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13-231.00 David Evans & Assoc: 2014 Survey ServicesAGREEMENT FOR PROFESSIONAL SERVICES David Evans and Associates, Inc. 2014 Survey Services THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and David Evans and Associates, Inc. hereinafter "Consultant, "jointly referred to as "Parties." IN CONSIDERATION of the terms and conditions contained herein, the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services and material to satisfactorily complete the attached Scope of Services. A. Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services, schedule and date of completion. The Scope of Services is attached hereto as Exhibit 1. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services, stop work and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill and resources necessary to perform the work and is familiar with all current laws, rules and regulations which reasonably relate to the Scope of Services. No substitutions of agreed -upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient compensation for its timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City furnished information. C. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant will accept modifications when ordered in writing by the City Manager or designee. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until December 315t, 2014. Either Party may terminate this Agreement for material breach after providing the other Party with at least ten Agreement for Professional Services Page 1 of 6 CoI.�-2�i days' prior notice and an opportunity to cure the breach. City may, in addition, terminate this Agreement for any reason by ten days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Consultant on a time and material basis in accordance with the attached scope of services and fee schedule, not to exceed $30,000. Consultant shall not perform any extra, further or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below stated address. City reserves the right to withhold payment under this Agreement which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services, City standards, City Code, and federal or state standards. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge, City Clerk Phone: (509) 921 -1000 Address: 11707 East Sprague Ave, Suite 106 Spokane Valley, WA 99206 Name: Marcus Reedy Phone: (509) 327 -8697 Address: 908 N Howard St, Ste 300 Spokane, WA 99201 6. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Consultant warrants that its designs, construction documents, and services shall confirm to all federal, state and Local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief, that it and its principals: I . Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three -year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (A)(2) of this certification; and 4. Have not within a three -year period preceding this application /proposal had one or more public transactions (federal, state, or local) terminated for cause or default. Agreement for Professional Services Page 2 of 6 B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. 8. Relationship of the Parties. It is understood, agreed and declared that Consultant shall be an independent contractor, and not the agent or employee of City, that City is interested in only the results to be achieved, and that the right to control the particular manner, method and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Consultant under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to RCW 42.56 or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera -ready originals of reports, reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, drawings, images or other material prepared under this Agreement, provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10. Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11. Insurance. Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: 1. Automobile liability insurance covering all owned, non - owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial general liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. City shall be named as an insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4. Professional liability insurance appropriate to Consultant's profession. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: Agreement for Professional Services Page 3 of 6 I. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for automobile liability, professional liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to City. Any insurance, self - insurance, or insurance pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2. Consultant shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Consultant. D. Acceptability oflnsurers. insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish acceptable insurance certificates to the City Clerk at the time Consultant returns the signed Agreement. The certificate shall specify all of the parties who are additional insureds, and will include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to City. Consultant shall be financially responsible for all pertinent deductibles, self - insured retentions, and /or self - insurance. 12. Indemnification and Hold Harmless. Consultant shall, at its sole expense, defend, indemnify and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants and employees to the fullest extent permitted by law, subject only to the limitations provided below. Consultant's duty to defend, indemnify and hold harmless City shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees. Consultant's duty to defend, indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of (a) City or City's agents or employees, and (b) Consultant, Consultant's agents, subcontractors, subconsultants and employees, shall apply only to the extent of the negligence of Consultant, Consultant's agents, subcontractors, subconsultants and employees. Consultant's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, City's personnel- related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection, and all other claim- related expenses. Agreement for Professional Services Page 4 of 6 Consultant specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Consultant's waiver of immunity under this provision extends only to claims against Consultant by City, and does not include, or extend to, any claims by Consultant's employees directly against Consultant. Consultant hereby certifies that this indemnification provision was mutually negotiated. 13. Waiver. No officer, employee, agent or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity ofthis Agreement or any part thereof. 14. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other Party. 15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Consultant may, from time to time, receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s) decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation (including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified or altered except in writing signed by the Parties hereto. 20. Anti - kickback. No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from any person with an interest in this Agreement. 21. Business Registration. Prior to commencement of work under this Agreement, Consultant shall register Agreement for Professional Services Page 5 of 6 with the City as a business. 22. Severabilitv. If any section, sentence, clause or phrase ofthis Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section. sentence, clause or phrase of this Agreement. 23. Exhibits. Exhibits attached and incorporated into this Agreement are: I. Scope of Services 2. Fee Schedule 3. Insurance Certificates "T "1' The Parties have executed this Agreement this/'" day o CITY OF SPOKANE VALLEY Mike Jacks AT ristine Bainbridge, City Clerk Consultant: • By: }-}. (1re704-y 18(..✓, sert /o., / foc Its: Authorized Representative , 20 APPROVED AS TO FORM: Office of 4 eCity A Agreement for Professional Services Page 6 of 6 Exhibit 1 Scope of Services 1. As requested by the Community Development Department, the Consultant will review proposals for short and long subdivisions, binding site plans, boundary line adjustments, street vacations, and right -of -way deeds and easements. When reviewing these documents, the Consultant will be verify the components below for completeness and accuracy, as applicable: • Plat Certificates • Survey data and boundary line closure • Hearing examiner's conditions of approval • Plat language • Required right -of -way dedication • Required easements • Legal descriptions and exhibits • Parcel ownership and grantor signatures All reviews shall be returned to the Community Development Department within five business days or as requested. Reviews shall include redlines and a list of corrections, inconsistencies and omissions. 2. Periodically, the Consultant may be asked to review other documents or perform other tasks. A detailed scope of services listing the requested work may be required and submitted as an addendum to the scope of services described above. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Exhibit 2 — Fee Schedule" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. ACORDTM CERTIFICATE OF LIABILITY INSURANCE 12/1/2014 DATE (MM /DD/YYYY) 11/20/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies, LLC -1 Kansas City 444 W. 47th Street, Suite 900 Kansas City MO 64112 -1906 (816) 960 -9000 CONTACT NAME: PHONE (A/C, No, Ext): E -MAIL ADDRESS: FAX (A/C, No): INSURER /SI AFFORDING COVERAGE INSURER A : Zurich American Insurance Company NAIC # 16535 INSURED DAVID EVANS AND ASSOCIATES, INC. 1334610 2100 SW RIVER PARKWAY PORTLAND OR 97201 INSURER B: St. Paul Fire and Marine Insurance Company 24767 INSURER c : Lexington Insurance Comnanv INSURER D : INSURER E : INSURER F : 19437 COVERAGES DEAINO1 CERTIFICATE NUMBER: 11061807 M POLICIES D CATED. NOTWITHSTANDING ANY REQUIREMENT O H ABOVE , TERM OR CONDITION OF ANY CONTRACT 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. POLICY EXP (MM /DD/YYYY) REVISION NUMBER: XXXXXXX INSR L A A TYPE OF INSURANCE GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY 1 CLAIMS -MADE © OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: PRO - -1 POLICY JECT LOC ADDL INSR Y SUW�BR N POLICY NUMBER POLICY EFF (MM /DD/YYYY) LIMITS GLO 9830389 12/1/2013 12/1/2014 EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP /OP AGG AUTOMOBILE LIABILITY X ANY AUTO _ AUTOS OWNED _ SCHEDULED NON -OWNED X HIRED AUTOS X AUTOS N N BAP 9830390 12/1/2013 12/1/2014 COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) $ $1,000,000 $ $300,000 $ $10,000 $ $1,000,000 $ $2,000,000 $ $2,000,000 $ $1,000,000 $ XXXXXXX BODILY INJURY (Per accident $ XXXXXXX PROPERTY DAMAGE (Per accident) B X UMBRELLA LIAR X OCCUR EXCESS LIAB CLAIMS -MADE A C DED I RETENTION $ N N ZUP- 12N36749 -13 -NF 12/1/2013 12/1/2014 EACH OCCURRENCE AGGREGATE WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below PROFESSIONAL LIABILITY YIN NIA N WC 9336626 12/1/2013 12/1/2014 (TORY LIMITS( IOFR E.L. EACH ACCIDENT $ XXXXXXX $ $1,000,000 $ $1,000,000 $ $500,000 E.L. DISEASE - EA EMPLOYEE $ $500,000 E.L. DISEASE - POLICY LIMIT $ $500,000 N N 013001600 12/1/2013 12/1/2014 PER CLAIM $1,000,000 ANNUAL AGGREGATE $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES /(Attach ACORD 101, Additional Remarks Schedule, if more space is required) REQUIRED RE: 0 SURVEY SERVICES. WRITTEN CITY OF SPOKANE VALLEY IS ADDITIONAL INSURED AS RESPECTS TO GENERAL LIABILITY, WHERE CERTIFICATE HOLDER CANCELLATION See Attachment 11061807 CITY OF SPOKANE VALLEY ATTN: GLORIA MANTZ 11707 EAST SPRAGUE AVE., SUITE 106 SPOKANE WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2010/05) ©9 8 -2010 AC ORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG 20 33 07 04 POLICY NO. GLO 9830389 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II - Who Is An Insured is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily inury", "property damage" or "personal and advertising injury" caused, in whole or in part by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: 2. Exclusions This insurance does not apply to: a. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. b. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or Miscellaneous Attachment : M460068 Certificate ID : 11061807 Includes copyrighted material of Insurance Services Office, Inc with its permission (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. POLICY NUMBER: GLO 9830389 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or. anization s : Location And Descri•tion Of Com.leted Operations Any person or organization to whom or which you are required to provide additional insured status in a written agreement to provide additional insured coverage Any location where you have agreed, through written contract, agreement or permit, to provide additional insured coverage for completed operations, except where such contract or agreement is prohibited by laws. Information re.uired to com•lete this Schedule if not shown above will be shown in the Declarations. Section II - Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard ". Miscellaneous Attachment : M460068 Certificate ID : 11061807 Includes copyrighted material of Insurance Services Office, Inc with its permission Policy Number: GLO 9830389 Policy Term: 12/01/2013 - 12/01/2014 Other Insurance Amendment - Primary and Non Contributory THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Clause 4. Other Insurance of Section IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is changed as follows: 1. The following is added to a. Primary Insurance: a. This insurance is primary as respects to an additional insured, where a written contract requires that it be: (1) primary; and (2) non - contributory. b. If a. applies we will not seek contribution from other insurance on which the additional insured is a Named Insured. 2. The following is added to clause b.(1)(a): That is available to an additional insured that provides coverage for the same: a. "occurrence "; b. claim; or c. "suit ". This clause does not apply: (1) To any policy in which the additional insured is a Named Insured; and (2) Where our policy is required by written contract to provide coverage to the additional insured on a: (a) primary; and (b) non - contributory basis. All other terms and conditions of this policy remain unchanged. U -GL- 1327 -A FL (04/09) Page 1 of 1 Miscellaneous Attachment : M460068 Certificate ID : 11061807 Includes copyrighted material of Insurance Services Office, Inc with its permission