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18-0816_THE ECOHERO SHOW, LLC._Letter Agreement jaw, c, 32400 PASEO ADELANTO ® % gMEMBERS OP THE CITY COUNCIL SAN JUAN CAPISTRANO,CA 92675 i%', .G f t (949)493-1171 4 LLLAAA 111 �l IMORPORITIO SERGIO FARIAS (949)493-1053 FAX • Is1eNs9 O 1961 KERRY K.FERGUSON wwwsanjuancapistrano.o,' 1776 �� BRIAN L.MARYOTT • e PAM PATTERSON,ESQ. DEREK REEVE AUGUST 13,2018 THE ECOHERO SHOW,LLC 2012 W.ALLUVIAL FRESNO,CA 93711 Dear Brett Edwards, Letter Agreement for Beverage Container Recycling and Litter Reduction School Education Program This letter shall be our Agreement("Letter Agreement")regarding Beverage Container Recycling and Litter Reduction School Education Program described below ("Services") to be provided by The EcoHero Show, LLC. ("Consultant") as an independent contractor to the City of San Juan Capistrano (the "City") for the City's Educational Beverage Container Recycling Project ("Project"). Consultant is retained as independent contractor and is not an employee of the City. City and Consultant are sometimes referred to herein as"Party" or"Parties." The Services to be provided are more particularly described in the Scope of Services attached hereto as Exhibit"A"and are incorporated herein by reference. Services on the Project shall begin immediately and shall be completed by May 31, 2019, unless extended by the City in writing. Consultant shall perform all Services under this Letter Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California, and consistent with all applicable laws. Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Letter Agreement. Consultant has represented to the City that certain key personnel will perform and coordinate the Services under this Letter Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of equal competence upon written approval of the City. In the event that the City and Consultant cannot agree as to the substitution of key personnel, the City shall be entitled to terminate this Letter Agreement for cause. The key personnel for performance of this Letter Agreement are as follows: Mr. and Ms. Eco, and EcoHero performers. Compensation shall be based on the actual number of schools that are provided educational program services with a maximum of two performances per school, and shall be billed at the flat 61147.02100\24471675.3 Updated April 2018 1 The EcoHero Show, LLC August 13, 2018 Page 2 of 6 rate of$850.00 per school inclusive of all costs for contacting and arranging program dates and times with each school. Compensation will also include mileage reimbursement for actual miles traveled to and from Venice, CA to San Juan Capistrano at a rate of$0.545 per mile. The total compensation shall not exceed $9,307.00 without written approval of Steve May, Public Works • and Utilities Director. Consultant's invoices shall include a detailed description of the Services performed. Invoices shall be submitted to the City on a monthly basis as performance of the Services progresses. The City shall review and pay the approved charges on such invoices in a timely manner. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on"public works"and"maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Letter Agreement upon request. Consultant shall make copies of the prevailing rates of per diem wages for each craft,classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Sections 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. If the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of 61147.02100\24471675.3 2 The EcoHero Show, LLC August 13, 2018 Page 3 of 6 Industrial Relations against Consultant or any subcontractor that affect Consultant's performance of services, including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor. Consultant shall provide proof of: A. Commercial General Liability Insurance, of at least $1,000,000 per occurrence/$2,000,000 aggregate for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability most recent Occurrence Form CG 00 01; B. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, of at least $1,000,000 per occurrence for bodily injury and property damage, at least as broad as most recent Insurance Services Office Form Number CA 00 01 covering automobile liability, Code 1 (any auto); C. Workers' Compensation in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per occurrence; and D. Consultants providing professional services shall provide Professional Liability (Errors and Omissions) Insurance of at least$1,000,000. Insurance carriers shall be licensed to do business in California and maintain an agent for process within the state. Such insurance carrier shall have not less than an "A-:VII" rating according to the latest Best Key Rating unless otherwise approved by the City. The City, its officials, officers, employees, agents and authorized volunteers shall be named as Additional Insureds on Consultant's policies of Commercial General Liability and Automobile Liability insurance and such coverage provided to the City as an Additional Insured shall apply on a primary and non-contributory basis. Waiver of subrogation endorsements in favor of the City shall be provided on Consultant's policies of Commercial General Liability, Automobile Liability and Workers' Compensation/Employer's Liability insurance. The City may terminate this Letter Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter Agreement without cause before Project completion, Consultant shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Consultant may terminate this Letter Agreement only upon 30 calendar days'written notice to the City only in the event of City's failure to perform in accordance with the terms of this Letter Agreement through no fault of Consultant. To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project or this Letter Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, 61147.02100\24471675.3 3 The EcoHero Show, LLC August 13, 2018 Page 4 of 6 officers, employees, agents, or volunteers. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of"design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of; pertain to, or relate to the negligence,recklessness,or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim,including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws,rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements; all emissions limits and permitting requirements imposed by the California Air Resources Board (CARB) or other governmental agencies; and all water quality laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the City. By executing this Letter Agreement,Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including,but not limited to,the Immigration Reform and Control Act of 1986,as may be amended from time to time. Consultant shall maintain records of its compliance, including its verification of each employee, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant's compliance with the requirements. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, sub- subcontractors and consultants performing any work relating to the Project or this Letter Agreement to make the same verifications and comply with all requirements and restrictions provided herein. Consultant's failure to comply or any material misrepresentations or omissions relating thereto shall be grounds for terminating this Letter Agreement for cause. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which 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. Finally, Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor,employee or applicant for employment in violation of state or federal law. As provided for in the indemnity obligations of this Letter Agreement, Consultant shall indemnify City against any alleged violations of this paragraph, including, but not limited to, any fines or penalties imposed by any governmental agency. This Letter Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Letter Agreement, the action shall be brought in a state or federal court situated in Orange County, State of California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or 61147.02100\24471675.3 4 The EcoHero Show, LLC August 13, 2018 Page 5 of 6 payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq.prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all.procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City. Consultant shall not assign,sublet,or transfer this Letter Agreement or any rights under or interest in this Letter Agreement without the written consent of the City, which may be withheld for any reason. This Letter Agreement may not be modified or altered except in writing signed by both parties. Except to the extent expressly provided for in the termination paragraph, there are no intended third party beneficiaries of any right or obligation of the Parties. This is an integrated Letter Agreement representing the entire understanding of the parties as to those matters contained herein,and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. Since the Parties or their agents have participated fully in the preparation of this Letter Agreement, the language of this Letter Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. The captions of the various paragraphs are for convenience and ease of reference only, and do not define, limit,augment,or describe the scope,content or intent of this Letter Agreement. Consultant warrants that the individual who has signed this Letter Agreement has the legal power, right and authority to make this Letter Agreement and bind the Consultant hereto. If you agree with the terms of this Letter Agreement, please indicate by signing and dating where indicated below. CITY OF SAN JUAN CAPISTRANO THE ECOHERO SHOW, LLC Approved By: _zi_. ----- (iv<e-Ji4cAl Steve May Signature Public Works and Utilities Director Brett Edwards Sr/6//8 Name Date CEO Title Approved As To Form: 08/10/2018 Date Ci Attorney i 61147.02100\24471675.3 5 The EcoHero Show, LLC August 13, 2018 Page 6 of 6 • EXHIBIT A Scope of Services Consultant shall provide environmental educational programs ("The EcoHero Show") to the City of San Juan Capistrano elementary schools for grades kindergarten through sixth grade. Content of the educational programs shall focus on beverage container recycling and litter reduction in compliance with CalRecycle CCPP Beverage Container Grant Funding Guidelines. Each educational presentation will be a minimum of forty (40) minutes and may involve a maximum of two (2) presentations per school. The City will provide of list of elementary schools for program performance coordination. Consultant will be responsible for contacting schools and arranging dates and times for program presentations. Consultant shall provide the City a list of program dates, school location, and times of educational performances prior to program presentations. All educational program presentations shall be completed and invoiced prior to May 31, 2019. Consultant shall provide to the City statistics from all presentations and copy of presentation materials. The EcoHero Show presentations shall accomplish the following: • Reinforce and create a sustainable culture at schools • Education on CRV recycling • Education in litter reduction • Increase overall recycling in the schools • Promote personal behavior change to adopt at school and home • Inspire EooHero leaders for the life 61147.02100\24471675.3 6 -----■ ® ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MMYY) L..---- 08/15/20112018 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 Mikhail Sarkhosh NAMESarkhosh Insurance Agency PHONE FAX (ac.No.Ext): 559.243.9000 WC,No):559.449.8466 2491 W.Shaw Suite#124 E-MAIL Fresno,CA 93711 ADDRESS: mikhail@sarkhoshins.com License#: 0E83633 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Scottsdale Insurance Company INSURED INSURER B: Mercury Insurance Company 138342 The EcoHero Show LLC INSURER C: State Compensation Insurance Fund I 2012 W Alluvial Ave INSURER D: United States Liability Insurance Company 1 Fresno,CA 93711-0449 INSURERE: INSURER F: I COVERAGES CERTIFICATE NUMBER: 00000000-0 REVISION NUMBER: 39 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 ADDL SUBRPOLICY EFF POLICY EXP W LTR TYPE OF INSURANCE INSD VD POLICY NUMBER I(MM/DD/YYYY) (MMIDD/YYYY) LIMITS A X i COMMERCIAL GENERAL LIABILITY Y Y CPS2825386 08/22/2018 08/22/2019 EACH OCCURRENCE .$ 2,000,000 DAMAGE TO RENTED 1 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 100,000 • MED EXP(Any one person) $ 5,000 PERSONAL BADV INJURY $ 2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY jECT I I LOC PRODUCTS-COMP/OP AGG S 4,000,000 OTHER: Abuse&Molestation $ 50,000 B AUTOMOBILE LIABILITY Y Y BA040000040533 01/25/2018 01/25/2019 (EaacGdeDnt)SINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) S OWNED '-', SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) S HIRED , NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) Uninsured Motor $ 1000000 UMBRELLA LIAB OCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE AGGREGATE S DED RETENTIONS S C WORKERS COMPENSATION 9223254-17 12/22/2017 12/22/2018 X SER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT 5 1,000,000 OFFICER/MEMBER EXCLUDED? Y N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 D PROFESSIONAL LIABILI SPI567570 01/20/2018 01/20/2019 2,000,000 A Sexual Misconduct CPS2825386 08/22/2018 08/22/2019 25,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may he attached if more space is required) The City of San Juan Capistrano, its directors,officials,officers,employees,agents and volunteers are named as additionally insured in respects to General Liability policies per attached endorsement(s).This insurance is deemed primary and certificate holders insurance shall be non-contributory per attached Endorsement Workers Comp:Brett Edwards CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of San Juan Capistrano ACCORDANCE WITH THE POLICY PROVISIONS. 32400 Paseo Adelanto San Juan Capistrano,CA 92675 AUTHORIZED REPRESENTATIVE I /OF. (MMS) ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Printed by MMS on August 15,2018 at 04:05PM COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND 'NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condi- (2) You have agreed in writing in a contract or tion and supersedes any provision to the contrary: agreement that this insurance would be pri- Primary And Noncontributory Insurance mary and would not seek contribution from any other insurance available to the additional This insurance is primary to and will not seek con- insured. tribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 04 13 Copyright, Insurance Services Office, Inc., 2012 Page 1 of 1 INSURED POLICY NUMBER: CPs2825386 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAD AGREED TO WAIVE THE RIGHTS OF RECOVERY, PROVIDED SUCH AGREEMENT IS MADE IN WRITING AND PRIOR TO THE LOSS Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV-Conditions: 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. CG 24 04 05 09 Copyright, Insurance Services Office, Inc., 2008 Page 1 of 1 INSURED cg2404a.fap ENDORSEMENT JC SCOTTSDALE INSURANCE COMPANY° N O. ATTACHED TO AND ENDO RSEM ENT EFFECTIVE DATE FORMINGAPARTOF NAM ED INSURED AGENT NO. ('12:07 A.M.STANDARD TIM EJ POLICY NUMBER CPS2825386 08/22/2018 THE ECOHERO SHOW LLC 04071 • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART With respect to this endorsement, SECTION II - WHO IS a. All work, including materials, parts or equip- AN INSURED is amended to include as an additional in- ment furnished in connection with such work, sured any person or organization whom you are required on the project (other than service, mainte- to add as an additional insured on this policy under a writ- nance or repairs) to be performed by or on be- ten contract, written agreement or written permit which half of the additional insured(s) at the location must be: of the covered operations has been com- pleted; or a. Currently in effect or becoming effective during the term of the policy; and b. That portion of"your work"out of which the in- jury or damage arises has been put to its in- b. Executed prior to the "bodily injury," "property tended use by any person or organization damage,"or"personal and advertising injury." other than another contractor or subcontractor The insurance provided to these additional insureds is lim- engaged in performing operations for a princi- ited as follows: pal as a part of the same project. 1. That person or organization is an additional in- 3. The limits of insurance applicable to the additional sured only with respect to liability for "bodily insured are those specified in the written contract, injury," "property damage"or "personal and adver- written agreement or written permit or in the Decla- tising injury"caused, in whole or in part, by: rations for this policy, whichever is less. These lim- its of insurance are inclusive of, and not in addition a. Your acts or omissions; or to, the Limits of Insurance shown in the Declara- • b. The acts or omissions of those acting on your tions for this policy. behalf. 4. Coverage is not provided for "bodily injury," "prop- A person's or organization's status as an additional erty damage," or "personal and advertising injury" insured under this endorsement ends when arising out of the sole negligence of the additional your operations for that additional insured are insured. completed. 5. The insurance provided to the additional insured 2. With respect to the insurance afforded to these ad- does not apply to "bodily injury," "property dam- ditional insureds, the following exclusions are age," or "personal and advertising injury" arising added to item 2. Exclusions of SECTION I - out of an architect's, engineer's or surveyor's ren- COVERAGES: dering of or failure to render any professional serv- ices including: This insurance does not apply to "bodily injury," "property damage"or"personal and advertising in- jury"occurring after: Includes copyrighted material of ISO Properties,Inc.,with its permission. Copyright,ISO Properties,Inc.,2004 GLS-150s(7-06) Page 1 of 2 INSURED a. The preparing, approving or failing to prepare written contract specifically requires that this insur- eroppmvomopo. shop drawings, opinions, re- ance be primary. ports, surveys, field undors, change orders or When this insurance is excess, we will have no du- d rawings and specifications; and u'drawingsondspecifioations; and ty under SECTION I - COVERAGES to defend the b. Supomisory, inspection, architectural or engi- additional insured against any "suit"if any other in- neehngoctivitins. surer has a duty to defend the additional insured against that "suit." If no other insurer defends, we G. Any coverage provided hereunder will be excess will undertake to do so, but we will be entitled to over any other valid and collectible insurance avail- the additional insured's rights against all those oth- able to the additional insured whether primary, ex' e,)nsu,mrs. oess, contingent or on any other basis unless a O8/22/20l8 / AUTHORIZED REPRESENTATIVE DATE Includes copyrighted materialof ISO Propertie .mu,^mxusnermismon. Copyright,ISO Properties,Inc.,2004 GLS-150s(7-06) Page 2 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM • • With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. The following is added to the Section II—Liability Coverage,Paragraph A.1.Who Is An Insured Provision: Any person or organization that you are required to include as additional insured on the Coverage Form in a written contract or agreement that is signed and executed by you before the"bodily injury"or"property damage" occurs and that Is in effect during the policy period is an"insured"for Liability Coverage,but only for damages to which this Insurance applies and only to the extent that person or organization qualifies as an"insured"under the Who Is An Insured provision contained In Section II. • • • • • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. SECTION IV—BUSINESSS AUTO CONDITIONS, A. Loss Conditions, 5.Transfer of Rights Of Recovery Against Others To Us, the following is added: We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any"accident" or"loss", provided that the "accident' or"loss"arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract.