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HomeMy WebLinkAboutAGMT - Fieldman, Rolapp & Associates Inc (Financial Forecast Model)PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 H Fieldman, Rolapp & Associates, Inc. Anna V. Sarabian, Principal 19900 MacArthur Blvd., Suite 1100, Irvine, CA 92612 949 - 660 -7308 This Professional Service Agreement ( "the Agreement') is made as of October 20, 2017 (the "Effective Date "), by and between Fieldman, Rolapp & Associates, Inc. ( "Consultant'), a California corporation, and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). 1 RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ( "Services ") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manger may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of one year unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more 2 than $30,000. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit'A. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24 -hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Anna V. Sarabian, Principal, is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit 3 in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 -6379 Attn: City Manager To Consultant: Fieldman, Rolapp & Associates 19900 MacArthur Blvd., Suite 1100 Irvine, CA 92612 Attn: Anna V. Sarabian 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 0 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim /aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect 5 coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self- insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, 0 employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non - discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 7 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code § §1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited 'conflict of interest' under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, 9 the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH 0 Attest: 0 Approved as to Form: By: Craig A. Steele, City Attorney CONSULTANT By. Namjt,2/4a�- Y• �� �i.�t�e� Its: T Its: 'C+Ct� N FIELDMAN I ROLAPP & ASSOCIATES 1 bem it no mbriirateJor "penen&.. DEVELOPING FINANCIAL FORECAST MODELS AND QUANTITATIVE ANALYSES In the course of our practice, we provide clients with financing plans and financial modeling on a regular basis across the entire spectrum of public finance. In developing quantitative models for our clients, we have some guidelines. 1. We have no pre- conceived notions on the outcome of the model; each client is different and strategies and structures which work for one may not work for others. We will create a Financial Model for the City that meets Seal Beach's specific needs and expectations, not something that is a derivative of other work. 2. Models are developed from scratch and on a ubiquitous platform, such as Microsoft Excel©. 3. Models are created through multiple iterations so that staff has input to allow ease of use for the client. 4. Work - products, including models, are the property of our clients and are provided in usable form. S. When models are developed for client use: a. Inputs are placed in close proximity and labeled (often with color) as variable inputs. b. Instructions are provided for the client's use of the model. c. Cells that do not serve as input are "locked" to avoid unintentional damage to the model. 6. Models are structured with initial pages of summary information and results and subsequent pages providing more detailed back up. 7. Models are structured by individual team members and audited internally by other team members to assure consistency and accuracy. Specifically for Seal Beach our approach will be as follows: 1. Develop a thorough understanding of the objectives of the City with respect to its capital program, finances, and organizational structure. We will work closely with Staff to understand capital and financial objectives and risk tolerances. Additionally, we will review five years of historical operating results by analyzing audits, studying operating and capital budgets and lastly thoroughly reviewing and understanding the capital improvement plan. 2. Structure a financial model that provides financial metrics and ratios as outputs in addition to the pure cost of the CIP. This allows the City to view funding comparisons based upon a standardized set of outcomes for ease of comparison. -3- FIELDMAN I ROLAPP & ASSOCIATES 7lxn it w mbsrinnr for rrperionrc. PROPOSED SCOPE OF WORK The following scope of work and cost proposal provides our approach to this engagement. We view the engagement to be accomplished in four phases: (i) developing a base 5 -year financial forecast model that is flexible to manage changes in the CIP, assumptions and compare alternative funding sources; (ii) scenario analysis that evaluates how different combinations of scenarios impact the City's financial performance; (iii) preparing a presentation that summarizes the results describing the model outputs and financial issues the City will be facing; and (iv) participating in staff and City Council meetings to discuss the results on the Financial Model. Base Financial Forecast Model The City needs a way to forecast revenues and expenses to determine what opportunities there are to create a sustainable budget under changing economic and operating environments. FRA will develop a 5 -year budget base forecast which will set the basic assumptions of the City's Financial Model based on the best projections of what will happen in the future if no action is taken to effectuate change. The inputs to the base model will include: • Information related to actual revenues and expenses from past City budgets. • Identification and determination of growth rates for each revenue and expense, focusing on key budget drivers. Growth rates will drive the forecast and are based on historical growth, known changes in the near future (e.g., service or labor agreements), inflation projections, or third -party projections (e.g., CalPERS, HdL, etc.). • Order revenues and expenses to match the City's budget presentation. • Incorporate all of this information into the Financial Model in order to forecast the City's budget assuming no major changes in policy or staffing. Scenario Analysis Once we have created the base forecast model, we will work with City staff to develop potential changes in the way the City does business that can address projected budget fluctuations. We will evaluate how different combinations of scenarios impact the City's financial performance. Specifically, in this phase, we will work with the City to identify and explore the impact from potential budget scenarios to be added to the Financial Model. Such scenarios may include but will not be limited to: • Impact of recession on City revenues /expenses. • Impact of voter - approved taxes: • Sales tax • Parcel tax -4- FIELDMAN I ROLAPP & ASSOCIATES 77nw it no nbuintrfnr nprrirnm. o Assessment Charge • Change in City staffing levels or service levels. • Changes in benefits packages. • OPEB benefits changes. • New revenue /expense sources. The Financial Model will allow for the inclusion or exclusion of these scenarios to determine what combination of actions would result in potential balanced future budgets. The objective will be to identify any positive actions the City could consider now that would enhance its future budget position. The City will be able to compare a variety of scenarios and the resulting outcomes. Summary of Results As we go through the Financial Model, we will prepare periodic PowerPoint presentations or Memorandums to discuss the model results and financial issues the City will be facing with City staff in order to highlight how various actions can impact projected budget results. The PowerPoint presentations or brief memorandums will be focused on the preliminary results and an explanation of the implications of certain actions or the lack of such. We will provide a final PowerPoint presentation at the conclusion of the engagement. Participation in Meetings with City Staff and the City Council We are prepared to participate in meetings with City staff, management, and /or the City Council, as requested by the City. During the meetings, FRA will explain the model and the underlying assumptions, develop an understanding of the various perspectives of the City's stakeholders, and provide regular updates and feedback on budget forecast issues. COST PROPOSAL For creating a 5 -year financial forecast model, plus all of the work associated with staff and Council presentations, we propose to be compensated hourly based on our current hourly rates provided in the table below, plus out -of- pocket expenses. HOURLY RATE TABLE Principal $305 Per Hour Senior Vice President $290 Per Hour Vice President $260 Per Hour Assistant Vice President $220 Per Hour Senior Associate $175 Per Hour -5- FIELDMAN I ROLAPP & ASSOCIATES llmw a no mbsti nurfar npenrnrr. Associate $145 Per Hour Analyst $100 Per Hour Administrative Assistant $85 Per Hour Clerical $45 Per Hour Hourly Compensation will be billed on a monthly basis. Depending upon the number of meetings and presentations to the Executive Committee and /or Council, we estimate services related to the Financial Plan development to range between $25,000 and $30,000, but we will invoice the City hourly plus expenses for the actual time and expenses incurred on the engagement. Our proposed not -to- exceed amount is $30,000. Expenses Expenses will be billed for separately and will cover, among other things, travel, lodging, subsistence, overnight courier, conference calls, and computer charges. Advances made on behalf of the City for costs of preparing, printing or distributing disclosure materials or related matter whether by postal services or electronic means, may also be billed through to the City upon prior authorization. -6- A Ol � ® CERTIFICATE OF LIABILITY INSURANCE Ds /zz /zo ) 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 endomement(s). PRODUCER Millennium Corporate Solutions License (( OL12555 5530 Trabutco Road Irvine CA 92620 CONTACT June Smith NAME: PHONE . �tl. (949) 679 -6606 FAX Nn): (949)679 -6706 EMAIL com _A_DDRESS:jlarson@mcsins. INSURER(S) AFFORDING COVERAGE NAIC p INSURER A:Hanoyer Insurance 22292 INSURED Fieldman, Rolapp S Associates, Inc. 19900 MacArthur Blvd. ((1100 Irvine CA 92612 -2445 INSURER B:Underwriters at Ll0 ds 115792 INSURER C: INSURER D: J Larson - Smith /JANI INSURER E: EACH OCCURRENCE INSURER F: A COVERAGES CERTIFICATE NUMBER:GL /PL /UMB 2017 -2018 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR I rypE OF INSURANCE A I SUBR POLICY NUMBER POLICY EFF MMIDDIYVYY POLICY EXP MMIDDIYYyY LIMITS Street GENERAL LIABILITY Seal Beach, CA 90740 J Larson - Smith /JANI EACH OCCURRENCE $ 1,000,000 A TCOMMERCIAL CLAIMSMAGE �X OCCUR DAMAGE TO RENTED PREMISES Es occunenee $ 1,000,000 MED EXP(Any one person) $ 10,000 OH3 A578667 4/1/2017 4/1/2018 PERSONAL A ADV INJURY $ 1,000,000 GEN1 AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY C PRO- ❑ JECT LOC PROOUGTS- COMPlOP AGG $ 2,000,000 Employee Bmre% Each EE $ 1,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accitlenl $ 1,000,000 BOOILV INJURy(Per person) $ A ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS 0H3 A578667 4/1/2017 4 /1/2018 BODILY INJURY (Per accident $ PROPERTY DAMAGE c ) 6 NED X X SW HIRED AUTOS AUTO_(Per X UMBRELLA LIAR OCCUR EACH OCCURRENCE S 3,000,000 P1E AGGREGATE $ A %LESS LIAR CLAIMS -MADE DED 0 RETENTION$ 0 $ OH3 A57B667 4/1/2017 4/1/2018 WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNER /EXECUTIVE OFFICER/ MEMBER EXCWOED? ❑NIA PER ETH- STATUTE ER E.L. $ =ACCIDENT (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1 $ B Professional Liability SUA11849CYB1703 6/19/2017 12/19/201B OccurrencelAggragme $2,000,000 Retro Date 12/20/2004 Claim a Nade eoliey Retention $250,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more apace is required) City of Seal Beach its directors, officials, officers, employees and agents and all persons or organizations are hereby named as additional insured with primary /non - contributory wording and waiver of subrogation for General Liability as respects to the insureds operations and only if required by written contract per the attached endorsements. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2014101) INS025 (201401) 11988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD vbeatley @sealbeachea.gov SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Seal Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attention: Victoria Beatley ACCORDANCE WITH THE POLICY PROVISIONS. 211 Eighth Street AUTHORIZED REPRESENTATWE Seal Beach, CA 90740 J Larson - Smith /JANI ACORD 25 (2014101) INS025 (201401) 11988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy No. OH3 A57866700 4-\ Hanover Insurance Group* BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit 1 2. Additional Insured — Broad Form Vendors 2 1 Alienated Premises 2 4. Bodily Injury Redefined 2 5. Broad Form Property Damage — Borrowed Equipment, Customers 2 Goods and Use of Elevators 6. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) 3 7. Personal and Advertising Injury — Broad Form 3 8. Product Recall Expense $25,000 Occurrence $50,000 Aggregate 3 9. Unintentional Failure to Disclose Hazards 5 10. Unintentional Failure to Notify 5 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. 1. Additional Insured by Contract, Agreement or Permit Under SECTION II — LIABILITY, C. Who Is An Insured, Paragraph 4. is added as follows: a. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract, agreement or permit 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 injury", "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, but only with respect to: (3) "Your work" for the additional insured(s) at the location designated in the contract, agreement or permit; or (4) Premises you own, rent, lease, control or occupy. This insurance applies on a primary basis if that is required by the written contract, agreement or permit. b. This provision does not apply: (1) Unless the written contract or written agreement has been executed or permit has been issued prior to the "bodily injury", "property damage" or "personal and advertising injury'; (2) To any person or organization included as an insured by an endorsement issued by us and made part of this Policy; (3) To any person or organization included as an insured under Item 1.a.2. of this endorsement; (4) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage' or "personal and advertising injury" arises out of the sole negligence of the lessor; (5) To any: (a) Owners or other interests from whom land has been leased which takes 391 -1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 5 2. place after the lease for that land expires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", 'property damage" or 'personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor; or (6) To "bodily injury', 'property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. c. Additional insured coverage provided by this provision will not be broader than coverage provided to any other insured. d. All other insuring agreements, exclusions, and conditions of the policy apply. Additional Insured - Broad Form Vendors Under SECTION II — LIABILITY, C. Who Is An Insured, paragraph 5. is added as follows: 5. Any person or organization with whom you agreed, because of a written contract or written agreement to provide insurance, but only with respect to "bodily injury" or "property damage' arising out of 'your products' which are distributed or sold in the regular course of the vendor's business. The insurance afforded the vendor does not apply to: a. 'Bodily injury" or 'property damage' for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the distribution or sale of the product; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any thing or substance by or for the vendor; or h. 'Bodily injury" or "property damage' arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in paragraphs 5.d. or 5.f.; or (2) Such inspections, adjustments, test or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. Alienated Premises Under SECTION II — LIABILITY, B. Exclusions, paragraph 1.k.(2) is replaced in its entirety with the following: (2) Premises you sell, give away or abandon, if the 'property damage' arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 4. Bodily Injury Redefined Under SECTION II — LIABILITY, F. Liability and Medical Expenses Definitions, definition 4. is replaced in its entirety by the following: 4. 'Bodily injury' means bodily injury, disability, sickness or disease sustained by a person, including death resulting from any of these at any time. 'Bodily Injury' includes mental anguish or other mental injury resulting from "bodily injury". 5. Broad Form Property Damage — Borrowed Equipment, Customers Goods, Use of Elevators 391 -1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 5 a. Under SECTION II — LIABILITY, B. Exclusions, paragraph 1.k., the following is added: Paragraph (4) does not apply to "property damage' to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. Under SECTION II — LIABILITY, F. Liability and Medical Expenses Definitions, the following additional definition is added: "Customers goods" means property of your customer on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. 6. Incidental Malpractice — Employed Nurses, EMT's and Paramedics Under SECTION II — LIABILITY, C. Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x- ray or nursing services. 7. Personal and Advertising Injury — Broad Form Under SECTION 11 — LIABILITY, F. Liability and Medical Expenses Definitions, definition 15, "Personal and Advertising Injury", paragraph h. is added as follows: h. Discrimination or humiliation (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", nor to the employment, prospective employment or termination of any person or persons by an insured. 8. Product Recall Expense Hanover Insurance Group- a. Under SECTION II — LIABILITY, B. Exclusions, Paragraph 1. o. is replaced in its entirety by the following: o. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product'; (2) "Yourwork ";or (3) "Impaired property'; If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses' that you incur for the "covered recall' of "your product ". The exception to the exclusion does not apply to "product recall expenses' resulting from: (1) Failure of any products to accomplish their intended purpose; (2) Breach of warranties of fitness, quality, durability or performance; (3) Loss of customer approval, or any cost incurred to regain customer approval; (4) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (5) Caprice or whim of the insured; (6) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (7) Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (8) Recall of "your products' that have no known or suspected defect solely because a known or suspected defect in another of "your products' has been found. b. Under SECTION II — LIABILITY, C. Who Is An Insured, paragraph 4.c. is added as follows: c. "Bodily injury" or "property damage" do not apply to "product recall expense" arising out of any withdrawal 391.1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 5 or recall that occurred before you acquired or formed the organization. c. Under SECTION II — LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit, paragraph e. is added as follows: e. You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense ": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. d. Under SECTION II — LIABILITY, F. Liability and Medical Expenses Definitions, the following additional definitions are added: "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury' or "property damage'. "Product recall expense(s)" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage, (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; (5) Expenses incurred by "employees" including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product ", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or ..property damage' as a result of such disposal, you incur exclusively for the purpose of recalling "your product "'; and b. Your lost profit resulting from such "covered recall ". e. Under SECTION II — LIABILITY, D. Liability and Medical Expenses Limits of Insurance, the following is added: 5. The Limits of Insurance and rules stated below fix the most that we will pay under this Product Recall Expense Coverage. (1) The Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "product recall expenses' initiated during the policy period. (2) The Occurrence Limit shown on the Summary of Coverages is the most we will pay in connection with any one defect or deficiency. (a) All "product recall expenses' in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence ". (b) Any amount reimbursed for "product recall expenses" in connection with any one "occurrence' will reduce the amount of the Aggregate Limit available for reimbursement of "product recall expenses' in connection with any other defect or deficiency. (c) If the Aggregate Limit has been reduced by 391.1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 4 of 5 HAnover Insurance Group- reimbursement of "product recall expenses' to an amount that is less than the Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. 6. A deductible of $500 applies per each "Occurrence". 9. Unintentional Failure to Disclose Hazards Under SECTION II — LIABILITY, E. Liability and Medical Expenses General Conditions, paragraph 6. is added as follows: 6. Representations We will not disclaim coverage under this Coverage Form if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 10. Unintentional Failure to Notify Under SECTION II — LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit, paragraph f. is added as follows'. Your rights afforded under this Coverage Form shall not be prejudiced if you fail to give us notice of an 'occurrence ", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury" or "property damage' is not covered under this Policy. 391 -1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 5 of 5 POLICY NUMBER: OH3 A57866700 BUSINESSOWNERS BP 04 97 07 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE* Name Of Person Or Organization: As per written contract * Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Decla- 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 waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard ". This waiver applies only to the person or organization shown in the Schedule above. BP 04 97 07 02 C ISO Properties, Inc., 2001 Page 1 of 1 ❑ ACORD® CERTIFICATE OF LIABILITY INSURANCE �'- Acptp: 1169655 ATE IMMIDDIYYYY) D 10/01 /2017 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 5847 San Felipe, Suite 320 Houston, TX 77057 CONTACT 888 -828 -8365 PHONE FAX INC. No Eat: AIC No) E -MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAICp COMMERCIAL GENERAL LIABILITY INSURER A: Ace American Insumnce CO. 22667 INSURED Insperity, Inc. UCIF INSURER B INSURER C: FIELDMAN, ROLAPP 9 ASSOCIATES, INC. 19001 Crescent Springs Drive Kingwood, TX 77339 INSURER D CLAIMS -MADE OCCUR INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING 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 SUBR POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIODIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL 4 ADV INJURY S AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ GEN'L POLICY ❑ JECT E LOC PRODUCTS - COMPIOP AGO $ $ OTHER: AUTOMOBILE LIABILITY COMBIN D SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per aoddenti S PROPERTY DAMAGE Per accident) $ NON -OWNED HIRED AUTOS AUTOS UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE QED RETENTION $ S A WO AND EMPLOYERS' LIABILITY RKERS COMPENSATION ANY PROPRIETORIPARTNER /EXECUTIVE YIN OFFICER /MEMBER EXCLUDED? ❑NIA X 064733576 10101/2017 10/01/2018 X STATUTE EERH E.L. EACH ACCIDENT $ 1.000.000 E L DISEASE- EA EMPLOYE $ 1,000,000 (Mandatory in NH) If yea, describe unae, DESCRIPTION OF OPERATIONS below E. L. DISEASE - POLICY LIMIT $ 1,000.000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) WAIVER OF SUBROGATION IN FAVOR OF CITY OF SEAL BEACH, ITS DIRECTORS. OFFICIALS, OFFICERS, EMPLOYEES, AND AGENTS WHEN REQUIRED BY WRITTEN CONTRACT CITY OF SEAL BEACH ATTN: VICTORIA BEATLEY 211 9TH STREET SEAL BEACH, CA 90740 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 C:f 3l1— AUUKU ZO (ZU14 1U7) I Be AUUKU name and logo are registered marKS Or AUUKU Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number Insperity, Inc. L/C /F FIELDMAN, ROLAPP & ASSOCIATES, INC. Policy Number 19001 Crescent Springs Drive Symbol: RWC Number: C64733576 Kingwood, TX 77339 Policy Penod Effective Date of Endorsement 10/01/2017 TO 10/01/2018 10/01/2017 Issued By (Name of Insurance Company) Ace American Insurance Co. Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. (X) Specific Waiver Name of person or organization: CITY OF SEAL BEACH 211 8TH STREET SEAL BEACH, CA 90740 ( ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: WRITTEN CONTRACT 3. Premium: The premium charge for this endorsement shall be INCLUDED percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: INCLUDED Authorized Representative WC 99 03 22 Policy No. OH3 A57866700 OTHER INSURANCE - PRIMARY AND NON - CONTRIBUTORY (ADDITIONAL INSURED) ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to SECTION III — COMMON POLICY CONDITIONS: M. Other Insurance 1. Additional Insureds If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II - LIABILITY, Part C — Who is An Insured, is primary and non- contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss we cover under SECTION II — LIABILITY, Part A. Coverages, Paragraph 1., Business Liability our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) When b.(2) below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in b.(3) below. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work "; 391 -1331 06 09 Includes copyrighted material of Insuran (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, ..autos" or watercraft to the extent not subject to Exclusion g. of SECTION II — LIABILITY, Part A. Coverages, 1. Business Liability. When this insurance is excess, we will have no duty under SECTION II — LIABILITY, Part A. Coverages, 1. Business Liability to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit ". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (2) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (3) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of ;e Services Offices, Inc., with its permission Page 1 of 2 Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 391.1331 06 09 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 2 of 2