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HomeMy WebLinkAboutDenise Duffy & Associates - Las Animas Business Park Focused EIRAGREEMENT FOR SERVICES a vl7- This AGREEMENT made this 8th day of June4between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Denise Duffy & Associates, having a principal place of business at 947 Cass Street, Suite 5 Monterey, CA 93940. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective upon execution and will continue in effect through completion of the EIR unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Payment Schedule ") " " B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. IVPAPP1740463.1 -1- 101207- 04706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "C ". B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "C ". No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." WPAPP1740463.1 -2- 101207- 04706083 ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend (1) Professional Liability To the fullest extent permitted by law, CONSULTANT shall defend through counsel approved by CITY, indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. (2) Other Liability To the fullest extent permitted by law, CONSULTANT shall defend through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence and aggregate. As a condition precedent to CITY'S 1VPAPP1740463.1 -3- 101207-04706083 obligations under this Agreement, CONSULTANT shall furnish evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; • CITY will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf, • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. 1VPAPP1740463.1 -4- 101207- 04706083 ARTICLE 7. TERMINATION OF AGREEMENT A. Termination on Occurrence of Stated Events This Agreement shall terminate automatically on the occurrence of any of the following events: 1. Bankruptcy or insolvency of either party; 2. Sale of the business of either party; 3. Death of either party. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: CONSULTANT'S failure to professionally and /or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work satisfactorily completed through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in WPAPP1740463.1 -$- 101207- 04706083 connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate the assumption of CONSULTANT's duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for WPAPP1740463.1 -6- 101207- 04706083 goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.I. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. WPAPP1740463.1 -%- 101207- 04706083 K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: Denise Duffy & Associates By: Name: Title: Social Security or Taxpayer Identification Number ` -7 0 505 � ZS Approved as to Form City Attorney IVPAPP1740463.1 -$- 101207- 04706083 CITY: Cl GILROY By: Name: Thomas J. Raglund Title: City Administrator EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit "B ", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Leianne Humble, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to satisfactorily complete the Services required herein. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e -mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Melissa Durkin shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has satisfactorily completed all of the Services, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has satisfactorily completed all of the Services and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not satisfactorily completed all of such Services, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "B ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. WPAPP1740463.1 -1- 101207- 04706083 Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS JXSJ OPT UVY CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well- organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. WPAPP1740463.1 -2- 101207- 04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.E of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. H. NOTICES. Notices are to be sent as follows: CITY: Melissa Durkin, Planner II City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 1VPAPP1740463.1 -3- 101207-04706083 CONSULTANT: Leianne Humble Denise Duffy & Associates 947 Cass Street, Suite 5 Monterey, CA 93940 I. FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. ✓ If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. WPAPP1740463.1 -4- 101207- 04706083 EXHIBIT "B" SCOPE OF SERVICES 1VPAPP1740463.1 -1- 101207- 04706083 PROPOSAL FOR THE LAS ANIMAS BUSINESS PARK FOCUSED EIR DENISE DUFFY & ASSOCIATES, INC. January4219, 2012 IMF In accordance with the request of the City of Gilroy, Denise Duffy & Associates, Inc. (DD &A) proposes to prepare a Focused Environmental Impact Report (EIR) on the Las Animas Medical Building Project (previously the GPS Medical Office Project), which is proposed at the intersection of Las Animas and San Ysidro Avenues in Gilroy, California. DD &A is currently under contract for preparation of an Initial Study /Mitigated Negative Declaration. Based upon the adoption of new California Environmental Quality Act (CEQA) thresholds by the Bay Area Air Quality Management District (BAAQMD), the City has chosen to utilize those thresholds and the project is anticipated to exceed one or more of those thresholds. A new project description/site plan was provided to DD &A in July 2011 and a revised traffic report in December 2011; therefore, this scope and budget for the EIR (and associated cost adjustment compared to the June 2010 budget) is necessary to update the graphics and project description and to revise the May 2010 Administrative Draft Initial Study accordingly. In addition, the traffic safety issue will be addressed within the focused EIR; therefore, this budget includes a task to add a traffic section to the EIR. The proposed project consists of 61,205 square feet of office buildings on a 6.13 -acre site, to be called the Las Animas Medical Building, adjacent to the intersection of Las Animas Avenue and San Ysidro Avenue within the City of Gilroy. The business park complex would be comprised of two single -story buildings, two two -story buildings, 200 parking spaces, access from Las Animas Avenue and access from San Ysidro Avenue, and landscaping in the form of 60 planted trees. DD &A will revise / update and submit the Administrative Draft Initial Study for the project, which will ultimately be attached to the Focused EIR. The Focused EIR will be prepared in an EIR format, as stipulated by California Environmental Quality Act (CEQA) Guidelines; however, the EIR will focus on the impact analysis of the project's potential air quality and climate change /greenhouse gas impacts and traffic /transportation. The EIR will consist of an abbreviated version of more standard all- encompassing EIRs. Using this approach, the Focused EIR will reference the Initial Study for all areas of impact analysis not included in the Focused EIR and provide detailed analysis of the potentially significant air quality and traffic safety effects. The following scope of work identifies the proposed tasks, schedule, and budget for preparation of the Focused EIR. The EIR will be prepared in accordance with the requirements of the CEQA and City of Gilroy requirements. 1. Project Initiation, Prepare Project Description and NOP (plus updates to the Initial Study) DD &A will initiate the project by consulting with the City and applicant, as required. DD &A will confirm the project schedule and project application deadlines. DD &A will conduct consultations by telephone, e-mail, and in- person meetings as needed in order to accomplish the work and the management of the project. The EIR will provide a project description, including project location, characteristics, objectives, and intended uses of the EIR. DD &A will also prepare a draft and final Notice of Preparation (NOP) for the EIR as needed. As part of this task, DD &A will update the existing Initial Study due to the following changes: 1. The above - referenced project description and site plan changes, 2. The changes in circumstances due to more than one year having transpired (including California Air Pollution Control Officers Association and Bay — Area ^;r Qtiality Management Dis ; �BAAQMD} CEQA guidance documents), and PROPOSAL FOR THE LAS ANIMAS BUSINESS PARK FOCUSED EIR DENISE DUFFY & ASSOCIATES, INC. January4219, 2012 DI)&A 3. The associated changes to the traffic analysis and conclusions in the analysis (Hexagon, December 2011). 2. Prepare Administrative Draft EIR DD &A will prepare an Administrative Draft EIR ( ADEIR) for the proposed project. The EIR will include a summary, description of the proposed project (described in Task 1), characterization of the environmental setting, a discussion of potential environmental impacts and appropriate mitigation measures, a discussion of potential cumulative impacts of the proposed project (specific to air quality /greenhouse gas emission issues), a discussion of potential growth inducing impacts of the proposed project, and a discussion of alternatives to the proposed project. DD &A will submit eight (8) hard copies of the ADEIR to the City for review and comment. EIR Summary The summary section will briefly describe the project, summarize impacts and mitigation, identify areas of public controversy, and outline project alternatives. Environmental Setting, Impacts, & Mitigation The EIR will describe the existing environmental conditions on the project site and assess potentially significant impacts resulting from implementation of the proposed project. The impact analysis will apply specific criteria for determining the significance of impacts, consistent with criteria set forth in the CEQA Guidelines and applicable local standards. Mitigation measures will be identified for each significant environmental impact identified in the EIR. As previously mentioned, the Focused EIR shall divert discussion of environmental setting and impact analysis to the project's Initial Study for every subject except the primary impact issues to be covered by the Focused EIR. The primary issues to be addressed in the proposed EIR are the project's potential air quality impacts, greenhouse gas emissions and climate change issues, and traffic and transportation. • Air Quality DD &A will prepare the air quality analysis for the project. Since the project was initiated, the BAAQMD has prepared and adopted an update to their CEQA Guidelines, a new greenhouse gas model, and provided guidance for assessing air toxic and hazards. Primary air quality issues associated with this project would be associated with impacts to regional air quality from indirect sources (i.e., project traffic generation) and temporary emissions of dust and vehicle /equipment exhaust from construction. Climate change is addressed separately below, including greenhouse gas emissions associated with project construction, and directly and indirectly from operation, as well as future potential effects of climate change on the project site and users. o Environmental Setting. Describe the existing ambient air quality standards (AAQS), all applicable regulations, rules, policies, and plans. Describe air quality conditions based on air quality monitoring data for the area published by the California Air Resources Board (CARB), and BAAQMD planning efforts to attain and maintain AAQS. o Consistency with Plans and Policies. Evaluate the project's consistency with the relevant air quality plans and describe nearby sensitive receptors, if any. o Assess operational impacts. New trip generation during project operation would result in PROPOSAL FOR THE LAS ANIMAS BUSINESS PARK FOCUSED EIR DENISE DUFFY & ASSOCIATES, INC. January 4219, 2012 DI)& A emissions of regional pollutants; therefore, this scope of work assumes includes quantification of these emissions using Urbemis 2007. The project would not be expected to be exposed to odors and would not emit odors. In addition, no sensitive receptors are located in close proximity, so construction of the project is not expected to result in a significant impact. Although site users may be subject to exposure to toxic air contaminants emanating from vehicles traveling on Highway 101, this exposure would not result in an unacceptable health risk, nor a significant CEQA impact, to the site users because the project would not meet the BAAQMD CEQA Guidelines definition of a sensitive land use. Sensitive individuals would not be at the site for more than several hours at a time, and not daily. The site would operate only nine hours per day and only weekdays. Therefore, the impact to the project site users /occupants due to proximity to Highway 101 is less than significant. The EIR and/or Initial Study will include additional information to support this qualitative analysis. o Assess construction impacts. New BAAQMD CEQA Guidelines require quantification of construction emissions. These emissions would be calculated using the URBEMIS2007 model and available construction information. This analysis of construction impacts would also be based on the potential for health and nuisance impacts and the level of dust control measures. DD &A shall identify reasonable and feasible mitigation to reduce any significant air quality impacts. A list of reasonable and feasible dust control measures would be developed to reduce construction- related air quality impacts. Measures to reduce exposure of sensitive receptors to diesel exhaust would be identified where prolonged construction activities near habitable places are proposed to occur. For construction, the applicant should submit a description of the construction activity and an estimated schedule for demolition, grading, infrastructure (trenching /paving), and building construction. A schedule for each phase has to be included in the model assumptions and should represent a worst -case scenario in terms of emissions per day, recognizing that these projects can take several years to build, but could occur in all at once. • Global Climate Change /Greenhouse Gas Analysis Increasing public awareness and general scientific consensus that global climate change is occurring have placed a new focus on CEQA as a means to address a project's effects on greenhouse gas (GHG) emissions. CEQA requires that lead agencies consider the reasonably foreseeable adverse environmental effects of projects considered for approval. Global climate change can be considered an "effect on the environment" and an individual project's incremental contribution to global climate change can have a cumulatively considerable impact. EIR will address this issue using readily available emission factors for construction emissions and emissions from energy and water usage and waste generation would be calculated given the anticipated electricity demand and other typical demand factors for similar projects at full buildout. In addition, the potential future direct and indirect physical environmental consequences of climate change that may affect the proposed project will be analyzed and disclosed. Area and mobile emissions of GHGs would be computed using the URBEMIS2007 model and BAAQMD Greenhouse Gas Model (BGM). Default inputs for the Bay Area would be used along with local information regarding transit, pedestrian, and bicycle modes of travel that would replace vehicle trips. Traffic generation estimates from Hexagon would be used in the analysis. The URBEMIS2007 output would be post processed with the BGM to develop annual emissions that include indirect sources such as natural gas, electricity use, water usage, and generation of solid waste (stored in landfills). PROPOSAL FOR THE LAS ANIMAS BUSINESS PARK FOCUSED EIR DENISE DUFFY & ASSOCIATES, INC. January4219, 2012 Im If GHG emissions are found to exceed the BAAQMD's thresholds, measures will be identified to reduce emissions. This mitigation will consist of a Greenhouse Gas Reduction Plan (Plan) provided by the applicant and prepared in accordance with the CAPCOA Greenhouse Gas Mitigation Quantification Report. The °Plan will contain a list of mitigation strategies proposed by the applicant, including GHG- reducing programs and project design features. DD &A will review the Plan and will submit comments on the Plan, including suggestions for additional mitigation measures, as applicable, and requests to demonstrate infeasibility for any measures not included in the Pplan. • Traffic /Transportation As requested by the City, DD &A will prepare a traffic and transportation section in the EIR to summarize the results of the December 2011 traffic analysis by Hexagon Transportation. This section will describe level of service effects from the introduction of project traffic as well as potential traffic safety and alternative transportation issues. • Cumulative Impacts The EIR will describe the cumulative impacts resulting from the project combined with other relevant projects in the area, based on consultation with the City. The cumulative analysis will be limited to impacts associated with air quality, climate change, and traffic - issues. Cumulative impacts in other areas are addressed in the Initial Study that will be an appendix of the EIR. • Growth Inducing Impacts DD &A shall include discussion of the potential for approval of the proposed project to result in growth inducing impacts in the EIR. • Project Alternatives DD &A will consult with City staff and the project applicant to determine a range of feasible alternatives based on the significant impacts of the proposed development (e.g., air quality /greenhouse gas /climate change, traffic). Project alternatives mare anticipated to include only the No Project Alternative and a Reduced Intensity Alternative. This section will identify an environmentally superior alternative, based on the number and degree of associated environmental impacts. 3. Prepare Draft EIR Upon conclusion of the City's review of the ADEIR, DD &A will revise the document based on staffs comments. Upon approval of the Draft EIR (DEIR) by the City, DD &A will print and submit 44y- t-wetwenty (520) hafdpAper copies of the DEIR to the City for public distribution, in addition to fifteen (15) paper copies of the Summary, and fifteen (15) CD copies to the State Clearinghouse to initiate the public review period. 4. Prepare Final EIR Upon conclusion of the 45 -day review period for the DEIR, DD &A will prepare the Final EIR (FEIR). This document will consist of an amendment to the DEIR, containing the following: List of individuals and agencies commenting on the Draft EIR. Written responses to comments received on the Draft EIR. PROPOSAL FOR THE LAS ANIMAS BUSINESS PARK FOCUSED EIR DENISE DUFFY & ASSOCIATES, INC. January 4219, 2012 IMF 3. Copies of letters received on the Draft EIR. 4. Revisions to the EIR text, as necessary. DD &A will submit the Administrative FEIR to the City for review and comment. Upon receipt of Icomments from City staff, DD &A will revise the document accordingly. DD &A will submit twee (25) i.ar ,.epic °one paper and one CD copy of the FEIR to the City for public distribution. NOTE: DD&A has allotted 28 hours of staff time for responding to comments on the EIR, as shown in the cost breakdown. This assumes a moderate number and complexity of comments on the Draft EIR. 5. Prepare Mitigation Monitoring Program A Mitigation Monitoring and Reporting Program (MMRP) will be prepared and submitted to the City prior to certification. The MMRP will identify responsibility, timing, funding, and reporting of mitigation measures identified in the EIR. 6. Prepare `otiee of Completion, CEQA Findings, Statement of Overriding Considerations Upon completion of the FEIR, T"' shall atieeefCompletion (NOG). in . or-d nee C-FQA guide inn DD &A will alse draft findings for the EIR to be used by the City in its final consideration of project approval. If necessary, DD &A will also draft a Statement of Overriding Considerations for the proposed project for the City's use in its final consideration of project approval. 7. Project Management This task consists of project management and agency coordination responsibilities, including correspondence, schedule/budget tracking, project oversight, and document production. This task also includes coordination with public agencies and various resource agencies during preparation of the EIR. 8. Meetings/Public Hearings (OPTIONAL) DD &A will attend public hearings on the EIR at the request of the City. The request for meeting attendance is not provided for within this scope and will be billed on a time - and - materials basis in accordance with the attaelied charge rates shown in the budget, attached —s (approximately $600 for each 1.5 -hour meeting). Schedule The Administrative Draft EIR will be completed approximately four weeks after receiving authorization to proceed. Completion of the Draft and Final EIRs is dependent upon the City's review time and the number of comments received during the 45 -day EIR public circulation period. It is anticipated that the EIR process will take approximately four to six months to complete. Budget DD &A will complete the scope of services for the EIR for a not -to- exceed cost of $45,714 as presented on the attached cost breakdown. EXHIBIT "C" PAYMENT SCHEDULE IVPAPP1740463.1 -1- 101207- 04706083 W Y m a d c N m m Q J i0 0 O a` 0 U Q D `o r 0 i� E n 3 E o E - o 3 o¢ � Q d p � a o v o 0 m � u N v 0 of m _ E — - u � _ O o �o m � O ` O E EL Y E o - a a a E a o E o E A _ v a o o 10 to N Y1 N M P O N �••� �D N O ID 00 tD N N l0 M 1� Lff Y1 M n 00 N a O O1 O M N tD d1 1� M n O M M to N V1 N M V1 N leloinse ri V} V} N VT Vf Vf VL V} N Al} V} O Ln a uollealslulwp n V V N N N r N V N N N ri O G O Ch s3l4deag /ls!lepadS Sl N N N N N 0 0 O N ;°. lauue aiel7oss Id °^ .-� N O . oo ao N N Cl � Cl Cl N v o 00 V* N N ja8eueVy 13afad Jolua O m .a v v N v v N N a N m° m v to oo n a; N V} to O f^+1 ls!I egad 2uuaau!2u3 JoluaS MLn V} N to 0 u 02 C 2 C' Y a t o J O 6 O O c m F Q 0) O J c C > 0) £ Q O u O Q' °' o o o c O U N C= C c t 0. C d c 0 0 0 3 e to m m' N c is m Y N 6 e0 e0 5 on d O H Ol L O l7 = no c m u u y = v y E E -0 m 1 cL = W E V ou j, b0 40 U • to N Ol m a+ E C C t0 C c C O 0 "` Y cO L C C c a` c '^ a m O 0 "0 0 c Q Y '- r y oco z w c o =o c d £ O •C Q C c O. �n to O m m c W O m d m m E c£ _ c .0 m C7 m m a v v_ Q p _ ¢ m •c :,o O Q o `� D z E d o 0 E o' E E o> v 0 c r c c V Q 0/ > E E ;; a o v w '> o£ V a> O E °« a C a a c ?) a c01c u y n o o v> w C7 m> w a w H v u a a � a C a 0 a s # sMstl ,mi - N M a m o n `o r 0 i� E n 3 E o E - o 3 o¢ � Q d p � a o v o 0 m � u N v 0 of m _ E — - u � _ O o �o m � O ` O E EL Y E o - a a a E a o E o E A _ v a o o ACOrIo TM CERTIFICATE OF LIABILITY INSURANCE Date 6 /2012YR) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Heffernan Professional Practices Insurance Brokers License No. 0564249 CONTACT Sherry Young NAME: AIC,No,Ext : 714- 361 -7700 A/C,No : 714- 361 -7701 EMAIL sherryy @heffins.com ADDRESS: 6 Hutton Centre Dr., Ste 500 Santa Ana, CA 92707 GENERAL L LIABILITY INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: Massachusetts Bay Insurance Co 22306 INSURER B: Hanover American Insurance Co 36034 Denise Duffy & Associates 947 Cass St., Ste 5 Monterey, CA 93940 INSURER C: Continental Casualty Co 20443 INSURER D: A CLAIMS -MADE F OCCUR INSURER E: ODF916991200 INSURER F: 09/01/12 MED EXP (Any one person) $5,000 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM /DD /YYYY POLICY EXP MM /DD/YYYY LIMITS GENERAL L LIABILITY EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY X -Sch DAMAGE TO RENTED PREMISES (Ea occurrence) $500,000 A CLAIMS -MADE F OCCUR ODF916991200 09/01/11 09/01/12 MED EXP (Any one person) $5,000 PERSONAL &ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L. AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP AGG $2,000,000 $ POLICY X PROJECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $Incl in GL BODILY INJURY (Per person) $ A ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS X NON -OWNED AUTOS ODF916991200 09/01/11 09/01/12 BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB id CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N X WC S LIMIT OTH- TORY LIMITS ER E.L. EACH ACCIDENT $1,000,000 B ANY PROPRIETOR/PARTNER/EXECUTIVE/ OFFICER/MEMBEREXCLUDED? ❑ N/A WZF916990600 09/01/11 09/01/12 (Mandatory in N.H.) E.L. DISEASE - EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 C PROFESSIONAL LIABILITY EEH276198480 11/05/11 11/05/12 Per Claim Aggregate $1,000,000 $2,.000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Projects as on file with the insured including but not limited to San Ysidro Medical Office. City of Gilroy, its officers, officials, agents and employees are named as additional insureds on the general liability policy, including the non -owned and hired auto liability-see attached endorsement. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010/05) ©1 -8 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City Of Gilroy Y rO y EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Melissa Durkin 7351 Rosanna St. AUTHORIZED REPRESENTATIVE Gilroy, CA 95020 ACORD 25 (2010/05) ©1 -8 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: ODF916991200 Insured: DENISE DUFFY & ASSOCIATES THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT Person or Organization: City of Gilroy, its officers, officials, agents and employees This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM I. Additional Insured by Contract, "personal and advertising Agreement or Permit injury "; Under SECTION II — LIABILITY, C. (2) To any person or organization Who Is An Insured, Paragraph 4. is included as an insured by an added as follows: endorsement issued by us and a. Any person or organization for made part of this Policy; whom you are performing (3) To any lessor of equipment: operations when you and such (a) After the equipment lease person or organization have agreed expires; or in writing in a contract, agreement or "bodily ", permit that such person or (b) If the injury organization be added as an "property damage" or additional insured on your policy. "personal and advertising Such person or organization is an injury" arises out of the sole additional insured only with respect negligence of the lessor; to liability for "bodily injury ", (4) To any: "property damage" or "personal and (a) Owners or other interests advertising injury' caused, in whole from whom land has been or in part, by: leased which takes place (1) Your acts or omissions; or after the lease for that land (2) The acts or omissions of those expires; or acting on your behalf, (b) Managers or lessors of but only with respect to: premises if: (3) "Your work" for the additional (i) The occurrence takes insured(s) at the location place after you cease to designated in the contract, be a tenant in that agreement or permit; or premises; or (4) Premises you own, rent, lease, (ii) The "bodily injury ", control or occupy. "property damage" or "personal and This insurance applies on a primary advertising injury" arises basis if that is required by the out of structural written contract, agreement or alterations, new permit. construction or b. This provision does not apply: demolition operations (1) Unless the written contract or performed by or on written agreement has been behalf of the manager executed or permit has been or lessor; or issued prior to the "bodily (5) To "bodily injury ", "property injury ", "property damage" or damage" or "personal and 391 -1586 02 11 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 1 of 4 advertising injury" arising out of primary and non - contributory, the rendering of or the failure to the following applies: render any professional If other valid and collectible services. This includes but is insurance is available to the not limited to any professional Additional Insured for a loss we services as an architect or cover under SECTION II — engineer arising out of any LIABILITY, Part A. Coverages, construction agreement or Paragraph 1., Business activities under which any Liability our obligations are insured or anyone acting on any limited as follows: insured's behalf provides or a. Primary Insurance provided service, advice, This insurance is primary expertise or work. Construction s other insurance that is includes, but is not limited to, available to the Additional the plan, conception, design, Insured which covers the build, construct, assembly, Additional Insured as a development, safety, erection, p y Named Insured. We will not formation, reconstruct, seek contribution from any rehabilitation, repair, or any other insurance available to improvement made to real the Additional Insured property. Construction also except: includes the hiring, supervision (1) For the sole negligence or management of any of these of the Additional activities. However, this Insured; exclusion does not apply to liability arising out of an (2) When the Additional insured's presence at a jobsite Insured is an Additional that was not caused by Insured under another professional activities listed in primary liability policy; the above paragraph. or c. Additional insured coverage (3) When b.(2) below provided by this provision will not be applies. broader than coverage provided to If this insurance is any other insured. primary, our obligations d. All other insuring agreements, are not affected unless exclusions, and conditions of the any of the other insurance is policy apply. also primary. Then, we will II. Additional Insured by Contract, share with all that other Agreement or Permit — Primary and insurance by the Non- contributory method described in b.(3) below. The following is added to SECTION III — COMMON POLICY CONDITIONS: b. Excess Insurance M. Other Insurance This insurance is excess over: 1. Additional Insureds (1) Any of the other If you agree in a written insurance, whether contract, written agreement or primary, excess, permit that the insurance contingent or on any provided to any person or other basis: organization included as an Additional Insured under SECTION II - LIABILITY, Part C — Who is An Insured, is 391 -1586 02 11 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 2 of 4 (a) That is Fire, When this insurance is excess Extended over other insurance, we will Coverage, Builder's pay only our share of the Risk, Installation amount of the loss, if any, that Risk or similar exceeds the sum of: coverage for "your (1) The total amount that all work "; such other insurance would (b) That is Fire pay for the loss in the insurance for absence of this insurance; premises rented to and the Additional (2) The total of all deductible Insured or and self- insured amounts temporarily under all that other occupied by the insurance. Additional Insured with permission of We will share the remaining the owner; loss, if any, with any other insurance that is not described (c) That. is insurance in this Excess Insurance purchased by the provision and was not bought Additional Insured specifically to apply in excess of to cover the the Limits of Insurance shown in Additional Insured's the Declarations of this liability as a tenant Coverage Part. for "property damage" to c. Method Of Sharing premises rented to If all of the other insurance permits the Additional contribution by equal shares, we will Insured or follow this method also. Under this temporarily approach each insurer contributes occupied by the equal amounts until it has paid its Additional Insured applicable limit of insurance or none with permission of of the loss remains, whichever the owner; or comes first. (d) If the loss arises out If any of the other insurance does of the maintenance not permit contribution by equal or use of aircraft, shares, we will contribute by limits. "autos" or watercraft Under this method, each insurer's to the extent not share is based on the ratio of its subject to Exclusion applicable limit of insurance to the g. of SECTION 11 — total applicable limits of insurance of LIABILITY, Part A. all insurers. Coverages, 1. Business Liability. III. Aggregate Limit of Insurance (Per Project) When this insurance is excess, we will have no duty under a. For purposes of the coverage SECTION 11 — LIABILITY, Part provided by this endorsement, D. A. Coverages, 1. Business Liability and Medical Expenses Liability to defend the insured Limits of Insurance under Section against any "suit" if any other II — Liability is amended by adding insurer has a duty to defend the the following: insured against that "suit ". If no other insurer defends, we will The General Aggregate Limit under undertake to do so, but we will D. Liability and Medical Expenses be entitled to the insured's rights Limits of Insurance applies against all those other insurers. separately to each of "your projects" or each location listed in the Declarations. 391 -1586 02 11 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 3 of 4 b. For purposes of the coverage provided by this endorsement F. Liability And Medical Expenses Definitions under Section II - Liability is amended by adding the following: a. "Your project' means: i. Any premises, site or location at, on, or in which "your work" is not yet completed; and ii. Does not include any location listed in the Declarations. IV. Blanket Waiver of Subrogation Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III — Common Policy Conditions is amended by the addition of the following: We will waive any right of recovery we may have against any person or organization when you have agreed in a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard ". 391 -1586 02 11 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 4 of 4