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HomeMy WebLinkAboutResolution - 2008-R0236 - Contract Agreement - ADT Security Services, Inc. - 06_26_2008Resolution No. 2008—RO236 June 26, 2008 Item No. 5.17 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the City Council of the City of Lubbock hereby authorizes and directs the Mayor of the City of Lubbock to execute a Contract by and between the City of Lubbock and ADT Security Services, Inc., for the upgrade of the video system at the Lubbock Police Detention Center pursuant to the TXMAS Contract TMAS-8-840130, which Contract and any associated documents, are attached hereto and made a part of this Resolution for all intents and purposes. Passed by the City Council this 26th day of ATTEST: AIAz Rebecca -aria, ity ecr to APPROVED AS TOCONTENT: Dale Holton, Chief of Police APPROVED AS TO FORM: �.. Don andiver, ttorney Counse DDres/A DTsecuri ty-PDcon08 Res June 16, 2008 June 5 fir- - � TOM MARTIN, MAYOR 11: Resolution No. 2008-RO236 Contract # 8548 CONTRACT FOR Police Detention Center Video Security System STATE OF TEXAS § COUNTY OF LUBBOCK § This AGREEMENT is entered into this 26th of June, 2008, by and between ADT Security Services, Inc. (collectively, referred to herein as "Contractor"), and the City of Lubbock, a Texas home -rule municipal corporation ("the City"). WHEREAS, the City is needing to upgrade the Video System at the Lubbock Police Detention Center, WHEREAS, Contractor has the experience and skill required to provide said services as described on Exhibit "A", and WHEREAS, City desires to contract with Contractor to perform said services for the City of Lubbock Police Detention Center, NOW THEREFORE, it is agreed between the parties that: SCOPE OF WORK. Contractor agrees to all services as described in Exhibit "A," which is attached hereto and incorporated herein as if fully set forth. City Responsibilities. City agrees to pay said amounts stated in Exhibit A", to Contractor for the services described in "Exhibit A," GENERAL CONDITIONS General Compliance Contractor agrees to comply with all applicable federal, state, and local laws pertaining alarm security services. General Agreement Page 1 INSURANCE Contractor will provide a insurance as listed on Exhibit "B", which is attached hereto HOLD HARMLESS Contractor hereby assumes full responsibility for the risk of bodily injury, death or property damages resulting from its performance of this Agreement and releases for itself, its employees and agents, the City of Lubbock, its officers, agents, employees or representatives from any and all injury, loss, liability, damage or costs relating to any claim arising from performance of this Agreement. Contractor shall hold harmless, defend and indemnify the City from any and all claims, actions, suits, charges and judgments whatsoever that arise out of Contractor 's performance or nonperformance of this Agreement. Governing Law This Agreement shall for all purposes be construed and enforced under and in accordance with the laws of the State of Texas Amendments City or Contractor may amend this Agreement at any time provided that such amendments make specific reference to this Agreement and are only effective when executed in writing and signed by both parties. Termination of Contract This contract shall remain in effect until the expiration date, performance of services ordered, or termination of by either party with a thirty (30) day written notice. Such written notice must state the reason for cancellation. The City of Lubbock reserves the right to award the canceled contract to the next lowest and best bidder as it deems to be in the best interest of the city. Entire Agreement General Agreement Page 2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter. IN WITNESS HEREOF, the parties have executed this Agreement as of this June 26, 2008. CITY OF LUBBOCK Tom Martin, Mayor 1. Zr ATTEST Rebecca Garza, City Secretary APPROVED AS TO CONTENT Dale Holton, Chief of Police APPROVED AST FORM ssistant Ci Att rney GeneralAgreement Page 3 Company i Representative �JI Kellam Pq►dmm ads► a Pmpoaat In ADT Security Services, ir1G. Federal Syebma Oirision JuSe SVIN*a 36M Ebmt we► Ave 3rd Foot Alexandde, VA 22304 Takom e: 703-317-4200 Faoc 703-W74411 Istrack.4adixom CRY a/ Lubbook DIS Texas Avenue Lutboak TX 1 =8116.1000A 14 Channel DWt wNh OVD,1T9 Sbrage and 10 CNmind 1 PMC21 A Monllot, 214nch ootor CCD, high re$dWk % rack adaptable. 1 MCS1b10Q Akma 16 ouW is with Iota! opacity of 10/Mw. Each output 1000 009050 ROM SSC+18r2 STR CMP 804060 low 740046A Mc STIR OAS CMP 740046A 5 PMCS12A Mor W,194nCh Color, NTSCIPAL (WOTVL. 16 18111-ai119 2 IF-S Amp 16 VerUad A Mfa Oww 1 spore iM11 SwNch 1 Mie*Mwwmo MaNdala (EWPax, Box Filinge, Boot Tampers. Eta.) Labor InetatWon tabor, Progranrrring and Telling Resolution No. 2008—RO236 "EXHIBIT A NAP A FIE W 1! F7. j��r-ter•• �:� Dow: Ow" Mono. :8,804.87 $477.87 $147.74 $0.49 $0.16 $748.71 $334.37 $564.29 $102.86 $W7.14 $830.00 Mir" Jell CCTV -1- 3aCZ2 $8,806.87 $477.87 $147.74 $490.00 $140.00 $3,743.55 S5.3".92 $1,128.56 $3M.76 $W.14 $830.00 $1,358.80 MAL MWALLATO M CNAMN $U,2UA3 MM APT SeaaSerrine-'roprietwy eW CoalldarlML oC en +br ir CRY Of Lubeoa - im cm #lot ter DkUQ MM 1 or 2 Resolution No. 2008-RO236 'EXHIBIT "B" INSURANCE SECTION A. Prior to the approval of this contract by the City, the Contractor shall furnish a completed Insurance Certificate, along with a copy of the additional insured endorsement, to the City, which shall be completed by an agent authorized to bind the named underwriter(s) to the coverages, limits, and termination provisions shown thereon, and which shall furnish and contain all required information referenced or indicated thereon. THE CITY SHALL HAVE NO DUTY TO PAY OR PERFORM UNDER THIS CONTRACT UNTIL SUCH CERTIFICATE SHALL HAVE BEEN DELIVERED TO THE CITY. INSURANCE COVERAGE REQUIRED SECTION B. The City reserves the right to review the insurance requirements of this section during the effective period of the contract and to require adjustment of insurance coverages and their limits when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, or the claims history of the industry as well as the Contractor. SECTION C. Subject to the Contractor's right to maintain reasonable deductibles in such amounts as are approved by the City, the Contractor shall obtain and maintain in full force and effect for the duration of this contract, and any extension hereof, at Contractor's sole expense, insurance coverage written by companies approved by the State of Texas and acceptable to the City, in the following type(s) and amount(s): 1. Worker's Compensation The Contractor shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, Contractor shall maintain said coverage throughout the term of the Contract and shall comply with all provisions of Title 5 of the Texas Labor Code to ensure that the Contractor -maintains said coverage. Any termination of worker's compensation insurance coverage by contractor or any cancellation or non -renewal of worker's compensation insurance coverage for the Contractor shall be a material breach of this Contract." The contractor may maintain Occupational Medical and Disability Insurance in lieu of Workers' Compensation. In either event, the policy must be endorsed to include a wavier of subrogation in favor of the CITY OF LUBBOCK. The Contractor shall also provide to the CITY OF LUBBOCK proof of Employers' Liability in an amount no less than $500,000. TYPE AMOUNT 2. Commercial General (Public) Liability insurance including Combined single limit for bodily injury and coverage for the following: property damage in the amount of $ 100,000 per General Aggregate occurrence or its equivalent. General Agreement Page 5 TYPE AMOUNT 3. Comprehensive Automobile Combined Single Limit for bodily injury and property insurance, including coverage for damage of $ 100,000 per occurrence loading and unloading hazards, for: a. Any Auto The City of Lubbock shall be named a primary additional insured with a waiver of subrogation in favor of the City on all coverage's. All copies of the Certificates of Insurance shall reference the project name or bid number for which the insurance is being supplied. ADDITIONAL POLICY ENDORSEMENTS The City shall be entitled, upon request, and without expense, to receive copies of the policies and all endorsements thereto and may make any reasonable request for deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any of such policies). Upon such request by the City, the Contractor shall exercise reasonable efforts to accomplish such changes in policy coverages, and shall pay the cost thereof. REQUIRED PROVISIONS The Contractor agrees that with respect to the above required insurance, all insurance contracts and certificate(s) of insurance will contain and state, in writing, on the certificate or its attachment, the following required provisions: a. Name the City of Lubbock and its officers, employees, and elected representatives as additional insureds, (as the interest of each insured may appear) as to all applicable coverage; b. Provide for 30 days notice to the City for cancellation, nonrenewal, or material change; c. Provide for notice to the City at the address shown below by registered mail; d. The Contractor agrees to waive subrogation against the City of Lubbock, its officers, employees, and elected representatives for injuries, including death, property damage, or any other loss to the extent same may be covered by the proceeds of insurance; e. Provide that all provisions of this contract concerning liability, duty, and standard of care together with the indemnification provision, shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies. f. All copies of the Certificates of Insurance shall reference the project name or bid number for which the insurance is being supplied. General Agreement Page 6 NOTICES The Contractor shall notify the City in the event of any change in coverage and shall give such notices not less than 30 days prior the change, which notice must be accompanied by a replacement CERTIFICATE OF INSURANCE. All notices shall be given to the City at the following address: Marta Alvarez, Purchasing Manager City of Lubbock 1625 131h Street, Room L04 Lubbock, Texas 79401 SECTION D. Approval, disapproval, or failure to act by the City regarding any insurance supplied by the Contractor shall not relieve the Contractor of full responsibility or liability for damages and accidents as set forth in the contract documents. Neither shall the bankruptcy, insolvency, or denial of liability by the insurance company exonerate the Contractor from liability. General Agreement Page 7 CEF�TIFICA'T PRODUCER Marsh, Inc. 1166 Avenue of the Americas New York, NY 10036 Telephone (212) 345-5000 OF iN5URi4NC CERTIFICATENUMBER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES DESCRIBED HEREIN. COMPANIES AFFORDING COVERAGE COMPANY A: Al South Insurance Co. COMPANY B: American Home Assurance Co. INSURED ADT Security Services, Inc. One Town Center Road Boca Raton, FL 33486 United States COMPANY C: Commerce & Industry Ins Co COMPANY D: Illinois National Insurance Co. COMPANY E: Insurance Company of the Stale of PA COMPANY F: New Hampshire Ins. Co. COMPANY G: New York Marine & General Insurance Co. (Lead) COMPANY H: White Mountain Insurance Co. COVERAGES`' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIRMENTS, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES LISTED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR I TYPE OF INSURANCE I POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY) POLICY EXPIRATION DATE (MM)DD/YY) LIMITS B GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR OWNER'S d CONTRACTOR'S PROT GL 1595415 6/2912007 10/1/2008 GENERAL AGGREGATE $1,000,000.00 X PRODUCTS - COMP/OPAGG $1,000,000.00 PERSONAL & ADV INJURY $500,000.00 EACH OCCURRENCE $500,000.00 FIRE DAMAGE (Any one fire) $1,000,000.00 ME EXP (Any one person) $10,000.00 B B B AUTOMOBILE LIABILITY ANY AUTO ALLOWED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS CA 1606993 (VA) CA 1606992 (MA) CA 16069" (AO') 6/29/2007 6/29/2007 6/29/2007 10/l/2008 10/1/2008 10/1/2008 COMBINED SINGLE LIMIT $500,000.00 X BODILY INJURY (Per person) X BODILY INJURY (Per accidenQ X PROPERTY DAMAGE PROPERTY EXCESS LIABILITY UMBRELLA FORM OTHER THAN UMBRELLA FORM EACH OCCURRENCE AGGREGATE g D C A F WORKERS COMPENSATION AND EMPLOYERS'LIABILITY THE PROPRIETOR! PARTNERS/EXECUTIVE OFFICERS ARE: EXCL SEE PAGE TWO SEE PAGE TWO SEE PAGE TWO X WCSTATUTORY 0-111 u+ rts - EL EACH ACCIDENT $2,000,000.00 -POLICY - POLICY LIMIT EL DISEASE $2,000,000.00 EL DISEASE -EACH EMPLOYEE $2,000,000.00 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS Please see page 2 for additional insureds and any additional language. CERTIFICATE HOLDER Cityof Lubbock 17304 N, FM 2528 Abernathy, TX 79311 CANCELLATION SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HCLOER NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTATIVES, OR THE ISSUER OF THIS CERTIFICATE, MARSH USA INC. BY: David Kong, Casualty Program 1 i '."'"�1t�--^'—'11 ,�..•` 141M1(3/02J VALID AS OF:1/1712008 ; CERTIFICATE NUMBER 403822 PRODUCER Marsh, Inc. 1166 Avenue of the Americas New York, NY 10036 Telephone (212) 345-5000 (INSURED ADT Security Services, Inc. One Town Center Road Boca Raton, FL 33486 United States EXT ' r, a w k. _,J* b r.,x i a_ .x mot. c di v h .� WORKERS COMPENSATION POLICIES Carrier Policy Number Eff. Date Exp. Date State (B) Ame rican Home Assurance Co. WC 1616576 6/29/2007 6/29/2008 CA (B) American Home Assurance Co. WC 1616584 6/29/2007 6/29/2008 AOS (D) Illinois National Insurance Co. WC 1616577 6/29/2007 6/29/2008 MI (C) Commerce 6 Industry Ins Cc WC 1616582 6/29/2007 6/29/2008 FL (B) Ame rican Home Assurance Co. WC 1616581 6/29/2007 6/29/2008 NJ (A) AI South Insurance Co. WC 1616578 6/29/2007 6/29/2008 GA (B) American Home Assurance Co. WC 1616579 6/29/2007 6/29/2008 PA (F) New Hampshire Ins. Co. WC 1616580 6/29/2007 6/29/2008 NY,WI (B) American Home Assurance Co. WC 1616585 6/29/2007 6/29/2008 OR (E) Insurance Company of the State of PA WC 1616583 6/29/2007 6/29/2008 AR,MA,VA LIABILITY PROGRAM CERTIFICATE HOLDER IS HEREBY GRANTED STATUS AS AN ADDITIONAL INSURED WITH RESPECT TO THE GENERAL AND AUTOMOBILE POLICIES SHOWN ON PAGE ONE; PROVIDED, HOWEVER, THAT COVERAGE FOR CERTIFICATE HOLDER, AND ANY OBLIGATION TO DEFEND AND INDEMNIFY IT UNDER SUCH POLICIES, IS STRICTLY LIMITED TO DAMAGE, LIABILITY, AND EXPENSE RESULTING SOLELY AND DIRECTLY FROM AND ONLY TO THE EXTENT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ADT'S AGENTS AND EMPLOYEES COMMITTED DURING AND WITHIN THE SCOPE OF EMPLOYMENT OF SUCH PERSONS WHILE THEY ARE PHYSICALLY PRESENT ON ADT CUSTOMER'S PREMISES AND SUCH ADDITIONAL INSURED STATUS SHALL APPLY ONLY TO THE EXTENT THAT THE AGREEMENT BETWEEN ADT AND ITS CUSTOMER PROVIDES FOR SUCH COVERAGE AND THE INSURANCE PROVIDED WILL NOT EXCEED THE LESSER OF THE LIMITS SET FORTH ON PAGE ONE, OR THE LIMITS REQUIRED IN THE AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE AGREEMENT BETWEEN ADT AND ITS CUSTOMER, THIS ADDITIONAL INSURED STATUS SHALL NOT APPLY. TO ANY LIABILITY, DAMAGE, LOSS, COST AND EXPENSE DUE DIRECTLY OR INDIRECTLY TO OCCURRENCES AND/OR THE CONSEQUENCES THEREFROM THAT THE EQUIPMENT AND/OR SERVICES PROVIDED BY ADT OR ITS AFFILIATES, ARE INTENDED TO AVERT OR DETECT, IRRESPECTIVE OF CAUSE AND/OR ORIGIN, AND/OR DUE DIRECTLY OR INDIRECTLY TO ADT'S NEGLIGENCE OR GROSS NEGLIGENCE (ACTIVE, PASSIVE OR OTHERWISE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE LAW, OR ANY OTHER ALLEGED FAULT ON THE PART OF ADT, ITS AGENTS AND/OR EMPLOYEES. (Additional Insureds: City of Lubbock jProject: Abernathy if there is a question regarding this certificate please contact Sharmon Chilton (Email: schilton@adt.com Phone: 972-406-4206) 4 City of Lubbock 17304 N. FM 2528 Abernathy, TX 79311 -. - '..:r ,..->-'.. S>. ,�xf"•,-3 s .. ...,.$?z '� A�.:`.� `='�3-..: r. �'. t 'amide°a,`x ,�".a„x +a•.., :?;ft .� •e^--4?7e �' oc., >---. 5.;,.,;=-9 l'_-_s .,; CERTIFICATE OF,INSURANGE - CERTIFICATE NUMBER 403822 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE Marsh, Inc. POLICIES DESCRIBED HEREIN. 1166 Avenue of the Americas New York, NY 10036 COMPANIES AFFORDING COVERAGE Telephone (212) 345-5000 COMPANY A: Al South Insurance Co. COMPANY B: American Home Assurance Co. INSURED COMPANY C: Commerce & Industry Ins Co COMPANY D: Illinois National Insurance Co. ADT Security Services, Inc. One Town Center Road Boca Raton, FL 33486 COMPANY E: Insurance Company of the State of PA COMPANY F: New Hampshire Ins. Co. COMPANY G: New York Marine & General Insurance Co. (Lead) United States COMPANY H: White Mountain Insurance Co. COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIRMENTS, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES LISTED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS 1CO LTR DATE (MMIDDIYY) DATE (MM/DD/YY) 13 I GENERAL LIABILITY GL 1595415 6/29/2007 10/1/2008 GENERAL AGGREGATE $1,000,000.00 X COMMERCIAL GENERAL LIABILITY PRODUCTS -COMP/OPAGG $1,000,000.00 CLAIMS MADE � OCCUR PERSONAL 6 ADV INJURY $500,000.00 OWNER'S d CONTRACTOR'S PROT EACH OCCURRENCE $500,000.00 FIRE DAMAGE (Any one fire) $1,000,000.00 ME EXP (Any one person) $10,000.00 B AUTOMOBILE LIABILITY CA 1606993 (VA) 6/29/2007 10/1/2008 COMBINED SINGLE LIMIT $500,000.00 S S ANY AUTO ALLOWED AUTOS CA 1606992 (MA) CA 160699+4 (AOS) 6/29/2007 6/29/2007 10/1/2008 10/1/2008 X BODILY INJURY (Per person) SCHEDULED AUTOS X BODILY INJURY (Per accident) HIRED AUTOS NON -OWNED AUTOS _X PROPERTY DAMAGE PROPERTY EXCESS LIABILITY EACH OCCURRENCE UMBRELLA FORM OTHER THAN UMBRELLA FORM AGGREGATE g D C A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY THE PROPRIETOR/ INCL PARTNERS/EXECUTIVE SEE PAGE TWO SEE PAGE TWO SEE PAGE TWO X I Lyrt6"n1iORY OTHER EL EACH ACCIDENT $2 QQQ QQQ,QQ EL DISEASE -POLICY LIMIT $2,000,000.00 F OFFICERS ARE: EXCL. EL DISEASE -EACH EMPLOYEE $2,000,000.00 I OTHER DESCRIPTION OF OPERATIONS/LOCATIONSIVEHICLES/SPECIAL ITEMS Please see page 2 for additional insureds and any additional language. CERTIFICATE HOLDER CANCELLATION City Of Lubbock 17304 N. FM 2528 Abernathy, TX 79311 NS RER ULD ANYBED HEREIN BE CANCELLED BEFORE THEE EXPIRATION DATE THEREGF. THE COVERAGE WILL I ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO HE CERT F CA E HCLOER NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPCSE NO CBLiGATION OR LIABILITY OF ANY K'ND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTATIVES, OR THE ISSUER OF THIS CERTIFICATE. MARSH USA INC. BY: David Kong, Casualty Program MM1(3102)VALID AS OF: 1/1112008 Jun. 19. 2008 9:17AM ADT No. hbJJ r. j THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENDORSEMENT This endorsement, effective 12:01 A.M. 06/29/2007 forms a part of Policy No. CA 160-69-94 issued to TYCO INTERNATIONAL MANAGEMENT COMPANY By American Home Assurance Company WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV - Business Auto Conditions, A. - Loss Conditions, S. - Transfer of Rights of Recovery Against Others to Us, is amended to add: However, we will waive any right of recovery we have against any person or organization with whom you have entered into a contract or agreement because of payments we make under this Coverage Form arising out of an "accident" or "loss" if: (1) The "accident" or "loss" is due to operations undertaken In accordance with the contract existing between you and such person or organization; and (2) The contract or agreement was entered into prior to any "accident" or " loss". No waiver of the right of recovery will directly or indirectly apply to your employees or employees of the person or organization, and we reserve our rights or lien to be reimbursed from any recovered funds obtained by any injured employee. 62897 (6/95)