �
AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT for legal services (hereinafter referred to as
AGREEMENT) by and between the CITY OF GRAND TERRACE, hereinafter referred
to as the "CITY," and LAGERLOF, SENECAL, GOSNEY & KRUSE, LLP, a law firm,
hereinafter referred to as"ATTORNEY", is entered into the I2 day of February,2013.
RECITALS
WHEREAS, the CITY desires to engage ATTORNEY to perform services as
special counsel for the CITY.
WHEREAS, ATTORNEY represents that the principal representative is
authorized to enter into this agreement on behalf of ATTORNEY and ATTORNEY is
willing to perform such services hereinafter defined.
NOW,THEREFORE, the parties agree as follows:
1. REPRESENTATIVES OF THE PARTIES AND SERVICE OF
NOTICE. The representatives of the parties who are primarily responsible for the
administration of the AGREEMENT, and to whom formal notice,demands and
communications shall be given, are as follows:
A. The principal representative of the CITY shall be:
Betsy Adams, City Manager
CITY OF GRAND TERRACE
22795 Barton Rd.
Grand Terrace, CA 92313
(909) 430-2245
B. The principal representative of ATTORNEY shall be:
Andrew D. Turner
Lagerlof, Senecal, Gosney & Kruse, LLP
301 North Lake Avenue, 10th Floor
Pasadena, CA 91101
(626) 793-9400
C. Formal notices, demands and communications to be given hereunder by
either party shall be made in writing and may be effected by personal
delivery or by mail.
D. If the name of the principal representative designated to receive the
notices, demands or communications, or the address of such person, is
changed, written notice shall be given within five (5) working days of said
changes.
2. RETENTION. The CITY retains ATTORNEY to act as special counsel
for CITY to perform services as requested of it by the CITY. CONSULTANT accepts
the assignment and agrees to render such services as ATTORNEY on the terms and
conditions hereinstated.
3. SCOPE OF SERVICES. The scope of such services is set forth in the
attached"Scope of Services" which is made Exhibit"A"to this Agreement.
4. COMPENSATION. The CITY agrees to pay ATTORNEY for the
above-stated services, as set forth in the aforementioned attached Scope of Services and
in the manner as set forth in the fee schedule, Exhibit`B" attached hereto. Compensation.
Payments for services rendered pursuant to this Agreement shall be made at the times and
in the manner set forth in Exhibit "B." The payments specified in Exhibit `B" shall be
the only payments to be made to ATTORNEY for services rendered pursuant to this
Agreement. ATTORNEY shall submit all billings for said services to the CITY and said
bills shall include the billing amount, total hours billed, total hours per day billed, hourly
billing rate, and a description of the services rendered.
5. COSTS AND EXPENSES. In addition to paying fees for legal services,
CITY and/or AGENCY shall reimburse ATTORNEY for all costs and expenses related
to such legal services, including costs and expenses listed in the Exhibit`B;" and such
other costs and expenses as are incurred from time to time, including but not limited to,
filing fees, service of process, witness fees, court reporter fees,transcripts,jury,
messenger and other delivery charges, mileage, investigation expenses, consultant fees,
expert witness fees, and other similar items. ATTORNEY shall obtain CITY's consent
before hiring any investigators, consultants or expert witnesses. Except as may otherwise
be set forth in Exhibit"B,"all costs and expenses shall be reimbursed based on the
ATTORNEY's cost therefor.
6. STATEMENTS. ATTORNEY shall send CITY periodic statements for
legal service fees and costs and expenses incurred. Said statements shall include the
billing amount,total hours billed,total hours per day billed, hourly billing rate, a
description of the services rendered,as well as itemized costs and expenses. CITY shall
pay such statements within thirty (30)days after receipt of said statement.
7. PERSONNEL. The principal attorney(s) assigned by ATTORNEY to
provide the services under this AGREEMENT is Andrew D. Turner. In the event that
CITY, in its sole discretion,at anytime during the term of this AGREEMENT, desires the
removal of any person or persons assigned by ATTORNEY to perform services pursuant
to this AGREEMENT, ATTORNEY shall remove any such person immediately upon
receiving notice from CITY of the desire of CITY for the removal of such person or
persons.
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8. STANDARD OF PERFORMANCE. ATTORNEY shall devote such
time as may be reasonably necessary for satisfactory performance of ATTORNEY's
obligations pursuant to this AGREEMENT. ATTORNEY shall perform all services
required pursuant to this AGREEMENT in a manner and according to the standards
observed by a competent practitioner of the legal profession in the geographical area in
which ATTORNEY practices its profession. All products and/or services of whatsoever
nature which ATTORNEY delivers to CITY pursuant to this AGREEMENT shall be
prepared and delivered in a substantial, first-class, and workmanlike manner, and
conform to the standards of quality normally observed in the legal profession. CITY
shall be the sole judge as to whether the product of the ATTORNEY is satisfactory.
9. INDEPENDENT CONTRACTOR. It is expressly agreed that in the
performance of the services necessary to carry out this Agreement, ATTORNEY shall be,
and is, an independent contractor, and is not an employee of the CITY. ATTORNEY has
and shall retain the right to exercise full control and supervision of the services, and full
control over the employment, direction, compensation and discharge of all persons
assisting ATTORNEY in the performance of ATTORNEY's services hereunder.
ATTORNEY shall be solely responsible for all matters relating to the payment of its
employees, including compliance with social security, withholding and all other
regulations governing such matters, and shall be solely responsible for ATTORNEY's
own acts and those of ATTORNEY's subordinates and employees.
10. PERS ELIGIBILITY INDEMNITY. In the event that ATTORNEY or
any employee, agent, or subcontractor of ATTORNEY providing services under this
Agreement claims or is determined by a court of competent jurisdiction or the California
Public Employees Retirement System (PERS)to be eligible for enrollment in PERS as an
employee of the CITY, ATTORNEY shall indemnify, defend,and hold harmless CITY
for the payment of any employee and/or employer contributions for PERS benefits on
behalf of ATTORNEY or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would otherwise be
the responsibility of CITY.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or
ordinance to the contrary, ATTORNEY and any of its employees, agents, and
subcontractors providing service under this Agreement shall not qualify for or become
entitled to,and hereby agree to waive any claims to, any compensation, benefit, or any
incident of employment by CITY, including but not limited to eligibility to enroll in
PERS as an employee of CITY and entitlement to any contribution to be paid by CITY
for employer contribution and/or employee contributions for PERS benefits.
1 I. INDEMNITY AND INSURANCE
A. INDEMNITY. ATTORNEY hereby agrees to protect, indemnify and
hold CITY and its employees,officers and servants free and harmless from any
and all losses,claims, liens, demands and causes of action of every kind and
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character including, but not limited to,the amounts of judgment, interests, court
costs, legal fees and other expenses incurred by the CITY arising in favor of any
party, including claims, liens, debts, personal injuries, including employees of the
CITY,death or damages to property (including property of the CITY)and without
limitation by enumeration, all other claims or demands of every character
occurring or arising directly out of the negligent acts,errors or omissions by
ATTORNEY in the performance of its services under this Agreement. This
provision is not intended to create any cause of action in favor of any third party
against ATTORNEY or the CITY or to enlarge in any way the ATTORNEY'S
liability but is intended solely to provide for indemnification of the CITY for
liability for damages or injuries to third persons or property arising from
ATTORNEY'S negligent performance hereunder. ATTORNEY agrees that
ATTORNEY's covenant under this Section shall survive the termination of this
AGREEMENT.
B. INSURANCE. ATTORNEY shall procure and maintain at all times
during the term of this Agreement insurance as set forth in "C" attached hereto.
Acceptance of insurance certificates and endorsements required under this
Agreement does not relieve ATTORNEY from liability under this
indemnification and hold harmless clause. This indemnification and hold
harmless clause shall apply whether or not such insurance policies shall have been
determined to be applicable to any of such damages or claims for damages.
12. WORK PRODUCT. Any and all reports, manuscripts and any other
work product,whether completed or not, that are prepared or developed by ATTORNEY
under this Agreement are the property of the CITY and shall be turned over to CITY
promptly at CITY'S request or at the termination of the Agreement,whichever is earlier.
13. TERMINATION FOR CONVENIENCE. This Agreement may be
canceled at any time by CITY for its convenience upon written notification to
ATTORNEY. ATTORNEY shall be entitled to receive full payment for all services
performed and all costs incurred to the date of receipt of written notice to cease work on
the project. ATTORNEY shall be entitled to no further compensation for work
performed after the date of receipt of written notice to cease work. All completed and
uncompleted products up to the date of receipt of written notice to cease work shall
become the property of CITY and ATTORNEY shall deliver the files in this matter to
AGENCY, along with any other CITY funds or property in ATTORNEY'S possession.
14. ASSIGNMENT AND SUBCONTRACTING. Neither party shall assign
or subcontract the rights or responsibilities under this agreement without the express,
written consent of the other party, which may be withheld for any reason or for no reason.
15. ATTORNEY — NOT PUBLIC OFFICIAL. ATTORNEY is not a
"public official" for purposes of Government Code Sections 87200, et seq. ATTORNEY
conducts research and arrives at conclusions with respect to his or her rendition of
information, advice, recommendation or counsel independent of the control and direction
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of the CITY or any CITY official, other than normal contract monitoring. In addition,
ATTORNEY possesses no authority with respect to any ATTORNEY decision beyond
the rendition of information, advice, recommendation or counsel.
16. ATTORNEY NOT AGENT. Except as CITY may specify in writing,
ATTORNEY shall have no authority, express or implied, to act on behalf of AGENCY in
any capacity whatsoever as an agent. ATTORNEY shall have no authority, express or
implied, pursuant to this Agreement,to bind CITY to any obligation whatsoever.
17. LICENSES, PERMITS, ETC. ATTORNEY represents and warrants to
CITY that ATTORNEY has all licenses, permits, qualifications and approvals of
whatsoever nature which are legally required for ATTORNEY to practice ATTORNEY's
profession. ATTORNEY represents and warrants to CITY that ATTORNEY shall, at its
sole cost and expense, keep in effect at all times during the term of this Agreement, any
licenses,permits and approvals which are legally required for ATTORNEY to practice its
profession.
18. CONFLICT OF INTEREST. The following protection against conflict
of interest will be upheld:
A. ATTORNEY certifies that no member, officer, or employee of CITY or its
designees or agents, and no other public official of CITY who exercises any
functions or responsibilities with respect to the programs or projects covered by
this Agreement, shall have any interest, direct or indirect in this Agreement, or in
its proceeds during its tenure or for one year thereafter. This Agreement shall be
voidable at the option of the CITY if this provision is violated
B. ATTORNEY shall incorporate, or cause to be incorporated, in all
subagreements for work to be performed under this Agreement a provision
prohibiting such interest pursuant to the purposes of this section.
C. ATTORNEY shall immediately notify CITY of any real or possible
conflict of interest between work performed for CITY and for other clients served
by ATTORNEY.
19. RESOLUTION OF DISPUTES.
A. Disputes regarding the interpretation or application of any provisions of
this AGREEMENT shall, to the extent reasonably feasible, be resolved through
good faith negotiations between the parties.
B. If any action, at law or in equity, is brought to enforce or to interpret any
provisions of this AGREEMENT,the prevailing party in such action shall be
entitled to recover reasonable attorney's fees, costs and necessary disbursements,
in addition to such other relief as may be sought and awarded.
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20. FORCE MAJEURE. The respective duties and obligations of the parties
hereunder shall be suspended while and so long as performance hereto is prevented or
impeded by strikes, disturbances, riots, fire, severe weather, government action, war acts,
acts of God, or any other cause similar or dissimilar to the foregoing which are beyond
the control of the party from whom the affected performance was due.
21. SEVERABILITY. If any provision of this agreement is held by a court
of competent jurisdiction to be invalid, void or unenforceable,the remaining provisions
nevertheless will continue in full force and effect without being impaired or invalidated
in any way.
22. GOVERNING LAW. This Agreement shall be governed by the laws of
the State of California. In the event of litigation between the parties, venue in state trial
courts shall lie exclusively in the County of Los Angeles. In the event of litigation in a
U.S. District Court, exclusive venue shall lie in the Central District of California.
23. ENTIRE AGREEMENT. This AGREEMENT,together with Exhibits
"A," "B" and"C" supersede any and all other agreements, either oral or in writing,
between the parties with respect to the subject matter herein. Each party to this
AGREEMENT acknowledges that no representation by any party, which is not embodied
herein,nor any other agreement; statement or promise not contained in this
AGREEMENT shall be valid and binding. Any modification of the AGREEMENT shall
be effective only if it is in writing and signed by all parties.
IN WITNESS WHEREOF this Agreement is signed by the parties hereto on the
date first above written.
"CITY OF GRAND TERRACE"
Date 21/2113 —
Walt Stanc iewitz, Mayor
APPROVED AS TO FORM:
Richard L. Adams II, City Attorney
"ATTORNEY"
Lagerlof�Seneca�l, Gosney& Kruse, LLP
Date 2--h— zo I3 By � 57�-0'
Andrew D. Turner
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EXHIBIT "A"
SCOPE OF SERVICES
Render a legal opinion covering the following points:
• Review the wastewater agreement with Colton and render an opinion as to how the
sewer service charge to Grand Terrace is to be calculated.
• Review actions taken by the City of Grand Terrace in February 26, 2004 in setting
its sewer services charges in reliance on a report provided to Grand Terrace by a
consultant retained by the City of Colton for the purpose of providing information for
the setting of rates and provide an opinion as to the rights of Grand Terrace in
relation to the action taken.
• Provide an opinion as to whether Proposition 26, Proposition 218 and/or any court
decisions impact any portion of the wastewater agreement and, if so, are any
portions of the agreement no longer legally valid?
• Provide an opinion as to whether Grand Terrace wastewater customers should be
treated the same as City of Colton wastewater customers (e.g. identical rates) when
the City of Grand Terrace owns the wastewater collection system within its city
boundaries and uses a limited portion of Colton's collection system to reach the
wastewater treatment plant. Conversely, should Grand Terrace customers be
charged a full allocation of Colton's wastewater collection system when wastewater
from Grand Terrace travels along approximately 15% of that system?
• Review the connection fee, as defined in the wastewater agreement, and provide
an opinion as to whether it is legal, especially in light of Assembly Bill (AB) 1600.
Further provide an opinion as to whether Grand Terrace should receive additional
capacity at Colton's wastewater treatment plant based upon the current structure of
connection fees.
• Render an opinion as to what rights the City of Grand Terrace has due to its
payment to Colton for capacity in the Colton wastewater treatment plant.
EXHIBIT "B"
SCHEDULE OF COMPENSATION
AMOUNT OF COMPENSATION. For performing and completing all services
pursuant to Exhibit"A" Scope of Services,ATTORNEY shall be compensated in
an amount not to exceed Fifteen Thousand dollars ($15,000), at the following
hourly rate:
1. Andrew D. Turner and Partners $295.00 per hour
2. Associates $225.00 per hour
II. BILLING. At the end of each calendar month in which services are performed or
expenses are incurred under this Agreement, ATTORNEY shall submit an invoice
to the CITY at the following address:
Betsy Adams, City Manager
CITY OF GRAND TERRACE
22795 Barton Rd.
Grand Terrace, CA 92313
The invoice submitted pursuant to this paragraph shall show the:
1) Case and/or matter name;
2) Name and hours worked (to the tenth of an hour) by each attorney who
performed services during the billing period;
3) The hourly billing rate;
4) A description of the services rendered
5) Actual out-of-pocket expenses incurred in the performance of services; and,
6) Other such information as the City may reasonably require.
III. METHOD OF PAYMENT. Payment to ATTORNEY for the compensation
specified in Section I, above, shall be made after the City Manager or designee
determines that the billing submitted pursuant to Section II, above, accurately
reflects work satisfactorily performed. CITY shall pay ATTORNEY within thirty
(30) days of submission of the invoice..
411)
EXHIBIT "C"
The ATTORNEY shall maintain throughout the duration of the term of the AGREEMENT, liability insurance
covering the ATTORNEY and, with the exception of Professional Liability Insurance, designating CITY
including its elected or appointed officials, directors, officers, agents, employees, volunteers, or consultant's,
as additional insured against any and all claims resulting in injury or damage to persons or property (both
real and personal) caused by any aspect of the ATTORNEY's work, in amounts no less than the following
and with such deductibles as are ordinary and reasonable in keeping with industry standards. It shall be
stated, in the Additional Insured Endorsement, that the ATTORNEY's insurance policies shall be primary as
respects any claims related to or as the result of the ATTORNEY's work. Any insurance, pooled coverage,
or self-insurance maintained by the CITY, its elected or appointed officials, directors, officers, agents,
employees, volunteers, or ATTORNEYs shall be non-contributory.
Professional Liability Insurance $1,000,000/$2,000,000
General Liability:
a. General Aggregate $2,000,000
b. Products Comp/Op Aggregate $2,000,000
c. Personal &Advertising Injury $1,000,000
d. Each Occurrence $1,000,000
e. Fire Damage (any one fire) $ 50,000
f. Medical Expense (any one person) $ 5,000
Workers' Compensation:
a. Workers' Compensation Statutory Limits
b. EL Each Accident $1,000,000
c. EL Disease - Policy Limit $1,000,000
d. EL Disease - Each Employee $1,000,000
Automobile Liability
a. Any vehicle, combined single limit $1,000,000
The ATTORNEY shall provide thirty (30) days advance notice to CITY in the event of material changes or
cancellation of any coverage. Certificates of insurance and additional insured endorsements shall be
furnished to CITY thirty (30) days prior to the effective date of this AGREEMENT. Refusal to submit such
certificates shall constitute a material breach of this AGREEMENT entitling CITY to any and all remedies at
law or in equity, including termination of this AGREEMENT. If proof of insurance required under this
AGREEMENT is not delivered as required or if such insurance is canceled and not adequately replaced,
CITY shall have the right but not the duty to obtain replacement insurance and to charge the ATTORNEY
for any premium due for such coverage. CITY has the option to deduct any such premium from the sums
due to the ATTORNEY.
Insurance is to be placed with insurers authorized and admitted to write insurance in California and with a
current A.M. Best's rating of A-:VII or better. Acceptance of insurance from a carrier with a rating lower than
A-:VII is subject to approval by CITY's Risk Manager. ATTORNEY shall immediately advise CITY of any
litigation that may affect these insurance policies.
----, LAGER-1 OP ID:PS
ACORn. CERTIFICATE OF LIABILITY INSURANCE I °"oy q1°
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATNELY 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: H the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder In lieu of such endarsement(sl.
PRODUCER 323550-790C ILir NEpLl
Arroyo Insurance Services PNONE
P.O. Box 41498 323-256-0B0E FAI No,OW No):
Los Angeles, CA 90041.0498 ADDRESS:
William Olhasso INSURERS)AFFORDING COVERAGE NAlce
INSURER A:Employers Compensation Ins,Co 11512
INSURED Lagerlof, Seneca!,Gosney, INSURER B:Vigilant Insurance Company 20397
&Kruse, LLP INSURER C Federal Insurance Company 20281
301 N. Lake Avenue,10th Floor Pasadena,CA 91101 INSURER O'Axis Reinsurance Company 26620
INSURER E:Executive Risk Specialty
INSURER F'
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING MY 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 MD CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
RSBR TYPE OF INSURANCE AUUL imee wvnn POLICY NUMBER IPMWD POLICY
R MMTOAMM LIMITS
GENERAL LIABILITY EACH OCCUCRECE 1,000,00f
B X COMM=RCIL GENERAL LIAFI.ITY X 35833574 04101/12 04/01/13 Psis(Ea occu+RUCs' 1,000,00(
LAIMS-MADE n OCCUR MED LXP(Any one person 10,00E
PERSONAL S ADV INJJRY 1,000,00E
GENERA AGGREGATE 2,000,00C
GENT AGGREGATE_IIMIT APPLIES PER PRODUCTS-COMP/OP AGO Incl.inAgs
7 PO.ICY n Pia, ri LOC Em Ben. 1,000,00(
cUESmhrD RRNLE-MI! 1,000,00(
AUTOMOBILE LIABILITY (Ea uco Went) $
C ANY ALTO 73527186 04101/12 04/01/13 BODILY INJURY I Per person) $
ALL OWNED — SCHEDULED OS POET INJURY:Per ercnaenl: $
AUTOS - rvNOWNED PROPERTY DAMAGE $
X HIED ALTOS A AUTOS (Per accident/
4
X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,00(
C EXCESS LIAB CLAIMS-MADE 79832705 04/01/12 04101/13 AGGREGATE $
RFD X I RFTFNTION $ NII $
WORKERS COMPENSATION X TO STATUS 0Th
ANO EMPLOYERS'LIABILITY
A ANY PROPRETOMPARTNEMExECUnNE YD SMc0013519.11 09/01/12 09/01/13 EL EACH ACCIDENT $ 1,000,00(
OFFICER/MEMBER EXCLUDED",
+ rA Dgg,gD(
(Mandatory in NH 1
) EL DSEASE-EA EMPLOYEE $ •
de:rn daOnder EL DISEASE-Porn L.MIT $ 1,000,00C
LROFESSI OF AEPATIorvs below
D PROFESSIONAL MLN758725/01/2012-PRIMARY 03118112 03I18l13 EA CLAIM 5,000,00f
E PROFESSIONAL 82235127-EXCESS 03/18/12 03/18/13 EA CLAIM 2,000,00(
DESCRIPTION OF OPERATIONS I LOCATIONS VEHICLES ()Mach ACORD 101,Addilionel Remarks Schedule,II more specs is required)
The City of Grand Terrace, its elected or appointed officials, directors,
officers, agents, employees, volunteers, or consultants are additional
insured for General Liability per attached form 80-D2-2367(Rev.8-04) .
Coverage is primary per attached form 80-02-2 000(Rev.4-01) .
CERTIFICATE HOI DFR ATION
CITYGRA
SHOULD AHY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
City of Grand Terrace
Uo Betsy Adams City 1ANCgJJ
Un�1oR¢E/D REPRESENTATIVE
Manager Gl/ i,+;
Grand Barton �
Grand Terrace CA 92313
OO 1888-2070 ACORD CORPORATION. All rights reserved.
ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD
V 4111
CLiability Insurance
CNYBB
• Endorsement
Policy Period APRIL 1,2012 TO APRIL 1,2013
Effective Date APRIL 1,2012
Policy Number 35833574
Insured LAGERLOF,SENEGAL,GOSNEY&KRUSE
Name of Company VIGILANT INSURANCE COMPANY
Date Issued
This Endorsement applies to the following forms:
GENERAL LIABILITY
Under Who Is An Insured,the following provision is added:
. Who Is An Insured
Scheduled Person Or Subject to all of the tens and conditions of this insurance,any person or organization shown in the
Organization Schedule,acting pursuant to a written contract or agreement between you and such person or
organization,is an Insured;but they are insureds only with respect to liability arising out of your
opera ions.or your premises,if you are obligated,pursuant to such contract or agreement,to provide
diem with such insurance as is afforded by this policy.
However,no such person or organization is an insured with respect to any:
• assumption of liability by them in a contract or agreement. his limitation does not apply to
the liahility for damages for injury or damage,to which this insurance applies,that the person
or organization would have in the absence of such contract or agreement.
• damages arising out of their sole negligence.
Schedule
PERSONS OR ORGANIZATIONS THAT YOU ARE ORI IGATF.D,
PURSUANT TO WRITTEN CONTRACT OR AGREEMENT BETWEEN YOU
AND SUCH PERSON OR ORGANIZATION,'10 PROVIDE WITH SUCH
INSURANCE AS IS AFFORDED BY THUS POLICY;BUI THEY ARE
"INSUREDS"ONLY U'AND TO TIIE MINIMUM EXTENT THAT SIICII
CONTRACT OR AGREEMENT REQUIRES THE PERSON OR ORGANIZATION
TO BE AFFORDED STATUS AS AN"INSURED".
HOWEVER,NO PERSON OR ORGANIZATION 1S AN "INSURED"UNDER
• THIS PROVISION WHO IS MORE SPECIFICALLY DESCRIBED UNDER
Liability Insurance Additional Insured-SchedUKC Person Or Oryanlzaton continued
Form 80-02-2367(Rev.8-04) Endorsement Pagel
41110 J
Liability Endorsement •
(continued)
ANY OTHER PROVISION OF THE WHO IS AN INSURED SECTION OF
THIS POLICY(REGARDLESS OF ANY LIMITATION APPLICABLE
THERETO).
All other turns and conditions remain unchanged.
Au11042d Raprvacnheve Q.--.-CD\
•
•
Labatt Insurance Additional insured-Scheduled Person Or Organizetion last page
form e0-02-2367(Rev.8-04) Endorsement Page 2
V
Conditions
•
Duties In The Event Of F. Knowledge of an occurrence or offense by an agent or employee of the insured will not
Occurrence, Offense, constitute knowledge by the insured,unless an officer(whether or not an employee)of any
Claim Or Suit insured or an officer's designee knows about such occurrence or offense.
(continued)
O. Failure of an agent or employee of the insured,other than an officer(whether or not an
employee)of any insured or an(Miter's designee,to notify us of an occurrence or offense
that such person knows about will not affect the insurance afforded to you.
H. If a claim or loss does not reasonably appear to involve this insurance.but it later develops
into a claim or loss to which this insurance applies,the failure to report it to us will not
violate this condition,provided the insured gives us immediate notice as soon as the insured
is aware that this insurance may apply to such claim or loss.
Legal Action Against Us No person or organization has a right under this insurance to:
• join us as a party or otherwise bring us into a suit seeking damages from an insured;or
• sue us on this insurance unless all of the terms and conditions of this insurance have been
fully complied with.
A person or organization may sue us to recover on an agreed settlement or on a final judgment
against an insured obtained after an actual:
• trial in a civil proceeding:or
• arbitration or other alternative dispute resolution proceeding:
but we will not be liabk for damages that are not payable under the terms and conditions of this •
insurance or Nat are in excess of the applicable Limits Of Insurance.
Other Insurance If other valid and collectible insurance is available to the insured for loss we would otherwise
cover under this insurance,our obligations are limited as follows.
Primary Insurance
This insurance is primary except when the Excess Insurance provision described below applies.
If this insurance is primary.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 the Method of
Sharing provision described below.
Excess Insurance
This insurance is excess over any other insurance,whether primary,excess,contingent or on any
other basis:
A. that is Fire,Extended Coverage,Builder's Risk,Installation Risk or similar insurance for
your work;
B. that is insurance that applies to property damage to premises rented to you or temporarily
occupied by you with permission of the owner:
C. if the loss arises out of aircraft,autos or watercraft(m the extent not subject to the Aircraft,
Autos Or Watercraft exclusion);
•
Loaam'y Insurance
Form 8e-02-2000(Rev 4-0I) Contrxt Page 22 of 32
CGeneral Liability
cmuss
• Conditions
Other Insurance D. that is insurance:
(continued) I. provided to you by any person or organization working under contract or agreement
for you;or
2. under which you arc included as an insured;or
E. that is insurance under any Property section of this policy.
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 such insured against such suit.If no other insurer defends,we
will undertake to do so,but we will be entitled to the insureds rights against all those other
insurers.
When this insurance is excess over other insurance,we will pay only our share of the amount of
loss,if any,that exceeds the sum of the total:
• anaunt that all other insurance would pay for loss in the absence of this insurance;and
• of all deductible and self-insured amounts under all 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 negotiated specifically to apply in excess of the Limits Of
Insurance shown in the Declarations of this insurance.
Method of Sharing
If all of the other insurance permits contribution by equal shares,we will follow this method also.
. Under this method each insurer contributes equal amounts until it has paid its applicable limits of
insurance or none of the loss remains,whichever comes first.
If any of the other insurance dues not permit contribution by equal shares,we will contribute by
limits.Under this method,each insurers share is based on the ratio of its applicable limits of
insurance to the total applicable limits of insurance of all insurers.
Premium Audit We will compute all premiums for this insurance in accordance with our rules and rates.
In accordance with the Estimated Premiums section of the Premium Summary,premiums shown
with an asterisk(*)are estimated prenuums and are subject to audit.
In addition to or in lieu of such designation in the Premium Summary,premiums may be designated
as estimated premiums elsewhere in this policy.In that case,these premiums will also be subject to
audit.and the second paragraph of the Estimated Premiums section of the Premium Summary will
apply.
Separation Of Insureds Except with respect to the Limits Of Insurance,and any rights or duties specifically assigned in this
insurance to the first named insured,this insurance applies:
• as if each named insured were the only named insured;and
• separately to each insured against whom claim is made or suit is brought.
•
Liability Insurance
Form 80-02-2000(Rev.4-01) Contract Page 23 of 32