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HomeMy WebLinkAboutGHD Inc; 2021-11-30; PSA22-1641CA30thNovember DocuSign Envelope ID: 05305AB4-C225-49C9-852C-49EF227A74AE (Attachment BA) PSA22-1641CA MASTER AGREEMENT FOR WASTEWATER ENGINEERING SERVICES GHD, INC. THIS AGREEMENT is made and entered into as of the ______ day of ________ , 2021, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and GHD, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a consulting firm that is experienced in the wastewater engineering field. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to wastewater engineering. D. Contractor has submitted a proposal to City under Request for Qualifications (RFQ) No. 21-1449CA and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City 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 in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2021, through November 30, 2024. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City City Attorney Approved Version 6/12/18 1 of 11 DocuSign Envelope ID: 05305AB4-C225-49C9-852C-49EF227A74AE PSA22-1641CA Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City 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 City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of 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 City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. City Attorney Approved Version 6/12/18 2 of 11 DocuSign Envelope ID: 05305AB4-C225-49C9-852C-49EF227A74AE PSA22-1641CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission 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 City incurs or makes to or on behalf of an injured employee under the City's 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier 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 rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City 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. City, 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 the City as an additional insured. 10.1.1 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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 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 City's satisfaction, a declaration stating this. ' City Attorney Approved Version 6/12/18 3 of 11 DocuSign Envelope ID: 05305AB4-C225-49C9-852C-49EF227A74AE PSA22-1641CA 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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 City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City 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 City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of.any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, 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. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one ( 1) copy of the work product for Contractor's records. City Attorney Approved Version 6/12/18 4 of 11 DocuSign Envelope ID: 05305AB4-C225-49C9-852C-49EF227A74AE PSA22-1641CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Eleida Felix Yackel Name Greg Watanabe Title Senior Contract Administrator Title PE, PACP, MACP, Principal Dept Public Works Address 320 Goddard Way, Suite 200 CITY OF CARLSBAD Irvine, CA 92619 Address 1635 Faraday Avenue Phone 562-206-7979 Carlsbad, CA 92008 Mobile n/a Phone 760-602-2767 Email greg.watanabe@ghd.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. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes I]] No D 17. GENERAL COMPLIANCE WITH LAWS Contractor 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 performance of 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 services with 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 whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along wi th a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory City Attorney Approved Version 6/12/18 5 of 11 DocuSign Envelope ID: 05305AB4-C225-49C9-852C-49EF227A74AE PSA22-1641CA to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City 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 City 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final 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 City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. 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. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, 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 person knowingly 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 of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any 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 the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedin gs to any other county. City Attorney Approved Version 6/12/18 6 of 11 DocuSign Envelope ID: 05305AB4-C225-49C9-852C-49EF227A74AE PSA22-1641CA 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 of 11 DocuSign Envelope ID: 05305AB4-C225-49C9-852C-49EF227A74AE PSA22-1641CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of wastewater engineering tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Design of Gravity Sewers, Lift Stations, Force Mains and Surge Protection and Odor Control Systems B. Sewer System Rehabilitation C. Electrical Upgrades and Optimization Studies for Lift Stations D. Constructibility Review E. Regulatory Agency Compliance Support/ Reports/ Studies Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 of 11 DocuSign Envelope ID: 05305AB4-C225-49C9-852C-49EF227A74AE PSA22-1641CA Expenses and other similar project related costs are billed out at cost plus 10%. The services of outside consultants will be charged at cost plus 10%. The cost of office consumables is billed on the basis of employee hours dedicated to the project at a rate of $6.00/hour. Mileage will be billed at $.545 per mile (or current IRS allowable rate) and parking expenses incurred by office employees are charged at cost. (*) These rates do not apply to forensic-related services. GHD does not offer cash discounts. However, staff hourly rates are negotiable, if requested. 11 of 11 POLICY NUMBER: 0310-4497 COMMERCIAL .GENERAL l,.IAB,LITV CG 20101001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED~ OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement.modif1es insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Where required by written contract (If no entry appears above, information required to complete this endorsementwill be shown in .the Declarations as applicable to this endorsement.) A. Section Ii -Who Is An Insured is amended to include as an insured the person or organization . shown in the Schedule, but only with respect to liability arising out of your ongoing operations per0 formed for that insured. B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: .2. Exclusions . This insurance does not apply to "bodily inju- . ry" or "property damage" occurring after: · (1) All work, including IT)aterials, parts or eqllipment furnished in connection w.ith s1,.1ch work, on the project (other than service, maintenance or repairs) to be performed by or .on behalf of the addi- tional insured(s) at the. site of the cov- ered operations ·has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been putto its intended use by any person or · organization other than another cone tractor or subcontractor engaged in performing operations for a principal as a part of the same project. · CG 201010 01 .©·ISO.Properties, lhc., 2000 Page 1 of 1 C .3of6 6418 . POLICY NlJMBER: 0310·4497 COMMERCIAL GENERAL LIABILITY - CG 240405 09 .WAIVER OF TRANSFER OF RIGHTS OF RECOVERY - ,. . AGAINST OTtiERS To·us . . . This endorsement modifies insurance_provided under _the following.:. -COMMERCIAL GENERAL LIABILITY COVERAGE PART . PROPUCTS/COMPLETED OPERATIONS L!ABlUTYCOVEAAGE PART - SCHEDUL~ Name .Of Person Or Organization: Where required by written contract Where required by written ccintra:ct Information required to complete this Schedule, if not _show_h above, will be _ shown in the Declarations. · · · · · · . . . ' .. '• . The following is adc;led to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of · Section IV'-Conditions: · · We waive any right of recovery we may hav~ against · the pel'$on or organization shown in the Schedule above -because of payments we make for injury_ or damage · arising ·out Of your ongoing operations or · ·"your work" done under a contract with that person. or organization and included in the "products- completed operations hazard". This waiver applies only to the· person or organization shown in the Schedule above. · · :ca 24 o4 os 09 © Insurance Services Office, Inc., 2008· Page 1· of 1 '. •'-' C 4 ofG 6418 POLICY NUMBER: 0310-4497 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Notwithstanding any other provision of this policy to the contrary, th'e insurance afforded to an additionai insured under this policy will be primary to, and non-contributory with, any other insurance available to that person or organization in the event a contract or agreement you enter into requires you to furnish insurance to that person or organization of the type provided by this policy. GL 00021 00 (07/09) Coverage Extension Endorsement ZURICH Policy No. Elf. Date of Pol. Exp. Date of Pol. Elf. Date of End. Producer No. Add'I. Prem Return Prem. BAP 3757423-06 07/01/2021 07/01/2022 07/01/2021 ... --- THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section II -Covered Autos Liability Coverage: The following are also "insureds": ~ a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any "employee" of yours is also an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties re lated to the conduct of your business. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d. Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits requ ired in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance -Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. Al l other terms, conditions, provisions and exclusions of this policy remain the same. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U•CA-424-F CW (04/14) Page 1 of 1 So!B 6418 BAP 3757423-06 agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit"; (2) The "insured's" name and address: and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notce· as soon as practicable after the fact of the delay becomes known to you. P. ;W~1y_er ~.tfrc1nsfer Qf RighJs 6t .~ecov~tY. ~g~inst c;,_thersJo -~~ The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" 1Jr "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver·only applies to the person or organization designated in the contract. Q. Employee Hired Autos -Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance-Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are rep laced by the following: 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 under a written contract or written agreement entered into by an "emp'.oyee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official's duties as respect their obligations to ycu. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". R. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of "autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information trat was not provided to us prior to the acceptance of this policy. S. Hired Auto -World Wide Coverage Paragraph 7a.(5) of the Polley Period, Coverage Territory Condition is replaced by the following: (5) Anywhere in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, T. Bodily Injury Redefined The definition of "bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time .. Mental anguish means any type of mental or emotional illness or disease. U-CA-424-F CW (04/14) Page5cf6