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3.03 2. 3.3 AGREEMENTS\Access Property Agreement With BASF—Brownfield Opportunity Area— 12-21-2020 RESOLUTION AUTHORIZING AGREEMENT BETWEEN TOWN OF QUEENSBURY AND BASF FOR ACCESS TO BASF PROPERTY IN VICINITY OF RIVER STREET, QUEENSBURY RESOLUTION NO. ,2020 INTRODUCED BY: WHO MOVED FOR ITS ADOPTION SECONDED BY: WHEREAS, by Resolution 294, 2018, the Queensbury Town Board accepted grant funding for the Queensbury South Brownfield Opportunity Area(BOA)Nomination Study, and WHEREAS, the BOA Nomination Study includes feasibility, planning and design analysis of a Feeder Canal Trail trailhead facility on lands owned by BASF,and WHEREAS, BASF has agreed to permit access to the property provided the Town enters into a Permission to Enter Premises Agreement(Agreement), and WHEREAS,the Senior Planner has recommended approval of the Agreement, and WHEREAS, a copy of this Agreement has been presented at this meeting and is in form acceptable to Town Counsel, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby approves of the Permission to Enter Premises Agreement substantially in the form presented at this meeting and authorizes and directs the Town Supervisor to execute the Agreement and any other needed documentation, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor, Town Senior Planner and/or Town Counsel to take such other and further actions as may be necessary to effectuate the terms of this Resolution. Duly adopted this 2 1"day of December, 2020,by the following vote: AYES NOES ABSENT: ..: i➢1lrt�N3,e rya [?u:y.[rt 1.J.�•µ a:., . ., a .. .. a ....y r„...,y:v,y IQJJie.L^s:J,JUlf-014S V¢7iyt?Y5 I?Y4 04lB a IMA 0 MIMWA u& F rm We create chemistry December 7, 2020 John F. Strough, III Town Supervisor Town of Queensbury 742 Bay Road Queensbury NY, 12883 Dear Supervisor Strough, I am writing on behalf of BASF to express our support to further explore the concept of the proposed Feeder Canal Trail visitor and rest area on a parcel of land currently owned by BASF in the Town of Queensbury. We understand the existing trail connects to the larger NYS Empire State Trail network, the Warren County Bikeway,and the growing Town of Queensbury trail system.We recognize this presents tremendous recreational and economic development opportunity for the community and the region. Based on our previous conversations, we understand that the current vision for the facility includes a direct link to the trail, a small parking area,bathroom facilities, small-scale interpretive signage and displays, as well as requisite safety and wayfinding signage. The Town has indicated that they are aware of the property's existing conditions and are willing to work with BASF to design the facility in a manner that complies with all the relevant safety and environmental standards. We also understand that the Town is prepared to develop designs for these facilities using funds from a New York State grant, and that for the purposes of advancing the project, the Town needs expression of our interest in the project,and ultimately some long-term commitment that would allow the construction of the facility. To be clear, we cannot provide a long term commitment to convey property unless we secure BASF's senior management approval of a Purchase and Sale Agreement which may be denied and a prior agreement to terms. However, we cannot develop a Purchase and Sale Agreement without design details. Therefore, this letter constitutes a confirmation of our interest in this project and permission for the Town to proceed with the necessary planning and design work related to this property. Finally,we understand the Town may need limited access to the site during the design phase. While there is an existing boundary and topographic survey of the property,the Town has indicated that designers may need to explore the property in order better understand its characteristics and to develop a thoughtful plan. This site access will be granted as long as you are willing to sign a BASF access agreement which we can provide to you. During your limited access,please note that any intrusive activities(borings,excavations or other activities that disturb soil or alter the physical BASF Corporation 100 Park Ave Florham Part-,NJ 07932 Tel:(800)526-1072 wwwbasf.com/usa IMA MINNOW 'ww We create chemistry condition of the property)would require separate authorization and need to comply with applicable requirements of the site's Hazardous Waste Management Permit and associated plans and policies. BASF looks forward to working with the Town on this project,and the potential of seeing it used and enjoyed by the community. Sincerely, I" Charles R.fW�a 1 Sites Manager Cc: Stuart Baker, stuartb@queensbury.net BASF Corporation 100 Park Ave Florham Park;NJ 07932 Tel:(800)526-1072 www.basf.com/usa Permission to Enter Premises Agreement This PERMISSION TO ENTER AGREEMENT ("Agreement") is made by and between BASF CORPORATION, a Delaware corporation which has a mailing address of 100 Park Ave., Florham Park, NJ 07932 (herein"BASF"), and Town of Queensbury, a municipal corporation which has a mailing address of 742 Bay Road, Queensbury, NY 12804(herein"Licensee"). WITNESSETH: A. BASF operates a facility at the premises located at or near 299 Lower Warren St., Queensbury NY 12084 (called the East Area Parcel) (the"Facility"). B. Licensee desires to visit the Facility on the date(s)and for the purpose(s)specified below,and BASF agrees to permit Licensee to visit the Facility on such date(s)and for such purpose(s)subject to the terms and conditions set forth in this Agreement. NOW THEREFORE,the parties agree as follows: 1. Right to Visit Facility. In consideration of Licensee's covenants hereinafter made, BASF does hereby grant to Licensee and its employees and agents the right to visit the Facility beginning on 12/21/2020, and ending on 7/31/2020, , for the following purpose(s): exploring site characteristics, additional topographic survey(if necessary), and inventorying natural resources that may hinder the development of the proposed trail access facility (this work will not include soil borings, excavations, or other activities that disturb soil or alter the physical conditions of the property). Licensee shall limit its activities at the Facility to those areas and times designated by BASF. All of Licensee's personnel shall at all times be subject to and comply strictly with BASF's standard requirements in effect at the Facility for safety,substance abuse and contractors which BASF will make available to Licensee upon request. This grant of rights shall be strictly construed and shall not be interpreted to confer any rights or license on Licensee except as expressly set forth in this paragraph. This grant of rights may be revoked by BASF at any time with or without cause by verbal notice to Licensee. 2. Release. In order to induce BASF to permit Licensee to visit the Facility and conduct activities thereon, Licensee,on behalf of itself,its employees, and agents(collectively,the"Licensee Releasors"), hereby RELEASES AND FOREVER DISCHARGES BASF,its employees and agents(collectively, the"BASF Releasees")from any and all expenses,losses,costs,liabilities,claims,causes of action,demands and damages for loss,damage,injury,or death to the Licensee Releasors, or any of them, or damage to the property of the Licensee Releasors, or any of them, arising out of or in connection with the Licensee's visit or activities at the Facility. To the extent that the foregoing release involves liabilities,claims,actions,or causes of action not in existence as of the time this instrument is executed, it is the intention of the Licensee Releasors that this instrument be construed and enforced with respect to such liabilities,claims,actions,or causes of action as a covenant not to sue. 3. Liability. Licensee shall take all reasonable precautions to prevent damage to the Facility and personal property of BASF located at the Facility and shall promptly repair or replace,at Licensee's sole expense,any damage to the Facility or personal property caused by Licensee or its employees or agents, regardless of whether such persons shall have acted negligently or wrongfully in causing such damage. TO THE FULLEST EXTENT NOT PRECLUDED BY LAW, LICENSEE SHALL BE LIABLE AND RESPONSIBLE FOR, AND SHALL INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO BASF) AND HOLD HARMLESS BASF FROM AND AGAINST, ANY AND ALL EXPENSES, LOSSES, COSTS, CLAIMS, LIABILITY, FINES, PENALTIES, CAUSES OF ACTION, DEMANDS AND DAMAGES, INCLUDING ATTORNEYS' FEES AND COURT COSTS(COLLECTIVELY,"DAMAGES"),RESULTING FROM,ARISING OUT OF,OR CONNECTED WITH LICENSEE'S VISIT TO THE FACILITY OR THE ACTIVITIES OF LICENSEE'S EMPLOYEES OR AGENTS WHILE AT THE FACILITY, UNLESS SUCH DAMAGES ARE CAUSED BY THE SOLE NEGLIGENCE OF BASF, INCLUDING WITHOUT LIMITATION DAMAGES THAT MAY OCCUR OR BE CLAIMED WITH RESPECT TO ANY DEATH, PERSONAL INJURY OR LOSS OR DAMAGE TO PERSONAL PROPERTY OF THIRD PARTIES. THIS CLAUSE IS INTENDED TO APPLY EVEN THOUGH THE DAMAGES ARE CAUSED IN PART BY THE NEGLIGENCE OF BASF, ITS EMPLOYEES OR AGENTS. LICENSEE'S INDEMNIFICATION OBLIGATIONS AS DESCRIBED IN THIS PARAGRAPH SHALL INCLUDE, BY WAY OF EXAMPLE ONLY AND NOT BY LIMITATION,CLAIMS BROUGHT BY ANY BASF OR LICENSEE EMPLOYEES OR FORMER BASF OR LICENSEE EMPLOYEES WHO ALLEGE TO HAVE SUFFERED AN ILLNESS OR PERSONAL INJURY OR TO HAVE BEEN HARMED IN ANY OTHER WAY WHATSOEVER, EITHER DIRECTLY OR INDIRECTLY,AS A RESULT OF HAVING BEEN EXPOSED AT THE FACILITY TO LICENSEE'S PRODUCTS OR SERVICES. 4. Insurance. Licensee agrees to maintain sufficient insurance to cover its potential liabilities hereunder. All such insurance shall be primary in the event of a loss; operate, except for the limits of liability, as if there were a separate policy covering each insured; and name BASF as an additional insured. Licensee shall provide a certificate evidencing such insurance,acceptable to BASF,prior to entering the Facility. 5. Effect of Termination. The right and license granted by this Agreement shall automatically terminate and be deemed null and void on the initial date specified in paragraph 1,above,if for any reason Licensee does not commence its visit to the Facility on such date or a date otherwise agreed to by the parties. Upon expiration,termination,or revocation of this Agreement,Licensee shall immediately remove all of its property,employees,agents,goods, and equipment from the Facility. All covenants of Licensee hereunder shall survive expiration, termination, or revocation until they are completely fulfilled. 6. General Provisions. This Agreement is personal to Licensee. Neither this Agreement nor any rights granted hereunder may be assigned or transferred by Licensee in any manner. This Agreement shall inure to the benefit of and be binding upon BASF, its successors and assigns. This Agreement contains the entire agreement of the parties with respect to the conditions upon which Licensee is permitted to visit the Facility. Any amendment or modification of this Agreement must be in writing and be signed by both parties. IN WITNESS WHEREOF,the parties have caused their duly authorized representatives to execute this Agreement on the dates shown below. BASF CORPORATION LICENSEE By: By: Printed name: Wayne St Clair Printed name: John F. Strough, III Title: Inactive Site-Manager Title:Town Supervisor Date: Date: Authorized by Town Board Resolution , 2020 MANUAUPERMISON.DOC(REV.April 2009) / ® DATE(MM/DD/YYYY) ACC)R o CERTIFICATE OF LIABILITY INSURANCE 12/07/2020 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 have ADDITIONAL INSURED provisions or 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 CONTACT Mary Lou Weil,ACSR NAME: Marshall&Sterling Upstate,Inc. PHONE r o E : (518)587-1342 AX No: (518)587-1348 125 High Rock Ave.,Suite 206 E-MAIL s: mweil@marshalisterling.com ADDRE INSURER(S)AFFORDING COVERAGE NAIC# Saratoga Springs NY 12866 INSURERA: Argonaut Insurance Co. 19801 INSURED INSURER B: Town of Queensbury INSURER C: 742 Bay Road INSURER D: INSURER E: Queensbury NY 12804 INSURER F: COVERAGES CERTIFICATE NUMBER: CL2062285699 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. I N SR TYPE OF INSURANCECY EXP. POLICY NUMBER MM/DDY/YYYY MM DDIYYYY LIMITS INSD WVDX COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTFD CLAIMS-MADE FOCCUR PREMISES Ea occurrence $ EXCL 0 MED EXP(Any one person) $ EXCLUDED PE-4624684 07/01/2020 07/01/2021 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 3,000,000 X j LOC PRODUCTS-COMP/OP AGG $ 3,000,000 POLICY❑ EC OTHER. Employee Benefits Liab $ included AUTOMOBILE LIABILITY EaaCGden SINGLE LIMIT $ 1,000,000 X ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED BA-4624684 07/01/2020 07/01/2021 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident Underinsured motorist $ 1,000,000 X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 10,000,000 A EXCESS LIAB CLAIMS-MADE UMB4624684 07/01/2020 07/01/2021 AGGREGATE $ 10,000,000 DED I I RETENTION$ $ WORKERS COMPENSATION ER PER AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $ (Mandatory in NH) If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Project:Feeder Canal Trail BASF Corporation is an additional insured if required by written contract,per endorsement number GL360PE attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN BASF Corporation ACCORDANCE WITH THE POLICY PROVISIONS. 227 Oak Ridge Parkway AUTHORIZED REPRESENTATIVE Q Toms River NJ 08755 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 360© ADDITIONAL COVERAGE MODIFICATIONS PUBLIC ENTITY - Commercial General Liability SUMMARY OF COVERAGES AND INDEX: The following is an alphabetical listing of the various coverages afforded by this endorsement. No coverage is pro- vided by this summary. Please refer to the individual coverage explanations within this endorsement for a detailed explanation of terms, conditions and what is and what is not covered. COVERAGE LIMIT PAGE Additional Insureds by Written Contract, Agreement or Permit Included 4 Amendment of Personal &Advertising Injury Included 3 Broadened Definition of Who Is An Insured Included 4 Broadened Insured Contract Definition Included 5 Chartered Aircraft Included 2 Damage To Premises Rented To You Included 2 Extended Property Damage Included 5 Method of Sharing Included 5 Newly Acquired Organizations Included 4 Non-Audit Provision Included 6 Property Damage Liability—Elevators&Sidetrack Agreements Included 2 Supplementary Payments Bail Bonds $2,500 4 Daily Loss of Earnings $1,000 4 Watercraft Liability Included 2 Worldwide Coverage Territory Included 6 GL-360 PE(09/07) °Copyright Argonaut Group Inc.2001. All rights reserved. Page 1 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 360© -ADDITIONAL COVERAGE MODIFICATIONS Commercial General Liability PUBLIC ENTITY The following modifies insurance provided under the Commercial General Liability Coverage Part: 1. WATERCRAFT The following replaces item 2. g. (2)of SECTION I-COVERAGES-COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) Any watercraft you own, use or rent that is not being used to carry persons or property for a charge; 2. CHARTERED AIRCRAFT The following is added to Exclusion 2.g. under SECTION I-COVERAGES—COVERAGE A. BODI- LY INJURY AND PROPERTY DAMAGE LIABILITY: (6) An aircraft chartered with crew. 3. PROPERTY DAMAGE LIABILITY-ELEVATORS AND SIDETRACK AGREEMENTS The following is added under SECTION I -COVERAGES-COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY: A. 2. Exclusions j. (3), (4) and (6)do not apply to the use of elevators. B. Exclusion k. does not apply to: a. The use of elevators; or b. Liability assumed under a sidetrack agreement The insurance afforded by reason of this provision is excess over any valid and collectible property insurance(including any deductible) available to the insured, and SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS 4. Other Insurance is changed accordingly. 4. DAMAGE TO PREMISES RENTED TO YOU LIABILITY 1. The last paragraph of 2. EXCLUSIONS, SECTION I—COVERAGES-COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced with the following: Exclusion c.through n. do not apply to damage by fire, lightning, explosion, smoke,water or leakage or discharge from an automatic fire protection or extinguishing system to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of in- surance applies to this coverage as described in SECTION III-LIMITS OF INSURANCE. GL-360 PE(09/07) °Copyright Argonaut Group Inc.2001. All rights reserved. Page 2 of 5 2. Paragraph 6. of SECTION III -LIMITS OF INSURANCE is replaced by the following: 6. Subject to 5. above, the Damage To Premises Rented To You Limit of$100,000 is the most we will pay for damages because of"property damage"to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of any one"occur- rence"and caused by fire, lightning, explosion, smoke,water, or leakage or discharge from an automatic fire protection or extinguishing system or any combination thereof. Subject to the Damage to Premises Rented To You Limit, the most we will pay to refill or recharge an automatic fire protection or extinguishing system is$2,500. 3. Paragraph 4. b. (2), first instance, of SECTION IV-COMMERCIAL GENERAL LIABILITY CON- DITIONS is replaced by the following: (2) That is insurance for fire, lightning, explosion, smoke,water, or leakage or discharge from an automatic fire protection or extinguishing system for premises while rented to you or tempo- rarily occupied by you with permission of the owner. 5. PERSONAL AND ADVERTISING INJURY 1. Under SECTION I-COVERAGES-COVERAGE B. PERSONAL AND ADVERTISING INJURY LIABILITY 2. Exclusions a.(1)and a.(2)are deleted and replaced with the following: a. (1) Arising out of oral, written, televised, videotaped or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; a. (2) Arising out of oral, written, televised, videotaped or electronic publication of material whose first publication took place before the beginning of the policy period; 2. SECTION V-DEFINITIONS, item 1. "Advertising injury", is deleted and replaced with the follow- ing: 1. "Advertising injury" means injury arising out of one or more of the following offenses: a. Oral, written, televised,videotaped or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, prod- ucts or services; b. Oral, written, televised, videotaped or electronic publication of material that violates a person's right of privacy; c. Misappropriation of advertising ideas or style of doing business; or d. Infringement of copyright, title or slogan. 3. SECTION V-DEFINITIONS, 14. "Personal injury", item d. is deleted and replaced by the follow- ing: d. Oral, written, televised, videotaped or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or ser- vices. 6. SUPPLEMENTARY PAYMENTS SECTION I -COVERAGES, SUPPLEMENTARY PAYMENTS-COVERAGES A AND B is revised as follows: 1. In paragraph 2., the limit of$250 for bail bonds is increased to$2,500. GL-360 PE(09/07) °Copyright Argonaut Group Inc.2001. All rights reserved. Page 3 of 5 2. In paragraph 4., the limit of$250 for daily loss of earnings is increased to$1,000. 7. ADDITIONAL INSUREDS The following are added to paragraph 2. of SECTION II-WHO IS AN INSURED but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business: e. Any member of the governing body of the named insured. f. Any boards, commissions or councils of the named insured and their members. g. Any elected or appointed officer of the named insured. h. Any authorized volunteer of the named insured. 8. NEWLY ACQUIRED ORGANIZATIONS Under SECTION II -WHO IS AN INSURED, paragraph 4. is deleted and replaced with the following: 4. If you are an organization other than a partnership or joint venture, any organization you new- ly acquire or form over which you exercise controlling interest and actively manage and to which no other similar insurance is available will be deemed to be a named insured. a. Coverage A does not apply to"bodily injury"or"property damage"that occurred before you acquired or formed the organization; and b. Coverage B does not apply to"personal injury"or"advertising injury"arising out of an of- fense committed before you acquired or formed the organization. 9. ADDITIONAL INSUREDS BY WRITTEN CONTRACT,WRITTEN AGREEMENT OR PERMIT The following is added to SECTION II -WHO IS AN INSURED: 5. Subject to all the terms, conditions and exclusions contained within this policy, an insured is any person or organization with whom you agreed, because of a written contract, written agreement or permit, to provide insurance. a. The above applies only with respect to"your work,""your product'or premises owned or used by you. b. The above does not apply unless the written contract, or written agreement has been ex- ecuted or permit issued prior to the"bodily injury", "property damage", "personal injury" or "advertising injury". c. The Limits of Insurance applicable to the additional insured are those specified in the written contract, written agreement or permit or in the Declarations for this policy,which- ever are less. The Limits of Insurance are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. GL-360 PE(09/07) °Copyright Argonaut Group Inc.2001. All rights reserved. Page 4 of 5 10. BROADENED INSURED CONTRACT DEFINITION The following changes are made to paragraph 9. "Insured Contract"of SECTION V—DEFINITIONS: 1. Item c. is replaced with the following: c. Any easement or license agreement; 2. Item d. is deleted. 11. EXTENDED BODILY INJURY AND PROPERTY DAMAGE Exclusion a. of SECTION I—COVERAGES-COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected or Intended Injury "Bodily injury"or"property damage"expected or intended from the standpoint of the insured. This exclusion does not apply to"bodily injury"or"property damage" resulting from the use of reasonable force to protect persons or property. 12. METHOD OF SHARING The following is added to SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS 4. c. Method of Sharing: In any case in which the named insured has entered into an agreement with another party, whereby such other party has undertaken to provide liability insurance to the named insured, the liability cov- erage furnished herein shall be excess over any valid and collectible insurance(whether primary, excess, contingent or on any other basis)that has been provided for the benefit of the named in- sured, except, insurance specifically arranged to be excess of this policy. When this insurance is excess by reason of the foregoing, we will have no duty to defend any claim or suit that such other insurer has a duty to defend. 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. 13. NON AUDIT PROVISION Unless required by state law Paragraph 5. Premium Audit of SECTION IV-COMMERCIAL GEN- ERAL LIABILITY CONDITIONS is deleted. 14. WORLDWIDE COVERAGE TERRITORY The definition of"coverage territory"of SECTION V—DEFINITIONS is replaced by the following: "Coverage territory" means anywhere in the world. GL-360 PE(09/07) 0 Copyright Argonaut Group Inc.2001. All rights reserved. Page 5 of 5