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HomeMy WebLinkAboutValley CM Inc; 2019-08-14; PSA20-845TRANPSA20-845TRAN General Counsel Approved Version 6/12/18 1 of 9 AGREEMENT FOR INSTALLATION OF NEW RECYCLED WATER SERVICES CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES VALLEY CM, INC. THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2019, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and VALLEY CM, INC., a California corporation, ("Contractor"). RECITALS A.CMWD requires the professional services of a consultant that is experienced inconstruction management and inspection services. B.Contractor has the necessary experience in providing professional services andadvice related to construction management and inspection services. C.Contractor has submitted a proposal under solicitation number RFQ19-645TRANto CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1.SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the"Services") that are defined in attached Exhibit "A", which is incorporated by this reference inaccordance with this Agreement’s terms and conditions. 2.STANDARD OF PERFORMANCEWhile performing the Services, Contractor will exercise the reasonable professional care and skillcustomarily exercised by reputable members of Contractor's profession practicing in theMetropolitan Southern California Area, and will use reasonable diligence and best judgment whileexercising its professional skill and expertise. 3.TERMThe term of this Agreement will be effective for a period of one (1) year from the date first abovewritten. The Executive Manager may amend the Agreement to extend it for one (1) additional yearperiod or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. Theparties will prepare a written amendment indicating the effective date and length of the extendedAgreement. 4.TIME IS OF THE ESSENCETime is of the essence for each and every provision of this Agreement. 5.COMPENSATIONThe total fee payable for the Services to be performed during the initial Agreement term will beninety-seven thousand eight hundred sixty dollars ($97,860.00). No other compensation for theServices will be allowed except for items covered by subsequent amendments to this Agreement.CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". DocuSign Envelope ID: 68D8DC76-A1A1-4C0D-B8C3-AA436B1F7563 August 14th PSA20-845TRAN General Counsel Approved Version 6/12/18 2 of 9 6.PREVAILING WAGE RATESAny construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulativelyexceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws.The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to theSection 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of theCalifornia Labor code, a current copy of applicable wage rates is on file in the office of the CityEngineer. Contractor shall not pay less than the said specified prevailing rates of wages to allsuch workers employed by him or her in the execution of the Agreement. Contractor and anysubcontractors shall comply with Section 1776 of the California Labor Code, which generallyrequires keeping accurate payroll records, verifying and certifying payroll records, and makingthem available for inspection. Contractor shall require any subcontractors to comply with Section1776. 7.STATUS OF CONTRACTORContractor will perform the Services in Contractor's own way as an independent contractor andin pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor willbe under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will notbe considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 8.SUBCONTRACTINGContractor will not subcontract any portion of the Services without prior written approval ofCMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directlyor indirectly employed by the subcontractor, as Contractor is for the acts and omissions of personsdirectly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsiblefor payment of subcontractors. Contractor will bind every subcontractor and every subcontractorof a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 9.OTHER CONTRACTORSCMWD reserves the right to employ other Contractors in connection with the Services. DocuSign Envelope ID: 68D8DC76-A1A1-4C0D-B8C3-AA436B1F7563 PSA20-845TRAN General Counsel Approved Version 6/12/18 3 of 9 10.INDEMNIFICATIONContractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their officers, officials, employees and volunteers from and against all claims, damages, losses and expensesincluding attorneys fees arising out of the performance of the work described herein caused byany negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the their self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 11.INSURANCEContractor will obtain and maintain for the duration of the Agreement and any and allamendments, insurance against claims for injuries to persons or damage to property which mayarise out of or in connection with performance of the services by Contractor or Contractor’sagents, representatives, employees or subcontractors. The insurance will be obtained from aninsurance carrier admitted and authorized to do business in the State of California. The insurancecarrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a ratingin the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed bythe National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 11.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 11.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. DocuSign Envelope ID: 68D8DC76-A1A1-4C0D-B8C3-AA436B1F7563 PSA20-845TRAN General Counsel Approved Version 6/12/18 4 of 9 11.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 12.BUSINESS LICENSEContractor will obtain and maintain a City of Carlsbad Business License for the term of theAgreement, as may be amended from time-to-time. 13.ACCOUNTING RECORDSContractor will maintain complete and accurate records with respect to costs incurred under thisAgreement. All records will be clearly identifiable. Contractor will allow a representative of CMWDduring normal business hours to examine, audit, and make transcripts or copies of records andany other documents created pursuant to this Agreement. Contractor will allow inspection of allwork, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 14.OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuantto this Agreement is the property of CMWD. In the event this Agreement is terminated, all workproduct produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copyof the work product for Contractor’s records. 15.COPYRIGHTSContractor agrees that all copyrights that arise from the services will be vested in CMWD andContractor relinquishes all claims to the copyrights in favor of CMWD. DocuSign Envelope ID: 68D8DC76-A1A1-4C0D-B8C3-AA436B1F7563 PSA20-845TRAN General Counsel Approved Version 6/12/18 5 of 9 16.NOTICESThe name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD For Contractor Name Valerie Airey Name Paul Mochel Title Municipal Projects Manager Title Principal Construction Manager Carlsbad Municipal Water District Address 3525 Del Mar Heights Road, #192 Address 1635 Faraday Av San Diego, CA 92130 Carlsbad, CA 92008 Phone 866-966-2720 Phone 760-608-2764 E-mail paul.mochel@valleycm.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17.CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with therequirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall reportinvestments or interests in all categories. Yes No 18.GENERAL COMPLIANCE WITH LAWSContractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performanceof the Services by Contractor. Contractor will at all times observe and comply with these laws,ordinances, and regulations and will be responsible for the compliance of Contractor's serviceswith all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 19.DISCRIMINATION AND HARASSMENT PROHIBITEDContractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20.DISPUTE RESOLUTIONIf a dispute should arise regarding the performance of the Services the following procedure willbe used to resolve any questions of fact or interpretation not otherwise settled by agreementbetween the parties. Representatives of Contractor or CMWD will reduce such questions, andtheir respective views, to writing. A copy of such documented dispute will be forwarded to bothparties involved along with recommended methods of resolution, which would be of benefit toboth parties. The representative receiving the letter will reply to the letter along with arecommended method of resolution within ten (10) business days. If the resolution thus obtainedis unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the DocuSign Envelope ID: 68D8DC76-A1A1-4C0D-B8C3-AA436B1F7563 PSA20-845TRAN General Counsel Approved Version 6/12/18 6 of 9 Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21.TERMINATIONIn the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD mayterminate this Agreement for nonperformance by notifying Contractor by certified mail of thetermination. If CMWD decides to abandon or indefinitely postpone the work or servicescontemplated by this Agreement, CMWD may terminate this Agreement upon written notice toContractor. Upon notification of termination, Contractor has five (5) business days to deliver anydocuments owned by CMWD and all work in progress to CMWD address contained in thisAgreement. CMWD will make a determination of fact based upon the work product delivered toCMWD and of the percentage of work that Contractor has performed which is usable and of worthto CMWD in having the Agreement completed. Based upon that finding CMWD will determine thefinal payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 22.COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, otherthan a bona fide employee working for Contractor, to solicit or secure this Agreement, and thatContractor has not paid or agreed to pay any company or person, other than a bona fideemployee, any fee, commission, percentage, brokerage fee, gift, or any other considerationcontingent upon, or resulting from, the award or making of this Agreement. For breach or violationof this warranty, CMWD will have the right to annul this Agreement without liability, or, in itsdiscretion, to deduct from the Agreement price or consideration, or otherwise recover, the fullamount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23.CLAIMS AND LAWSUITSBy signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipationof litigation or in conjunction with litigation. Contractor acknowledges that if a false claim issubmitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.,the False Claims Act applies to this Agreement and, provides for civil penalties where a personknowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity ofinformation. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled torecover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of afalse claim may subject Contractor to an administrative debarment proceeding as the result ofwhich Contractor may be prevented to act as a Contractor on any public work or improvement fora period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. DocuSign Envelope ID: 68D8DC76-A1A1-4C0D-B8C3-AA436B1F7563 PSA20-845TRAN General Counsel Approved Version 6/12/18 7 of 9 24.JURISDICTION AND VENUEAny action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in theCounty of San Diego, State of California, and the parties waive all provisions of law providing fora change of venue in these proceedings to any other county. 25.SUCCESSORS AND ASSIGNSIt is mutually understood and agreed that this Agreement will be binding upon CMWD andContractor and their respective successors. Neither this Agreement nor any part of it nor anymonies due or to become due under it may be assigned by Contractor without the prior consentof CMWD, which shall not be unreasonably withheld. 26.ENTIRE AGREEMENTThis Agreement, together with any other written document referred to or contemplated by it, alongwith the purchase order for this Agreement and its provisions, embody the entire Agreement andunderstanding between the parties relating to the subject matter of it. In case of conflict, the termsof the Agreement supersede the purchase order. Neither this Agreement nor any of its provisionsmay be amended, modified, waived or discharged except in a writing signed by both parties. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 68D8DC76-A1A1-4C0D-B8C3-AA436B1F7563 PSA20-845TRAN General Counsel Approved Version 6/12/18 8 of 9 27.AUTHORITYThe individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authorityto bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad VALLEY CM, INC., a California corporation By: By: For Scott Chadwick, Executive Manager (sign here) Galina R. Mochel, President (print name/title) ATTEST: By: (sign here) For Barbara Engleson, Secretary Paul Mochel, Secretary (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By:____________________________ Deputy General Counsel DocuSign Envelope ID: 68D8DC76-A1A1-4C0D-B8C3-AA436B1F7563 Task Task Description Lisa Craig Donnie Purscelley Construction Manager RE/Inspector 1 PRECONSTRUCTION SERVICES 1.1 Constructability Review 0 0 1.2 Project Management 0 0 1.3 Preconstruction Conference 4 2 Task 1 Total Hours 4 2 Hourly Rate $150 $135 Task 1 Total Cost $600 $270 2 CONSTRUCTION SERVICES 2.1 Contract Administration 112 0 2.2 Reports and Communications 8 4 2.3 Photo Documentation 4 8 2.4 Construction Progress Meetings 16 4 2.5 Shop Drawings and Submittal Review 16 0 2.6 Plans and Specifications Interpretation 8 8 2.7 Construction Inspection Services 8 418 2.8 Progress Payments 16 8 2.9 Contractor's Claims & Change Orders 8 8 2.10 Stormwater Inspection Services 8 8 Tak 2 Total Hours 204 466 Hourly Rate $150 $135 Task 2 Total Cost $30,600 $62,910 3 PROJECT CLOSEOUT 3.1 Closeout 16 8 Task 3 Total Hours 16 8 Hourly Rate $150 $135 Task 3 Total Cost $2,400 $1,080 PROJECT TOTAL HOURS 224 476 Hourly Rate $150 $135 PROJECT TOTAL COST $33,600 $64,260 TOTAL COST $97,860 City of Carlsbad Installation of New Recycled Wate Services ESTIMATED STAFF HOURS FOR EACH TASK AND STAFF MEMBER EXHIBIT "A" VALLEY CONSTRUCTION MANAGEMENT FEE SCHEDULE 9 of 9 PSA20-845TRAN DocuSign Envelope ID: 68D8DC76-A1A1-4C0D-B8C3-AA436B1F7563 ACORD9 CERTIFICATE OF LIABILITY INSURANCE I DAlE (MM/DDIYYYY) ~ 04/04/2019 THIS CERTIFICATE IS ISSUED AS A MA TIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), 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 Daniel Webster NAME: Webster Insurance Agency, Inc. PHONE 619 433-3801 I rffc Nol: 619 741-1047 8315 La Mesa Blvd. ,,.,,.. Nn C..+\· E-MAIL dan@.Websterinsur.com La Mesa, CA 91942 ADDRESS: INSURER(Sl AFFORDING COVERAGE NAIC# License #: 0M08728 CRUM & FORSTER SPEC INS CO 44520 INSURER A: INSURED INSURERS: California Auto Ins Co lMIC\ 38342 VALLEY CONSTRUCTION MANAGEMENT CRUM & FORSTER SPEC INS CO 3525 Del Mar Heights Rd INSURERC: INSURER D: STATE COMPENSATION INSURANCE FUND #192 San Diego, CA 92130 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 00000000-670376 REVISION NUMBER: 128 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 ADDLSUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE , .. ~" W\tn POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl LIMITS A ~ COMMERCIAL GENERAL LIABILITY I EPK-125013 11/24/2018 I 11/24/2019 EACH OCCURRENCE $ 1000000 D CLAIMS-MADE [i] OCCUR DAMAGE TO RENTED PREMISES (Ea occurrencel $ 50 000 --------I MED EXP (Any one person) _ J__ ---_ 5,Q_O_0 PERSONAL & ADV INJURY $ 1,000 000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2.000 000 7 POLICY: [x] ~r& nLOC I PRODUCTS -COMP/OP AGG _$ 2,000,®0 ----------- OTHER $ B AUTOMOBILE LIABILITY I BA040000051349 r--03/18/2019 I 03/18/2020 ~~~~~~~llNGLE LIMIT $ 1000000 ANY AUTO BODILY INJURY (Per person) $ r--OWNED X SCHEDULED ----------~ -------- AUTOS ONLY BODILY INJURY (Per accident) $ r--HIRED ~ ~~1?3WNED PROPERTY DAMAGE ~ AUTOS ONLY _X_ AUTOS ONLY I IPer accident) $ DEDUCTIBLE $ $1000 C UMBRELLA LIAB ~ OCCUR EFX-111839 11/24/2018 I 11/24/2019 EACH OCCURRENCE $ 4,000,000 r-- X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 4,000,000 OED I I RETENTION $ $ D WORKERS COMPENSATION I 9087247-2019 04/15/2019 04/15/2020 X ~ffTuTE I I OTH- AND EMPLOYERS" LIABILITY ER YIN 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE [i] E. L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? Y N/A (Mandatory in NH) i J=~ DISEASE -EA E_r,1PLOYEE $ _1,000,000 If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $ A PROFESSIONAL EPK-125013 11/24/2018 11/24/2019 Per claim 1,000,000 A Professional EPK-125013 11/24/2018 11/24/2019 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AS PER CONTRACT 30 DAYS NOTICE OF CANCELLATION THE CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED AS RESPECTS OPERATIONS OF THE NAMED INSURED PERFORMED UNDER CONTRACT WITH THE CITY. CERTIFICATE HOLDER City of Carlsbad/CMWD 1200 CARLSBAD VILLAGE DRIVE. CARLSBAD, CA 92008 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHOR!~ REPRESENTATIVE )11 ,<,,~., DL © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Printed by DLWon April 04, 2019 at 04:18PM -AGFI STATE 1 ~.11 -"-, , i r" t9u'N'□ ENDORSEMEN1 Af.1, ,EEMENT WAIVER OF SUBROGATION BLANKET BAF;IS -·-9087247-19 RENEWAL SP HOME OFFICE SAN FRANCISCO EFFECTIVE APRIL 15, 2019 AT 12.01 A.M. PAGE 1 OF 1 ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME AND EXPIRING APRIL 15, 2020 AT 12.01 A.M. VALLEY CONSTRUCTION MANAGEMENT 3525 DEL MAR HEIGHTS ROAD, #192 SAN DIEGO, CA 92130 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION NOTHING IN THIS ENDORSEMENT SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS ABOVE STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS IN THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: ~:!.~ FEBRUARY 21, 2019 d~_. .J/-L~~ ?c:;7? POLICY NUMBER: EPK-125013 COMMERCIAL GENERAL LIABILITY CG 2010 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organiza- tions Any person or organization when you have agreed in writin in a contract or agreement that such person or organizatio be added as an Additional Insured. Location s Of Covered O erations written contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organizatian(s) shown in the Schedule; but only with respect to liability for "bodily injury", "property damage'' or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. 8. With respect to the insurance afforded to these addrtional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of 'your work'' out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part cl the same project. CG 2010 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 □ POLICY NUMBER: EPK-125013 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS-COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organiza- tions Location And Description Of Completed o rations Any person or organization when you have agreed in writin in a contract or agreement that such person or organizatio be added as an Additional Insured for Completed Oper tions COvera e. Where s written contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by ''your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard". CG 20 37 07 04 @ ISO Properties, Inc., 2004 Page 1 of 1 □ EPK-125013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PROJECT OR PREMISES GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: SERVICE PROVIDERS ENVIRONMENTAL COVERAGE FORM SCHEDULE Designated Project Or Premises: Where required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. In consideration of the premium charged, it is hereby agreed that A. For all sums which the insured becomes legally obligated to pay as "damages" caused by: 1. "Occurrences" under Section I -Coverage A -Bodily Injury And Property Damage Liability; 2. Medical expenses caused by accidents under Section I -Coverage C -Medical Psyrnents; 3. "Pollution conditions" under Section I -Coverage D -Contractor's Pollution Liability; and 4. "Wrongful acts" under Section I -Coverage E-Errors And Omissions Liability; which can be attributed only to ongoing operations at a single designated project or premises shown in the above Schedule of this endorsement: I. A separate Designated Project or Premises General Aggregate Limit applies to each designated project or premises, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. II. The Designated Project or Premises General Aggregate Limit is the most we will pay for the sum of all: a. "Damages" under Coverage A, except for "damages" because of "bodily injury'' or "property d_amage" included in the "products-completed operations hazard\ b. Medical expenses under Coverage C regardless of the number of: (1) Insureds; (2) "Claims" made or "suits" brought; or (3) Persons or organizations making "claims" or bringjng "suits"; c. "Damages" under Coverage D, except for "damages" because of "bodily injury'', "property damage" or "clean-up costs" included in the "products-completed operations hazard"; and d. "Damages" under Coverage E. SPE0108-0115 Page 1 of3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: EPK-125013 COMMERCIAL GENERAL LIABILITY CG 24 0410 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILllY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization when you have agreed in writing in a contract or agreement to waive your right of recovery against such person or organization. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV -COMMER- CIAL GENERAL LIABILl1Y CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or 'your v«>rk'' 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 0410 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 □ Policy# EPK-125013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY NON CONTRIBUTORY INSURANCE ENDORSEMENT FOR SPECIFIED PROJECT This Endorsement shall not serve to increase our limits of insurance, as described in SECTION Ill -LIMITS OF INSURANCE. In consideration of the payment of premiums, it is hereby agreed as follows. Additional Insured s Any person or organization when you have agreed in riting in a contract or agreement that such person or organization be added as an Additional Insured on a rima and non contribute basis. Solely with respect to the specified project listed below and subject to all terms, conditions and exclusions of the policy, this insurance shall be considered primary to the Additional Insured listed below if other valid and collectible insurance is available to the Additional Insured for a loss we cover for the Additional Insured under COVERAGE A. It is also agreed that any other insurance maintained by the additional insured shall be non-contributory. S eclfied Pro· ect All other terms, conditions and exclusions under the policy are applicable to this Endorsement and remain unchanged. CFENV 010361013 Includes copyrighted material of American Safety Indemnity Company with its permission Copyright@ 2004 American Safety Indemnity Company Page 1 of 1 Policy#: BA040000051349 Policy #; BA040000051349 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 Co11erage 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 en the Coverage Form in a written contract or agreement that is signed and executed by you before the "bodily Injury" c;ir "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 Policy #: BA040000051349 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 agarnst any person or organization to the extent required of you by a written c:onttac:t 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. M CA0444D91 J Policy#; BA040000051349 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Business Auto Broadening Endorsement This endorsement modifies insurance provided lJ nder the following: BUSI NESS AUTO COVERAGE FORM I. NEWLY ACQUIRED OR FORMED ENTITY (BROAD FORM NAMED INSURED) II. EMPLOYEES AS INSUREDS Ill. AUTOMATIC ADDITIONAL INSURED IV. EMPLOYEE HIRED AUTO LIABILITY V. SUPPLEMENTARY PAYMENTS VI. FELLOW EMPLOYEE COVERAGE VII. ADDITIONAL TRANSPORTATION EXPENSE VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE X. LOAN/LEASE GAP COVERAGE XI. GLASS REPAIR -DEDUCTIBLE WAIVER XII. TWO OR MOR£ DEDUCTIBLES XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS XIV. WAIVER OF SUBROGATION XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT XVIII. HIRED AUTO-COVERAGE TERRITORY XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH MCASS100817-CA Copydght 2017 Mercury Insurance Services, LLC. II.II rlghh re~rvecL lnclLJdes r;oi;,yrighted material of Insurance Services Office, Inc., with its. Permission Page 1 of 6 BUSINESS AUTO COVERAGE FORM I. NEWLY ACQUIRED OR FORMED ENTITY (Broad Form Named Insured) SECTION II -LIABILITY COVERAGE, A. Co..,erage, 1. Who Is An Insured, the following is added: d. Any business entity newly acquired or formed by you during the policy period pro11ided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Co11erage is extended up to a maicimum of 180 days following acquisition or formation of the business entity. Cove rage under this provision is afforded only until the end of the pol icy period. Coverage does not apply to an "accident" which occurred before you acquired or formed the organization. 11. EMPLOYEES AS INSUREDS SECTION II -LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added: e. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. Ill. AUTOMATIC ADDITIONAL INSURED SECTION II -LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added: f. Any person or organization that you are required to include as additional insured on the Coveragl' 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 Liabmty Coverage, but only for damages to which this insurance applies and only to the e)(tent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. IV. EMPLOYEE HIRED AUTO LIABILITY SECTION 11 -LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added: g. An "employee'' of yours is an "insured" while operating an "auto" hired or tented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. V. SUPPLEMENTARY PAYMENTS SECTION II -LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, St1bparagraphs (2) and (4) are replaced by the following; MCA85100817-CA (2) Up to $3,000 for cost of bail bonds (including bonds for rel<1ted traffic law violations) required because of an "accident" we cover. We are not obligated to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. Copyright 2017 Mercury Insurance Services, LLC. All right§ reserved. Includes copyrighted material of l11surance Services Office, Inc., with its Permission P.ice 2 of 6 VI. FELLOW EMPLOYEE COVERAGE: SECTION II -LIAB/LliY COVERAGE, B. Exclusions, 5. Fellow Employee This exclusion does not apply if you have workers' compensation insurance in-force co11ering all of your "employees". Coverage is excess over any other collectible insurance. VII. ADDITIONAL TRANSPORTATION EXPENSE SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverase Extensions, a. Transportation E>epenses, is replaced with the foUowing: We will pay up to S50 per day to a maximum of $1000 for temporarv transportation el<pense incurred by you because ofthe total theft of a covered "auto" of the prjvate passenger type. We will pay only for those covered "autos" for which you carry either Compret1ensive or Specified causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "lass". If your business shown in the Declarations is other than an auto dealership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered auto from the p~ace where it is recovered to its usual garaging locatiot1. VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, the following is added: c. If Liability Coverage is provided in this policy on a Symbol 1 or a Symbol 8 basis and Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this coverage form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire, subject to the fotlowing rim it: (ll The most we will pay for "lass" ta any hired "auto" is $50,000 or Actual Cash Value or Cost of Repair, whichever is less (2) $500 deductible will apply to any loss under this coverage extension, except that no deductible shall apply to Niess" caused by fire or Hghtning Subject to the above limit and deductible we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own of similar size and type. This coverage extension is excess coverage over any other colfectible insurance. IX. ACCIDENTALAlRBAG DEPLOYMENT COVERAGE SECTION Ill -PHYSICAL DAMAGE COVERAGE, B. Exclusions, 3.a., is amended to add the following: Thi.s, exclusion docs not apply to the accidental dischc1rge of an airbag. Copyright 2017 Mercury Insurance Services, LlC. All rights re~erved. MCl\85100817-CA Includes copyrighted material of ln,ura11ce Services Office, Inc., with its Permission l'age 3 of 6 X. LOAN/LEASE GAP COVERAGE SECTION Ill -PHYSICAL DAMAGE COVERAGE C. Limit of Insurance, the following is added; 4. In the event of a "total loss" to a covered "auto" shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto," less: a. The amount paid under the Physicaf Damage Coverage Section of the b. policy; and Any: (1) (2} (3) (4) Overdue lease/loan payments at the time of the "loss"; Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage. Security deposits not returned by the lessor; Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous roans or leases. The most we will pay under Auto Loan/Lease Gap Coverage for an insured auto is 25% of the actual cash value of that Insured auto at the time of the loss. XI. GLASS REPAIR -DEDUCTIBLE WAIVER SECTION Ill -PHYSICAL DAMAGE COVERAGE, □. Deductible, the following is added: No deduttibte applfes to glass damage if the glass is repaired rather than replaced. XII. TWO OR MORE DEDUCTIBLES SECTION Ill -PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added: If two or more "company" policies or coverage forms apply to the same accident: 1. If the applicable Business Auto deductible is the smallest, it will be waived; or 2. Jf the applicable Business Auto deductible is not the smallest, it wm be reduced by the amount of the smallest deductible; or 3. If the loss involves two or more Business Auto coverage forms or policies the smallest deductible will be waived. For the purpose ofthi.s endorsement "company" means the company providing this insurance and any of the affiliated members of the Mercury Insurance Group of companies. XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in SECTION IV, BUSjNESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit, Or Loss, a., In tnc event of "accident", you must notify us of an "accident" applies only when the "accident" is known to: MCA8:i100817-CA (1) You, if you arc an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An c><ecutive officer or insurance manager, if you are a corporation. Copyright 2017 Mercury Insurance Service.,;, LLC. All rlgtit5 reserved, Includes copvrighted material of Insurance Services Office, Inc., with it.. Permi$5ion Page4cf6 XIV. WAIVER OF SUBROGATION SECTION IV -BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer of Rights Of Recovery Against Others To Us, section is re placed by the following: 5. Transfer Of Rights Of Recovery Against Others To Us We wai\le an\/ right of recovery we may ha'Je against any person or organization to the extent required of you by a written contract eicecuted 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. XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS SECTION IV -BUSINESS AUTO CONDITIONS, B. Gener.ii Conditions, 2. Concealment, Misrepresentation, or Fraud, the following is added: Any unintentional omission of or error in information given by you, or unintentional failure to disclose all exposures or hazards exrsting as of the effective date or at any time during the policy period shall not invalidate or adversely affect the cov~rage for such exposure or hazard or prejudice your rights under this insurance. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellcition or non-renewal. XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE SECTION IV-BUSINESS AUTO CONDITIONS, B. General Conditions, S. Other rnsurance, b. For Hired Auto Physical Damage Coverage, is replaced by the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: 1. Any covered "auto" you lease, hire, rent or borrow; and 2.. Any covered "auto" hired or rented by your "employee" under a contract in that individual ''employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT SECTION IV-BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, the fallowing is added and supersedes any provision to the contrary: MCA8510081 /~A e. This insurance is primary to and will not seek contrrbution from any other insurance available ta an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing In a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Copyright 2017 Mercury Insurance Sen1lces, LLC. All rights re~eNed. lntludei; copyrichled materi.if of Insurance Services Office, Irie., with Its. Permission Page 5 of 6 XVIII. HIRED AUTO -COVERAGE TE'RRITORY SECTION IV-BUSINESS AUTO CONDITIONS, 8. General Conditions, 7. Policy Period, Coverage Territory, e. Anywhere in the world if:, is replaced bv the following; e. Anvwhere in the world if: 11) A covered "auto" is leased, hired, rented or borrowed without a driver for a period of 30 days or less; and (2) The "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico, or Canada or in a settlement we agree to. XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH SECTION V -DEFINITIONS, C. "Bodily Injury" is amended by adding the fallowing; MCA85100817-CA "Bodily injury" also includes mental c1nsuish but only when the mental anguish arises from other bodily injury, sickness, or disease. Cop,-rlgl'lt 2017 Mercury lns1mmce Services, LLC. All rights mserved. Includes copyrlgt,ted material of Insurance Service5 Office, Inc., with its Permission Page 6 or6