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HomeMy Public PortalAboutC-21-154 - SAFE 2 PLAY, LLCAGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND SAFE 2 PLAY, LLC THIS AGREEMENT FOR CONTRACT SERVICES (herein '`Agreement") is made and entered into this //, day o 021 by and between the CITY OF CARSON, a California municipal corporation ("City") and SAFE 2 PLAY, LLC, a California limited liability company ("Consultant'). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." NOW, THEREFORE, the parties hereto agree as follows: 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Consultant shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Consultant warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses Permits Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement. 1.4 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit `B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit `B" shall govern. 2. COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of Fifteen Thousand Two Hundred Seventy -Five Dollars ($15,275.00) ("Contract Sum"). 2.2 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall 01007.0001!744150.3 detail charges for all necessary and actual expenses by the following categories: labor (by sub- category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty five (45) days of receipt of Consultant's: correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by the City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.3 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding thirty (30) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall 01007.0001/744150.3 -2- ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D" ). 4. COORDINATION OF WORK 4.1 Representative of Consultant. Craig Faitel, President, is hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All personnel of Consultant and any authorized agents shall be under the exclusive direction of the representative of Consultant. Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, and shall keep City informed of any changes. 4.2 Contract Officer. Tim Grierson, Recreation Superintendent, or such other person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith ("Contract Officer"). 4.3 Prohibition Against Subcontracting or Assignment. Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of City with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City, or that it is a member of a joint enterprise with City. 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: 01007.0001/744150.3 -3- (a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, either the general aggregate limit shall apply separately to this contract/location, or the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence and property damage liability limits of $150,000 per occurrence or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars, and any other automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B". (f) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended 01007.0001/744150.3 4- or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsement to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City's Risk Manager or other designee of the City due to unique circumstances. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. The Contract Officer shall have fall and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement or as the Contract Officer shall require. 01007.0001/744150.3 -5- 6.3 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than the City without prior written authorization from the Contract Officer. (b) Consultant shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives the City notice of such court order or subpoena. (c) If Consultant provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify the City should Consultant be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any parry regarding this Agreement and the work performed thereunder. The City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with the City and to provide the City with the opportunity to review any response to discovery requests provided by Consultant. 6.4 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the "documents and materials") prepared by Consultant in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 01007.0001/744150.3 -6- 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. 7.3 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under this Agreement. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit "C". In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.5 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for 01007.0001/744150.3 -7- completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 8. MISCELLANEOUS 8.1 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class 8.2 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.3 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other parry or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other parry of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 8.4 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 8.5 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 8.6 Waiver. No delay or omission in the exercise of any right or remedy by non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. A parry's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in 01007.0001/744150.3 -8- writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.7 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 8.8 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 8.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 8.10 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or mwiicipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money; consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials 8.11 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. 01007.00011744150.3 -9- [Signatures on the following page.] 01007.0001/744150.3 -10- IN WITNESS WHEREOF. the partics hereto have cxccutcd this Agreement on the date and vear first -above uTittcn. CITY: CITY ATTEST:, * ` r� Toy ; o�, Dem API'R D AS 1'0 DORM: J A I:.SlIII� & WYNDE'R. LLl' Sun • I SoI ni_ Cih• Attornc% ri CONSULTANT: SAI -*I-.'2 PLAY. LLC_ a Calili mUl Ilmiicrl 11.,1hili1v compare% Tuner: Cr• v. F�titcl Title: 11rci dealt Aciclress: f (X)A Vcicr.m.% Ct. Mtirtinci. CA 94553 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1108 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of c C i On /. % ,,; before me, Date ' ! Here Insert Name and Title of the Officer personally appeared ( _ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. >_- _ _.:_COS Ccs— E s �crr_5. 202= I certify under PENALTY OF PERJURY under the laws of the State of �A ifornia that the foregoing paragraph is true and correct. WITNESS my hand and official seal - f Signature Signature of Notary Publi5c,1_1 Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: 0 Corporate Officer — Title(s): ❑ Partner — ❑ Limited = General D Individual Attorney in Fact Trustee ! Guardian or Conservator O Other: Signer Is Representing: Signer's Name. - E Corporate Officer — Title(s): C Partner — n Limited n General O Individual ❑ Attorney in Fact Trustee F' Guardian or Conservator Other: Signer Is Representing: CtC{C t�aYG��7C(C tl�('LhCk'l.;�J�✓%l,4J1'y,v :'rzy,1%;ZfH1'I_(i:L'7!1{x(u,;� y ©2014 National Notary Association - www.NaflonaiNotary.org • 1 -800 -US NOTAAV (1-800-876-6827) Item fi5907 EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services: A. Perform a certified playground safety inspection/audit in accordance with ASTM and CPSA standards, addressing all aspects of the playground including but not limited to playground structures and surfacing (except as provided in subsection (B), below, with respect to surface impact testing), of each of the City's 19 playgrounds, located at the following sites: 1. Anderson Park - 19101 S. Wilmington Avenue, Carson, CA 90746; 2. Calas Park - 1000 East 220th Street, Carson, CA 90745; 3. Carriage Crest Park - 23800 S. Figueroa Street, Carson, CA 90745; 4. Carson Park - 21411 S. Orrick Street, Carson, CA 90745; 5. Community Center — 801 E. Carson Street, Carson, CA 90745 (East Wing — Early Childhood/ECE Area); 6. Del Amo Park- 703 East Del Amo Boulevard, Carson, CA 90746; 7. Dolphin Park - 21205 South Water Street, Carson, CA 90745; 8. Dominguez Park - 21330 Santa Fe Avenue, Carson, CA 90810; 9. Foisia Park - 23410 Catskill Avenue, Carson, CA 90745; 10. Friendship Mini -Park - 21930 S. Water Street, Carson, CA 90745; 11. Hemingway Park - 700 E. Gardena Boulevard, Carson, CA 90746; 12. Mills Park — 1340 Dimondale Drive, Carson, CA 90746 (two (2) playground areas); 13. Perry Street Mini -Park - East 215th Place & South Perry Street, Carson, CA 90745; 14. Reflections Mini -Park - 21208 Shearer Avenue, Carson, CA 90745; 15. Stevenson Park - 17400 Lysander Drive, Carson, CA 90746 (two (2) playground areas - north and south end playgrounds); 16. Veterans Park - 22400 Moneta Avenue, Carson, CA 90745; 17. Walnut Street Mini -Park - 440 E. Walnut Street, Carson, CA 90746. 01007.0001/744150.3 A-1 B. Perform a Safety Surface Impact Test consisting of 3 drops in 3 areas to determine the GMAX and HIC in accordance with applicable ASTM and CPSA standards at each of the following playground sites, for a total of 16 such tests: 1. Anderson Park; 2. Calas Park; 3. Carriage Crest Park; 4. Carson Park; 5. Community Center — East Wing — ECE Area; 6. Del Amo Park 7. Dolphin Park 8. Dominguez Park 9. Hemingway Park 10. Mills Park - two (2) playground areas; 11. Perry Street Mini -Park 12. Reflections Mini -Park 13. Stevenson Park - two (2) playground areas; 14. Veterans Park. C. All inspections and tests shall be performed using the required tools in accordance with ASTM/CPSC standards for testing, and shall be scheduled at dates/times approved by the Contract Officer so as to facilitate the presence of designated City staff at the inspections for the purpose of immediately closing playground facilities or equipment as they deem necessary during the inspections. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. A detailed report for each playground area that is inspected pursuant to Section I.A, above, including a line by line breakdown of all applicable safety regulations with a compliant/non-compliant checkbox next to them, with photographs. Any issues or conditions that are non-compliant with ASTM or CPSC standards shall be identified and described in the report. The report shall also identify and describe any and all warning and information labelling installed, any immediate corrective action taken during the inspection, and any recommended repairs. 01007.0001/744150.3 B. A detailed report of each safety surface impact test conducted, specifying the GMAX and HIC and identifying and describing any areas that are non-compliant with ASTM or CPSC standards. C. Warning and information labels shall be installed on-site by Consultant as needed for any unsafe equipment or conditions identified during any inspection, and in accordance with applicable regulations and safety standards. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City updated of the status of performance by delivering the following status reports: A. Scheduling updates and proposed schedules pursuant to Section I.0 of this Exhibit. B. Reports to the Contract Officer as specified in Section II.A-B of this Exhibit. C. Other reports as requested by the Contract Officer. IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: A. Craig Faitel, President 10 C. 01007.0001/744150.3 EXHIBIT `B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) I. Section 3.4 ("Term") of the Agreement is hereby amended to read in its entirety as follows (added text shown in bold italics, deleted text shown in stfike*4oug ): "3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding six (6) months one (wear from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D")." 01007.0001/744150.3 B-1 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following Services at the following rates: II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 2.3. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice, in accordance with Section 2.2. Each invoice is to include: A. Line items for all the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed $15,275, as provided in Section 2.1 of this Agreement. C-1 01007.0001/744150.3 RATE QTY SUB -BUDGET A. Task A (Playground Safety $375 19 $7,125 Inspections and Reports) B. Task B (Safety Surface $450 16 $7,200 Impact Tests and Reports) C. Task C (Travel Expenses, $950 N/A $950 Warning/Information Labels) II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 2.3. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice, in accordance with Section 2.2. Each invoice is to include: A. Line items for all the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed $15,275, as provided in Section 2.1 of this Agreement. C-1 01007.0001/744150.3 I. H. EXHIBIT "D" SCHEDULE OF PERFORMANCE Consultant shall perform all Services timely in accordance with the following schedule: C. Task A Task B Task C Days to Perform 90 days 90 days 60 days Deadline Date Inspections: to be completed within 60 days from Notice to Proceed. Reports: to be completed within 30 days from completion of relevant inspection. Tests: to be completed within 60 days from Notice to Proceed. Reports: to be completed within 30 days from completion of relevant test. [Labeling to be installed during inspections] Consultant shall deliver the following tangible work products to the City by the following dates. A. Playground safety inspection reports — see Section I of this Exhibit. B. Safety surface impact test reports — see Section I of this Exhibit. C. Warning and information labels — see Section I of this Exhibit. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. D-1 01007.0001/744150.3 SAFE 2 PLAY— Certified Matters Playground Safety Inspections & more Craig Faitel — President 1008 Veterans Ct., Martinez CA 94553 Cell: 925-999-0117 CraigFaitel(aD__pmail.com www.Play_groundSafetylnspections.net PROJECT: Certified Playground Safety Inspection: City of CARSON PARKS: Listed on next page CONTACT: Scott Griffee sgriffee(a)carsonca.gov 3108473570 701 E Carson Street, Carson, CA 90745 (310) 830-7600 DATE: 9-21-2021 TITLE: Five city parks ESTIMATE Item Description Seventeen parks with 19 certified safety inspections and reports for the playground equipment and site. Any non-compliant issues will be listed in the certified inspection for the playground. Completed using the required tools that are ASTM/CPSC standards for testing. 19 x $375 = $ 7,125.00 2. Sixteen Safety Surface Impact Tests using the Triax 2015 drop tests (3 drops in 3 areas) will be used to determine the G -Max and HIC. The G -Max must be under 200 and the HIC must be under 1000 for compliance (ASTM F 1292). 16 x $450 = $7,200.00 3. Travel expenses and any needed waming/information labels will be installed on site during the inspection. $950.00 Total: $15,275.00 Sole Proprietorship Letter Certified Playground Safety Inspections & More Regarding: Sole Proprietorship Date: April 22th, 2021 Owner / Inspector: Craig Faitel Licenses # 38539-0620 To who it may concern, Safe 2 Play — Certified Matters is a sole proprietorship and has no employees and therefore needs no workers compensation. Best regards, Craig Faitel — Owner Signed: e4a4 gee SAFE 2 PLAY — Certified Matters PlaygroundSafetylnspections.net Craig Faitel — President 925-999-0117 CRAIG -1 '4�4 R CERTIFICATE OF LIABILITY INSURANCE LP DATE(M 10/277/20/20YYY) 21 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 765-534-3152 Cooper Insurance Service, Inc Playground Book P.O. P.O. SOX 638 Lapel, IN 46051 Bill Hodgkins NONEACT gill Hodgkins PHONE 765-534-3152FAX 765-534-2067 (A/C, No, Ext): No): E-MAIL ADDRESS: bil cooperin iana.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Cincinnati Specialty Un Ins Co 13037 X � � ralgra aitel I INSURER B: StarStone National Ins. Co. INSURER C: dba Safe 2 Play Safe 2 Play, LLC 1008 Veterans Ct Martinez, CA 94553 INSURER D: INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: DGv!clnrl wuADCD. 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. ILTRNSR TYPE OF INSURANCE DDL UBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR X X CS1 IU041063 10/18/2021 110118/2022 EACH OCCURRENCE $ 1,000,000 DAMAGES ( RENTED PREMISES R occurrence) $ 100,000 MED EXP (Any oneperson) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY a JECOT- LOC GENERAL AGGREGATE $ 2,000,UOU PRODUCTS - COMP/OP AGG ( $ 2,000,000 OTHER: j AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident) $ BODILY INJURY Perperson) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ UNON-OWNED ONLY AUUO I OaDAMAGE $ rcitlnATOS B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 79225S212ALI 10118/2021110/18/2022 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 DED ! RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED' E] (Mandatory in NH) If yes, describe under N / A SII PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE EI $ E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS below A Professional Liab CSU0141080 I 10/18/2021.10)18/2022 I Limit 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carson, its elected and appointed officers, employees, volunteers and agents are named as additional insured regarding general liability per written contract on a primary and non-contributory basis. Waiver of subroggation appplies in favor of the additional insured. Per forms CSGA437 and CSGA4087 attached CITYCA3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of CarsonIti 0 V.e THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 18601 S Main Street r T Y ACCORDANCE WITH THE POLICY PROVISIONS. Carson, CA 90248 AUTHORIZED REPRESENTATIVE AL,UKU LS (YUI1b/U3) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CSGA 408712 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - PER CONTRACT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to Paragraph 8. Transfer of Rights of Recovery Against Others to Us of SECTION IV - CONDITIONS: If you have agreed, in a written contract or agreement, to provide a waiver of any right of recovery against a person or organization, we will waive any right of recovery we may have against that person or organization 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 that person or organization for which you have agreed to in a written contract to provide said waiver. Includes copyrighted material of Insurance CSGA 4087 12 12 Services Office, Inc., with its permission. Page 1 of 1 A� or CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDNYYY) F10/26/2021 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(les) 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 Number1 Insurance Marketing Services CONTACT NAME: Barbara 17111 Beach Blvd Ste 103 Huntington Beach, CA 92647 PHOE A/CNNo Ext): (714)848-4400 FAX No): (714)848-3500 E-MAIL ADDRESS: Proof@numberlins.com INSURER(S) AFFORDING COVERAGE NAIC # License #: OC17917 INSURER A: California Automobile Ins 38342 INSURED INSURERB: SAFE 2 PLAY 1008 VETERANS CT MARTINEZ, CA 94553 INSURER C: INSURER D : INSURER E: INSURER F: L;VVt_KACitS CERTIFICATE NUMBER: 00009639-379943 REVISION NUMBER: 2 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F71 OCCUR EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'LAGGREGATE LIMIT APPLIES PER: PRO- POLICY ❑ JECT LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ OTHER: A AUTOMOBILE LIABILITY Y Y BA040000051273 02/28/2021 02/28/2022 Ee a cidery SINGLE LIMIT $ 1,000,000 000000 ANY AUTO BODILY INJURY (Per person) $ OWNEDX AUTOS SCHEDULED AUTOS ONLY BODILY INJURY (Per accident) $ HIRED NON-OWNEDPROPERTY AUTOS ONLY AUTOS ONLY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER I OTH- AND EMPLOYERS' LIABILITY Y / N STATUTE ER E.L. EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? F_N/A E.L. DISEASE - EA EMPLOYE $ (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carson, its elected and appointed officers, employees, volunteers and agents are additional insureds with regards to Commercial Auto when required by written contract with the insured City of Carson 701 E Carson Street CARSON, CA 90745 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 U 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Printed by BPP on 10/26/2021 at 05:26PM 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. MCA20480711 COMMERCIAL GENERAL LIABILITY CSGA 437 12 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU - OPERATIONS AND COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A SECTION II - WHO IS AN INSURED is amended to include as an additional insured any person or organization when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy, but only with respect to "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions in the perform- ance of your ongoing operations for the additional insured; 2. The acts or omissions of those acting on your behalf in the performance of your ongoing operations. for the additional in- sured; or 3. "Your work" performed for the additional insured and included in the "products - completed operations hazard". If not specified otherwise in the written con- tract or agreement, a person's or organiza- tion's status as an additional insured under this endorsement ends one year after your opera- tions for that additional insured are completed. The written contract or agreement must be currently in effect or become effective during the term of this Coverage Part. The contract or agreement must be executed prior to the "bod- ily injury", "property damage" or "personal and advertising injury' to which this endorsement pertains. However: 1. The insurance afforded to such additional insured only applies to the extent permit- ted by law; and 2. If coverage provided to the additional in- sured is required by a contract or agree- ment, the insurance afforded to such ad- ditional insured will not be broader than that which you are required by the con- tract or agreement to provide for such ad- ditional linsured. B. With respect to the insurance afforded to these additional insureds, the following addi- tional exclusions apply: This insurance does not apply to: 1. "Bodily injury", "property damage" or "per- sonal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineer- ing or surveying services, including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or draw- ings and specifications; or b. Supervisory, inspection, architectural or engineering activities. 2. "Bodily injury" or "property damage" aris- ing out of "your work" for which a consoli- dated (wrap-up) insurance program has been provided by the prime contrac- tor/project manager or owner of the con- struction project in which you are involved. 3. "Bodily injury", "property damage" or "per- sonal and advertising injury' to any em- ployee of you or to any obligation of the additional insured to indemnity another because of damages arising out of such injury. Includes copyrighted material of ISO CSGA437 12 13 Properties, Inc., with its permission. Page 1 of 2 4. 'Bodily injury", "property damage" or "per- sonal and advertising injury' for which the Named Insured is afforded no coverage under this policy of insurance. C. With respect to the insurance afforded to these additional insureds, SECTION III - LIM- ITS OF INSURANCE is amended to include: The limits applicable to the additional insured are those specified in the written contract or agreement or in the Declarations of this Cov- erage Part, whichever is less. If no limits are specified in the written contract or agreement, the limits applicable to the additional insured are those specified in the Declarations of this Coverage Part. The limits of insurance are in- clusive of and not in addition to the limits of in- surance shown in the Declarations. D. With respect to the insurance afforded to these additional insureds, SECTION IV - COMMERCIAL GENERAL LIABILITY CON- DITIONS, 4. Other Insurance is amended to include: Any coverage provided herein will be excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis unless you have agreed in a written con- tract or written agreement executed prior to any loss that this insurance will be primary. This insurance will be noncontributory only if you have so agreed in a written contract or written agreement executed prior to any loss and this coverage is determined to be primary. Includes copyrighted material of ISO CSGA4371213 Properties, Inc., with its permission. Page 2 of 2 POLICY NUMBER: BA040000051273 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. MCA04440913