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HomeMy WebLinkAbout05182 - R W BECK UPDATED APPRAISAL OF WASTE WATER TREATMENT PLANT DOCUMENT TRACKING Page: 1 Report: One Document Detail October 3, 2007 Condition: Document Numbera5182, Document# Descrintion Annroval Date Expiration Date Closed Date A5182 Appraisal of wastewater treatment plan --not to exceed$18,500.00 10/31/2005 10/30/2006 Company Name: R W Beck Address: Contract Amt. Total Paid Balance Group: CITY MANAGER $18,500.00 $18,500.00 Service: In File xRef: CITY MANAGER Ins. Status: No Certificate on file. Document Tracking Items: Due Completed Tracking Amount Amount Code Item Description Date Date Date Added Paid under$25k CM may authorize S18,500.00 to CM for sig 10/31/2005 distrib to dept 11/01/2005 kdh note to Troy--OK TO CLOSE? 1 010 3/2 007 END OF REPORT '"* " ' n zr U n C] .% Xr- , e , �r i R W Beck Appraisal of WW treatment plant AGREEMENT#A5182 CITY OF PALM SPRINGS CM apprv'd 10-31-05 CONTRACT SERVICE AGREEMENT THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this 20th day of September, 2005, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City') and RW Beck (herein "Contractor"). The term Contractor includes professionals performing in a consulting capacity. The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. Contractor warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fullyset forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement,the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments,taxes,penalties or interest levied,assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Contract, Contractor states that Contractor(a)has thoroughly investigated and considered the scope of services to be performed; (b) has carefully considered how the services should be performed; and (c)fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. 1.6 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations underthis Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.7 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in(i)the Contract Sum,and/or(ii)the Agreement with RW Beck ORIGINAL 130 _ September 20,2005 AND/OR AGREEMENT I time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000;whichever is less,or in the time to perform of up to one hundred eighty(180)days may be j approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. 1.8 Special Requirements. Additional terms and conditions of this Agreement, jif any, which are made a part hereof are set forth in the Special Requirements attached hereto as Exhibit B and incorporated herein bythis reference. In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement, the provisions in Exhibit B shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the Schedule of Compensation attached hereto as Exhibit C and incorporated herein by this reference, but not exceeding the maximum contract amount of Eighteen Thousands Five Hundred Dollars($18,500.00)(herein Contract Sum), except as provided in Section 1.8. The method of compensation may include (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the :services, (iii)payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or(iv)such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings as set forth in Exhibit C; Contractor shall not be entitled to any additional compensation for attending said meetings. 2.2 Method of Payment. Provided that Contractor is not in default under the terms of this Agreement, in any month in which Contractor wishes to receive payment, no later than the tenth (1 oth)day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the invoice. City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s)established in the "Schedule of Performance"attached hereto as Exhibit"D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty(180) days cumulatively. 3.3 Force Majeure. The time period(s)specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Agreement with RW Beck September 20,2005 i I i i the Contractor, including, but not restricted to, acts of God or of the public enemy,unusually severe j weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the i Contractor shall within ten(10)days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay,and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and,conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this j Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement,this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1)year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D"). 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Nancy Hughes, ASA It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor,its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred or assigned, voluntarily or by operation of law, ,without the priorwritten approval of City. Any such unapproved transfer, shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available,to persons or entities with offices located in the Coachella Valley("Local Subcontractors"). Agreement with RW Beck September 20,2005 I Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors,if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by j placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. j4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor,its agents or employees, perform the services required herein, except as otherwise set forth herein. Contractor shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain,at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance; (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations.The Commercial General Liability Policy shall name the City of Palm Springs as additional insured in accordance with standard 150 additional insured endorsement form CG2010 (1185)or equivalent language. (b)Worker's Compensation Insurance. A policy of worker's compensation insurance in an amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $1,000,000 bodily and property damage. Said policy shall include coverage for owned, non- owned, leased and hired cars. (d)Additional Insurance. Additional limits and coverages, which may include professional liability insurance, will be specified in Exhibit"B". All of the above policies of insurance shall be primary insurance and issued by companies whose rating satisfies the requirements in Section 5.4 of this agreement. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers,employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date,submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the Citywith Certificates of Insurance, endorsements or appropriate ?agreement with RW Beck September 20,2005 insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements, or binders are approved by the City. The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in anywaythe extent to which the Contractor may be held responsible forthe payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them, and each of them, harmless from any and all actions, suits, claims, damages, losses, costs, penalties,,obligations, errors, omissions or liabilities (herein "claims or liabilities") resulting from injuries to persons or damages to property that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work,operations or activities of Contractor,its agents,employees,subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers,agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City.: 5.3 Sufficiencyof Insurer or Su Insurance or bonds required bythis Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best's Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City Manager due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement create an increased or decreased risk of loss to the City,the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. - - 5.4 Limitation of Liability.Contractor, including its officers, agents and employees, shall not be liable to City for any loss or damage to City in connection with the services provided by Contractor hereunder insofar as such loss or damage is the direct result of Contractor's reliance on inaccurate or incomplete City-provided documents relevant to the services provided by Contractor hereunder where City represents such documents to be accurate and complete. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated Agreement with RW Beck September 20,2005 herein or,if Contractor is providing design services,the cost of the project being designed,Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the j estimated increased or decreased cost related thereto and,if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required I 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents, solely in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractorwill be atthe City's sole risk and without liabilityto Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California,or any other appropriate court in such county. Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement,the injured party shall notify the injuring party, in writing, of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten(10)days of service of such notice and completes the cure of such default within forty-five (45)days after service of the notice, or such longer period as may be permitted by the injured party, provided that if the default is an immediate danger to the health, safety and general welfare,such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action,and such compliance shall not be a waiver of any party s right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. Agreement with RW Beck September 20,2005 i 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (1) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City,and (ii)all amounts forwhich City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event-that any claim is made by a third party,the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis fora claim of lien, City maywithhold from any payment due,without liabilityfor interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however,affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. A partys consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other j default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it,at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies,either party may tale legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default,to compel specific performance of this Agreement,to obtain declaratory or injunctive relief,or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Termination Prior to Expiration Of Term, This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time,with or without cause, upon ten(10)days written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at anytime,with or without cause, upon thirty(30)days written notice to City, except that where termination is due to the fault of the City,the period of notice maybe such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. Agreement with RW Beck September 20,2005 i i I I I 7.8 Termination for Default of Contractor. If termination is due to the failure of the Contractorto fulfill its obligations under this Agreement,City may,after compliance with the provisions jof Section 7.2,take over the work and prosecute the same to completion bycontract orotherwise,and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorneys'Fees. if either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in anyway connected with this Agreement,the prevailing parry in such action or proceeding, in addition to any other relief which maybe granted,whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have anyfinancial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. — -Contractor shall take affirmative action to insure that applicants are employed and that er 9ployeec afe treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid,first-class mail, in the case of the City,to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263. In the case of the Contractor, it should be addressed to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two(72)hours from the time of mailing if mailed as provided in this Section. Agreement with RW Beck September 20,2005 i I 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against eitherparty byreason i of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties.by an instrument in writing. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid prevision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrantthat(i)such party is duly organized and existing, (ii)they are duly authorized to execute and deliverthis Agreement on behalf of said party, (iii)by so executing this Agreement,such party is formally bound to the provisions of this Agreement, and(iv)the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. [SIGNATURE BLOCK ON NEXT PAGE] Agreement with RW Beck September 20, 2005 I I I IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of the date first written above jCITY OF PALM SPRINGS ATTEST: a municipal corporation Ci erk City Manager _ P LS PROVE AO FO/M: APPROVED BY CITY MANAGER sy: k- x �`i. �ne �� 1`d hoo. Awa�� CityAttornky \ CONTRALTO R.W. Beck, Incorporated Check one:_Individual_Partnership.-corporation 1001 Fourth Avenue,Suite 2500 eattle,WA 98154-1004 206}695-47 @y By: / Si nature notarized) Signature(notarized) Name: P19-1�1Q_14 4�• CaDf�'-91A) Name: Title: D) R9 —TOP OF Title: (This Agreement must be signed in the above space by This Agreement must be signed in the above space by one of the following: Chairman of the Board, President one of the following:Secretary, Chief Financial Officer or or any Vice President) any Assistant Treasurer) State of State of County of tTvZ'- -Css County of flss On oc.-I a)) I- rap ZA,0 before me, On before me, , personally appeared personally appeared Pc rci K personally known to me (or proved to me on the basis of personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s)is/are satisfactory evidence)to be the person(s)whose name(s)Is/are subscribed to the within Instrument and acknowledged to me that subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the instrument. person(s)acted,executed the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. Notary Signature: l 4 t G1 71 Notary Signature: Notary Seal: Notary Seal: LINDA L. ROSS STATE OF V7ASH10TON NOTARY--'-- PUBLIC MY COMMISSION EXPIRES 4-05-06 Agreement with RW Beck September 20,2005 I I I �I I IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of the date first written above CITY OF PALM SPRINGS ATTEST: a municipal corporation By. By: City Clerk City Manager APPROVED AS TO FORM: By: City Attorney CONTRACTOR: R.W. Beck. Incorporated Check one:_Individua(_Partnership Corporation 1001 Fourth Avenue,Suite 2500 ea ,WA 981 - 206)695-470 § : By: / Sig ture otarized) Signature(notarized) Name: �ct T 910 16 e, r2OI;E l n) Name: 5 G1- L �f r'LOPi-9-- Title: Q I'F-i=C1-D f- OF O PC9H-Tld/J S Title: I—E:-e _ 4'V'D y ldE PPt S r ot�l 7— (This Agreement must be signed in the above space by This Agreement must be signed in the above space by one of the following:Chairman of the Board, President one of the following:Secretary,Chief Financial Officer or or any Vice President) any Assistant Treasurer) Stateof10';5t'11Yl p/L ❑ State of`A), S1✓l County of 1<.'n ❑ss Countyof FCwt nss On 06-1-01,ae 11,' 00t! before me, On I0-28-Ih before me, -�-�o(Cl 1GSS personally appeared c i=tatAe -C(aJ'It personally appeared �akc tL'iA K. Oc-f0 ✓I! personally known to me (or proved to me on the basis of personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s)is/are satisfactory evidence)to be the persons)whose name(s)is/are subscribed to the within Instrument and acknowledged to me that subscribed to the within Instrument and acknowledged to me that helshe/they executed the same in his/her/their authorized he/$helthey executed the same in his/hedtheir authorized capacity(ies), and that by his/hedtfi it signature(s) on the capacity(les), and that by his/her/their signature(s) on the Instrument the person(s),or the entity upon behalf of which the instrument the person(s), or the entity upon behalf of which the persons)acted,executed the instrument. peson(s)acted,executed the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. Notary Signa ure.? Notary Signatur Lt Notary Seal: Notary Seal: LINDA L. ROSS STATE OF WASHINGTON LINDA L. ROSS NOTARY PUBLIC STATE OF WASH!NGTON VY COMMISSION EXPIRES 4-05-06 NOTARY • PUBLiG NY CCl,SMI3°10111 EXPIRES 4-06--CG Agreement with RW'Beck September 20,2005 , I i I I EXHIBIT "A" SCOPE OF SERVICES Contractor proposes to perform an update to the appraisal of the City's Wastewater Treatment Plant and Sewage Collection System that was previously prepared by Contractor in 2003. Contractor proposes to update their 2003 Appraisal Report by examining various indicators of value using the Cost Approach. The steps in applying the Cost Approach Include: I • estimating the cost of replacing the existing facilities with facilities of similar usefulness (reflecting current construction design and materials); and • deducting all sources of depreciation, including physical deterioration ('wear and tear') and functional and economic obsolescence. Functional obsolescence is the reduced ability of the facilities to perform the function they were originally designed and built for. Economic obsolescence refers to external forces that affect the ability of the facilities to continue to perform. The appraisal will be a limited appraisal as defined in the Uniform Standards of Professional Appraisal Practice. Upon receiving authorization to proceed, Contractor will meet with City and the operator of the City's Wastewater Treatment Plant to identify any significant additions and retirements to the facilities since the date of the 2003 Appraisal Report. The Original Cost Less Depreciation (OCLD) and Reproduction Cost New Less Depreciation (RCNLD) values will be developed using a trended cost approach based on the results of the previous appraisal analysis, with an amount deducted for depreciation based on the age of the facilities, at the date of valuation (September 2005). The value of land and easements will be estimated based on a recent appraisal of property sold by the City's Airport to the Wastewater Treatment Plant. City will identify and provide Contractor a list of all land and easements to be included in the appraisal. Contractor will provide an opinion letter to the City stating the estimated value of the wastewater system as of the date of valuation based on the analyses performed. Agreement with RW Beck September 20,2005 CONTRACTOR'S QUALIFICATIONS R.W. Beck, Inc., is an independent firm of engineers and consultants providing professional services in the fields of operations, planning, organization, financial analyses, engineering design, construction management and other matters related to water, electric, gas, wastewater and solid waste utilities. The firm has extensive I experience in the utility industry including valuation and appraisal of utility and industrial property. Since it was founded in 1942, R.W. Beck has been involved in property valuation. The firm has provided appraisal reports for a wide range of sizes and types of utility property. I Key Staff I j Contractor proposes to assign the following key staff in the performance of this project: I n {8'._ncy Hughes, . . - Ms. Hughes has worked in the public utility industry since 1977 specializing in utility rates and regulation, depreciation and valuation. She has testified as an expert witness on these issues before federal and state regulatory commissions, city councils and courts of law. In the area of utility rates and regulation, Ms. Hughes is responsible for conducting and analyzing revenue requirements, cost-of-service and rate-design studies for electric, gas, telephone and solid waste industries. She has also been active in utility merger and acquisition cases before federal and state regulatory agencies. hinChristo Ndr. Christopher has over 24 years of experience as a project manager or project engineer in providing planning, design, construction management, and value engineering services for a variety of new, expanded, and/or retrofitted water and wastewater facilities. His extensive background includes all phases of project development form the initial conceptual planning stage through the construction contract administration phase. Mr. Christopher is a registered Civil Engineer in the State of California. Vaul Johnson, P.E. Mr. Johnson worked with Ms. Hughes and Mr. Christopher on the 2003 Appraisal Report of the Wastewater Treatment Plant and Sewage Collection System. Mr. Johnson is a registered Civil Engineer in the State of California. Agreement with RW Beck September 20,2005 I I I I EXHIBIT "B" SPECIAL REQUIREMENTS i I I 1. No Special Requirements are Necessary. Agreement with Rw Beck September 20,2005 I l l I I EXHIBIT"C" SCHEDULE OF COMPENSATION Contractor agrees to perform all services described herein for a fixed not-to-exceed price of $18,500. This price includes all direct expenses required to complete the project Contractor agrees to work with City until its services culminate in an opinion letter as described in Exhibit "A". Contractor shall submit invoices to the City as work is completed. City shall pay Contractor pursuant to Section 2.2 of this Agreement. In no event shall Contractor's invoice amount exceed the maximum percentage allocation bytask as set forth below: Availability & Fees Contractor will perform the following services in connection with the Project, working at all times in close cooperation with the City's staff and its other consultants and advisors. 1. Contractor is prepared to begin work upon City's acceptance of this proposal. The study will be completed in accordance with a schedule established jointly with the City. Contractor understands that the City would like the study completed by late October 2005. 2. The fee for professional services will not exceed $18,500, including direct expenses. 3. This fee is based on the following conditions: a. Availability of all necessary information from the City in a timely manner. b. Attendance at not more than one (1) meeting at the City. Preparation for and attendance at additional meetings will be billed according to Contractor's Standard Billing Rate Schedule a copy of which is attached. c. If the project is delayed due to circumstances over which we have no control, Contractor may request reimbursement for time and expenses incurred beyond a reasonable date. Costs will be based on Contractor's then-current billing rate schedule. 4. One draft submittal of the report based on information provided by the City. Time and expense involved in revising tables and assumptions due to changes in information or in preparing additional draft reports constitute additional services. 5. In addition to the services provided under this proposal, the City may authorize Contractor to perform additional services for which the City will compensate Agreement with RW Beck September 20, 2005 i I I IContractor based on our hourly rates at the time the work is performed, plus direct expenses. Meetings in excess of the one meeting Changes in project scope Delays in project schedule m Any other services not specified 6. If the project is terminated for any reason, Contractor will be reimbursed for professional services and direct expenses incurred up to the time we receive notification of such termination. Additional Services Additional services requested by the City will be provided on the basis of hours of service furnished multiplied by Contractor's current billing rates plus expenses directly chargeable to the project. R.W BECK, INC. BILLING RATE SCHEDULE 2005 Standard Billing Rate Billina Class Slhnur Description 5 70.00 6 84.00 Office and Technical 7 98.00 Support Staff 8 112.00 9 126.00 10 140.00 Analytical and 11 154.00 Engineering Staff 12 168.00 13 182.00 14 196.00 Project Managers and 15 210.00 Consultants/Engineers 16 224.00 17 238.00 18 252.00 Principals and 19 266.00 Senior Level 20 280.00 Consultants/Engineers 21 294.00 22 308.00 Note: Nancy Hughes and John Christopher are currently billed at the Class 15 rate; Paul Johnson is currently billed at the Class 8 rate. Other staff who may work on the project are billed at the appropriate class billing rate. Agreement with RW Beck September 20,2005 Payment Fees will be billed monthly for the preceding month, and will be payable within 30 days of the date of the invoice. A late charge of 1 percent per month is applied to balances unpaid after 30 days. Agreement with RW Beck September 20,2005 i EXHIBIT "D" SCHEDULE OF PERFORMANCE Time is of the essence of this agreement. CONTRACTOR shall perform all services hereunder as expeditiously as is consistent with professional skill and care, as well as the orderly progress of the Project work so as not to be the cause, in whole or in part, of delays in the completion of the Project or in the achievement of any Project milestones, as provided herein. Specifically, CONTRACTOR shall perform its Services so as to allow for the full and adequate completion of the Project within Sixty (60) days of receipt of a notice to proceed. If at any time it appears that the project cannot be completed by the date specified, CONTRACTOR shall notify CITY of that fact and provide an estimate of the time when the project will be completed. If CONTRACTOR has been the sole source of delay, and if completion of the project would be expedited by use of other or additional consulting services, CITY may use the retained amounts for the purpose and shall be relieved of paying such retention to CONTRACTOR. If the CONTRACTOR's work is not satisfactory, CITY has the right to take appropriate action, including but not limited to: (1) meeting with the CONTRACTOR to review the quality of the work and resolve matters of concern; (2) requiring the CONTRACTOR to perform the work at no additional fee until it is satisfactory; (3) suspending the delivery of further work to the CONTRACTOR for an indefinite time; (4) withholding payment; or(5)terminating the Agreement as set forth in Section 7.5. Project Schedule Commence Project: September 20, 2005 Draft Opinion Letter Submitted to City for Review: October 31, 2005 Final Opinion Letter Submitted to City: November 7, 2005 Agreement with RW Beck September 20,2005 11/01/2005 10:57 2068929201 AED PAGE 02/05 client#: 09710 RWBECKiNC AQ0RQ- CERTIFICATE OF LIABILITY INSURANCE 10,;f05°A PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Seattle Office ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE AMD Insurance&Financial Services HOLDER,THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 601 Union Street Suite 3310 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, Seattle,WA 98101 INSURERS AFFORDING COVERAGE NAIC# INSURED INSUREAA: 7WIn City Fire Insurance Company R.W.Sock Inc. INSURER B: Lexington Insurance Company 1001 Fourth Avenue Suite 2500 NsuRER c: Travelers Property Casualty Co.of A Seattle,WA 98 1 54-1 0 04 INSURER D: INCURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. WR N TYPEOFINSURANCE POLICY NUMBER pTCY EFF pTIYE POLIIC E%PpRATION LIMITS A GENERAL LIABILITY 52UUNTg6989 07101/05 07/01/06 EACH OCCURRENCE $1 000 000 x OAMAG TO RENTEp COMMERCIAL GENERAL LIABILITY 1300,000 CLAIMS MADE ER OCCUR MED EXP fAny AA&person G1 O 000 PERSONAL&AOV INJURY $1 ODD 000 GENERAL AGGREGATE 12 000 000 GEN'L AGGREGATE LIMIT APPLIES PER; PRODUCTS,COMPIOP AGO 92000000 POLICY PRO LOU C AUTOMORILELIABILITY P81053205822TILDS 07/01/05 07101106 COMBINED SINGLE LIMIT $1,000,000 X ANY AUTO (Ea eeeldwil ALL OWNED AUTOS BODILY INJURY f SCHEDULED AUTOS (Per Pareen) x HIRED AUTOS EDGILY INJURY $ x NON-OWNED AUTOS (Porecddenq PROPERTY DAMAGE f (PWACdIddH) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT 0 ANY AUTO OTHER THAN EA AOC f AUTO ONLY: AGG $ EXCESS/UMBRELLA UADILTTY EACH OCCURRENCE S OCCUR CLAIMS MACE AGGREGATE S S DEDUCTIBLE S F:ETENTIPN S f A WORKERSCANPENSATIUNANO 52WENZ8302 07/01/05 07/01106 x wcBrATu. oiH- EMPLOYERO'LIAMILI Y El.EACH ACCIDENT $1 000 000 ANY PROPRIETOR/PARTNER/EXECUTIVE OFNCERIMEMSER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $1 000 090 II Yee,deae&Wunder F,L CISEASE.POLICY LIMIT $1000,000 SPECIAL PROVISIONS eobw B OTRER Professional 5139774 07/01/OS 07/01/06 $1,000,000 Each Occ. Liability $1,000,000 Ann.Agg. DESCRIPTION OF OPERATIONS I60CATTONO I VEHICLES I EX04VSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Project:Appraisal Update Of Wstwtr Treatmnt Plant&Sewage Collection System jSeattla) City of palm Springs Is Primary Additional Insured as respects the referenced project. Waiver of Subrogation is included. CERTIFICATE HOLDER CANCELLATION It nay Notice for NowftyMant of PreMium JDATE Y OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE ExPIRATION City of Palm Springs EOF,THE ISSUINOINSURER WILL ENDEAVOR TO MAIL 'D, DAYS WRIREN Attn.:Marilynn Hannon THE CERTIFICATE NOLOER NAMED TO THE LEFT,BUT FAILURE TO DO 80 SHALL 3200 E,Tahtluitz Canyon Way OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR P„O.BOX 2743TATNE6.Palm Springs, GA 92263-2743 ED REPRBSE TAME ACORD 25(2001109)1 of 2 #S733283/M710360 RWBECKINC N2M 0 ACORD CORPORA710M 1988 11/01/2005 10: 57 2068929201 ABD PAGE 03/05 POLICY NUMBER: UUNTd.69&9 Issued to R.W. Beck, Inc. THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT OR AGREEMENT - OPTION IV This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Parson(s) Designated Project(s) or Location(s) Or Or anlzation s : Of Covered Operations The City of Palm Springs Appraisal Update of Wstwtr Treatmnt Plant& Sewage Collection System Information required to complete this Schedule if not shown above will be shown in the Declarations. A. Section II , Who Is An Insured is amended to a. The written contract or agreement include as an additional insured the person(s) or requires you to provide such coverage to organization(s) shown in the Schedule above such additional insured at the project(s) with whom you agreed in a written contract or or location(s) designated in the written agreement to provide insurance such as Schedule; and is afforded under this policy, but only with b. This Coverage Part provides coverage respect to liability for "bodily injury", "property for "bodilyinjury" or " damage" or "personal and advertising Injury" � i �" property damage" arisin out of included within the "products-completed g your acts or omissions or the acts operations hazard". or omissions of those acting on your behalf: 1. In the performance of your ongoing B. The insurance afforded to these additional insureds applies only: operations for such additional insured at the project(s) or location(s) designated in the 1, If the "occurrence" or offense takes place Schedule; subsequent to the execution of such written 2. In connection with your premises owned by contract or written agreement;and or rented to you and shown in the Schedule; 2 While such written contract or written or agreement is in force, or until the end of the 3, in connection with "your work" for the "policy period,"whichever is earlier. additional insured at the project(s) or C. With respect to the insurance afforded to these location(s) designated in the Schedule and additional insureds under this endorsement, the included within the "products-completed following additional exclusion applies: operations hazard", but only if-- Form HS 24 83 ps P5 Page 1 of 3 ® 2005, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) 11/01/2005 10:57 2068929201 pBD PAGE 04/05 This insurance does not apply to "bodily injury", a. Immediately send us copies of any "property damage" or "personal and advertising demands, notices, summonses or legal injury" arising out of the rendering of or the failure papers received in connection with the to render any professional architectural, claim or"suit' engineering or surveying services by or for you, b. Authorize us to obtain records and other Including' information; 1. The preparing, approving, or failing to prepare c. Cooperate with us in the investigation or or approve maps, shop drawings, opinions, settlement of the claim or defense against reports, surveys, field orders, change orders, the"suit"; and designs or specifications;and d. Assist u5, upon our request, in the 2. Supervisory, inspection. architectural or engineering activities. enforcement of any right against any person 9 9 or organization which may be liable to the D. Now Limits Apply To Additional Insureds insured because of injury or damage to The most we will pay on behalf of the additional which this Insurance may also apply. insured shown in the Schedule is the lesser of: 4. Obligations At The Additional Insureds 1. The limits of insurance specified in the written Own Cost contract or written agreement; or No additional insured will, except at that 2. The Limits of Insurance shown in the insured's own cost, voluntarily make a Declarations, payment, assume any obligation, or Incur any expense, other than for first aid, without our Such amount shall be a part of and not in addition consent, to Limits of Insurance shown in the Declarations g, Additional Insureds other Insurance and described in this Section. F, Duties Of Additional insureds In The Event Of If we coder a claim or "suit" under this Occurrence,Offense, Claim Or suit Coverage Part that may also bee by additional other Insurance available to the additional The Duties Condition in Section IV - Conditions insured, such additional insured must submit is replaced by the following and applies to the such claim or "suit" to the other insurer for additional insured shown in the Schedule; defense and indemnity. 1, Notice of Occurrence Or Offense However, this provision does not apply to the The additional insured must see to it that we extent that you have agreed in a written are notified as soon as practicable of an contract or written agreement that this "occurrence or an offense which may result in insurance is primary and non-contributory with a claim. To the extent possible, notice should the additional insured's own insurance. include: 6. Knowledge Of An Occurrence, Offense, a. How, when and where the"occurrence" or Claim Or suit offense took place; Paragraphs 1. and 2. applies to the additional b. The names and addresses of any injured Insured only when such "occurrence",offense, persons and witnesses;and claim or"suit" is known to: c. The nature and location of any injury or a. The additional insured that is an damage arising out of the "occurrence"or individual; offense, b. Any partner, if the additional insured is a 2. Notice Of Claim partnership; if a claim is made or "suit" is brought against c. Any manager, if the additional insured is a the additional insured, the additional Insured limited liability company; must: d. Any "executive officer" or insurance a. Immediately record the specifics of the manager, if the additional insured is a claim or"suit"and the date received; and corporation; b. Notify us as soon as practicable, e, Any trustee, if the additional insured is a The additional insured must see to it that we trust;or receive written notice of the claim or "suit" as f. Any elected or appointed official, if the soon as practicable, additional insured is a political subdivision 3, Assistance And Cooperation Of The or public entity. Insured The additional insured must: Page 2 of 3 Form NS 24 83 06 05 11/01I2005 10:57 2068929201 ABD PAGE 05105 F. Other insurance e. Property Damage to Borrowed With respect to insurance provided to the Equipment Or Use Of Elevators additional insured shown in the schedule, the If the loss arises out of"property damage" Other Insurance Condition Section IV - to borrowed equipment or the use of Conditions is replaced by the following: elevators to the extent not subject to 1, Primary Insurance Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage a. Primary Insurance When Required By Liability; or Contract f. When You Are Added As An Additional This insurance is primary if you have Insured To Other Insurance agreed in a written contract or written agreement that this insurance be primary. That is any other insurance available to If other Insurance is also primary, we will you covering liability for damages arising share with all that other insurance by the out of the premises or operations, or method described in 3. below. products and completed operations, for which you have been added as an b. Primary And Non-Contributory To additional insured by that insurance. Other Insurance When Required By Contract When this insurance is excess, we will have no duty under Coverages A or B to defend the If you have agreed in a written contract or insured against any "suit" if any other insurer written agreement that this insurance is has a duty to defend the insured against that primary and non-contributory with the ^suit". If no other insurer defends, we will additional insured's own insurance, this undertake to do so, but we will be entitled to insurance is primary and we,wiN not seek the insured's rights against all those other contribution from that other insurance, insurers. Paragraphs a, and b. do not apply to other When this insurance is excess over other insurance to which the additional insured has insurance, we will pay only our share of the been added as an additional insured or to amount of the loss, if any, that exceeds the other Insurance described in paragraph 2. sum of: below. a. The total amount that all such other 2. Excess Insurance insurance would pay for the loss in the This insurance is excess over any of the other absence of this insurance; and insurance, whether primary, excess, b, The total of all deductible and self-insured contingent or on any other basis: amounts under all that other insurance. a. Your Work We will share the remaining loss, if any, with That is Fire, Extended Coverage, Builder's any other insurance that is not described in Risk, Installation Risk or similar coverage this Fxcess Insurance provision and was not for"your work"; bought specifically to apply in excess of the b. Premises Rented To You Limits of Insurance shown in the Declarations That is fire, lightning or explosion of this Coverage Part. insurance for premises rented to you or 3. Method Of Sharing temporarily occupied by you with If all of the other insurance permits permission of the owner; contribution by equal shares, we will follow c. Tenant Liability this method also. Under this approach each insurer contributes equal amounts until it has That is insurance purchased by you to paid its applicable limit of insurance or none of cover your liability as a tenant for the loss remains, whichever comes first, "property damage" to premises rented to you or temporarily occupied by you with if any of the other insurance does not permit permission of the owner; contribution by equal shares, we will d. Aircraft,Auto Or Watercraft contribute by limits. Under this method, each Insurer's share is based on the ratio of its If the loss arises out of the maintenance applicable limit of insurance to the total or use of aircraft, "autos" or watercraft to applicable limits of insurance of all insurers. the extent not subject to Exclusion g, of Section I — Coverage A — Bodily Injury And Property Damage Liability; Foram HS 24 83 06 05 Page 3 of 3