(6-2025) Project No. ST-5088
CONTRACT
CITY OF CAMARILLO
PUBLIC WORKS CONTRACT
This contract (“Contract”) is effective as of February 11, 2026, and is between the CITY OF CAMARILLO, a California general law city and municipal corporation (“City”), and American Asphalt South, Inc, a California corporation (“Contractor”), collectively referred to as the “Parties.”
S
ection 1. Recitals. This Contract is entered into with respect to the following facts:
1.1 City noticed and received bids for the work involved in Annual Resurfacing – Project No. ST- 5088 (“Project”), which is more fully described in the Contract Documents.
1.2 The City Council o f City determined that Contractor was the lowest responsive bidder and awarded to Contractor the bid.
1.3 Contractor has represented it is qualified to perform all of the work required to complete the Project.
1.4 Contractor has agreed to perform all such work in the time and manner set forth in the Contract Documents.
1.5 The City Council of City has determined that the public interest, convenience and necessity require the execution of this Contract and its implementation.
Section 2. Contract Documents . This Contract consists of the following documents (“Contract Documents”), all of which are made a part of this Contract:
2.1 Notice Inviting Bids
2.2 Instructions to Bidders
2.3 Bid Proposal, as accepted, including the Certificate of Bidders’ Experience and Qualifications and the List of Subcontractors
2.4 Notice of Award
2.5 Notice to Proceed
2.6 This Contract
2.7 Verification of California Contractor’s License
2.8 Contractor’s Certificate Regarding Workers’ Compensation
2.9 Security for payment (labor and materials)
2.10 Security for performance
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2.11 C ertificate(s) of Insurance
2.12 General Conditions/Specifications
2.13 Special Provisions
2.14 Plans and Standard Drawings
2.15 Prevailing Wage Scales
2.16 S. S. P. W. C.
2.17 Addenda Nos. #1 dated October 29, 2025; #2 dated November 6, 2025
2.18 Other documents (list here)
Exhibit A – Compensation
Exhibit B – Insurance
Exhibit C – Not Used
Exhibit D – Adjustment for New Tariffs or Tariff Increases Section 3. The Work.
3.1 The work (“Work”) to be performed by Contractor is described in the Contract Documents.
3.2 In completing the Work, Contractor must employ, at a minimum, the applicable generally accepted professional standards of its industry in existence at the time of performance as utilized by persons engaging in similar work.
3.3 Except as specifically provided in the Contract Documents, Contractor must furnish, at its sole expense, all of the labor, materials, tools, equipment, services and transportation necessary to perform all of the Work.
3.4 Contractor must perform all of the Work in strict accordance with the Contract Documents.
Section 4. Time to Perform the Work.
4.1 Time is of the essence with respect to Contractor’s Work. Contractor agrees to diligently pursue performance of the Work within the time specified by the Contract Documents.
4.2 Contractor will be excused from any delay in performance or failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of terrorism, acts of federal, state or local governments, CC Agreement No. 2026-5
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acts of City , court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather.
4.3 If Contractor is delayed by any cause beyond Contractor’s control, City may, but is not required to, grant a time extension for the completion of the Work. If delay occurs, Contractor must notify City in writing within 48 hours of the cause and the extent of the delay and how such delay interferes with Contractor’s performance of the Work.
Section 5. Compensation and Payment.
5.1 Subject to any limitations provided in the Contract Documents, City agrees to pay Contractor as full consideration for the faithful performance of all of the Work the compensation set forth in Exhibit A (“Compensation”), which is made a part of this Contract.
5.2 Contractor must furnish City with a Pay Estimate for the Work performed in accordance with the Contract Documents. Contractor may not submit a Pay Estimate more often than once every 30 days.
5.3 City will review each Pay Estimate and determine whether the Work performed is in accordance with the Contract Documents. The D irector of Public Works (“Director”) may require Contractor to provide a release of all undisputed Contract amounts contained in the Pay Estimate.
5.4 If City disputes any item on a Pay Estimate, City will give Contractor notice stating the reasons for the dispute. The Parties will meet and confer in good faith to attempt to resolve the dispute.
5.5 Except as to any charges for the Work performed that City disputes and the City’s standard five-percent retention of the approved progress payment, City will cause Contractor to be paid within 30 days of the date of the invoice or the date that Contractor furnishes City with a release of all undisputed Contract amounts, whichever occurs later. Federally funded projects will not have a five -percent retention.
5.6 In the event there is any claim specifically excluded by Contractor from the operation of any release, City may retain an amount not to exceed the amount of the excluded claim.
Section 6. Labor Code and Prevailing Wage Requirements.
6.1 Contractor agrees to comply with the requirements of California Labor Code sections 1810 through 1815. E ight hours of labor constitutes a legal day’s work per Labor Code s ection 1810. Contractor will forfeit the statutory penalty to City for each worker employed in the execution of this Contract by Contractor or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Labor Code sections 1810 through 1815.
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6.2 C opies of the determination of the Director of the Department of Industrial Relations of the prevailing rate of per diem wages for each craft, classification or type of worker needed to execute this Contract are available for download from the State website: https://www.dir.ca.gov/OPRL/dprewagedetermination.htm.
6.3 Contractor must post at the work site, or if there is no regular work site then at its principal office, for the duration of the Contract, a copy of the determination by the Director of the Department of Industrial Relations of the specified prevailing rate of per diem wages. (Labor Code § 1773.2.) When applicable, copies of the prevailing rate of per diem wages will be on file at City ’s Department of Public Works and available to Contractor and any other interested party upon request.
6.4 Contractor, and any subcontractor engaged by Contractor, may pay not less than the specified prevailing rate of per diem wages to all workers employed in the execution of the contract. (Labor Code § 1774.) Contractor is responsible for compliance with Labor Code section 1776 relative to the retention and inspection of payroll records.
6.5 Contractor must comply with all provisions of Labor Code section 1775. Under Section 1775, Contractor will forfeit the statutory penalty to City for each worker employed in the execution of the Contract by Contractor or any subcontractor for each calendar day, or portion thereof, in which the worker is paid less than the prevailing rates. Contractor may also be liable to pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day, or portion thereof, for w hich each worker was paid less than the prevailing wage rate.
6.6 Nothing in this Contract prevents Contractor or any subcontractor from employing properly registered apprentices in the execution of the Contract. Contractor is responsible for compliance with Labor Code section 1777.5 for all apprenticeable occupations. This statute requires that contractors and subcontractors must submit contract award information to the applicable joint apprenticeship committee, must employ apprentices in apprenticeable occupations in a ratio of not less than one hour of apprentice’s work for every five hours of labor performed by a journeyman (unless an exception is granted under § 1777.5), must contribute to the fund or funds in each craft or trade or a like amount to the California Apprenticeship Council, and that contractors and subcontractors must not discriminate among otherwise qualified employees as apprentices solely on the ground of sex, race, religion, creed, national origin, ancestry or color. Only apprentices defined in Labor Code section 3077, who are in training under apprenticeship standards and who have written apprentice contracts, may be employed on public works in apprenticeable occupations.
6.7 Contractor has reviewed and agrees to comply with any applicable provisions for any public work subject to Department of Industrial Relations (DIR) Monitoring and Enforcement of prevailing wages, including the registration requirements of Labor Code Section 1771.1(a). City hereby notifies Contractor that Contractor is responsible for submitting certified payroll records directly to the State Compliance Monitoring Unit (CMU). For further information concerning compliance monitoring please visit the website location at: https://www.dir.ca.gov/dlse/cmu/cmu.html.
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6.8 C ontractor must comply with Labor Code section 1771.1(a), which provides that Contractor may award any contracts and subcontracts for work that qualifies as a “public work” only to subcontractors which are at that time registered and qualified to perform public work pursuant to Labor Code S ection 1725.5. Contractor must obtain proof of such registration from all such subcontractors.”
6.9 If federal funds are used to pay for the Work, Contractor and any subcontractor agree to comply, as applicable, with the labor and reporting requirements of the Davis-Bacon Act (40 USC § 276a-7), the Copeland Act (40 USC § 276c and 18 USC §874), and the Contract Work Hours and Safety Standards Act (40 USC § 327 and following).
Section 7. Non-Discrimination. Contractor, its officers, agents, employees, and subcontractors may not discriminate in the employment of persons to perform the Work in violation of any federal or state law prohibiting discrimination in employment, including based on the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, of any person, except as provided under California Government Code section 12940. Contractor is responsible for compliance with this section.
Section 8. General Legal Compliance.
8.1 In performing the Work, Contractor must comply with all applicable statutes, laws and regulations, including, but not limited to, OSHA requirements and the Camarillo Municipal Code.
8.2 Contractor must, at Contractor’s sole expense, obtain all necessary permits and licenses required for the Work, and give all necessary notices and pay all fees and taxes required by law, including, without limitation, any business license tax imposed by City. Contractor is exempt from any City encroachment permit fee pursuant to Camarillo Municipal Code Section 13.04.020.
8.3 Contractor must maintain a valid California Contractor’s License throughout the term of this Contract.
Section 9. Clayton and Cartwright Act Assignments. In entering into this Contract or a contract with a subcontractor to supply goods, services, or materials pursuant to this Contract for the Project, Contractor and any subcontractor will be deemed to have offered and agreed to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700 of Part 2 of Division 7 of the California Business and Professions Code), arising from purchases of goods, services, or materials for the Project. This assignment will be
deem
ed made and will become effective at the time City tenders final payment to Contractor, without further acknowledgement by the Parties.
Section 10. Independent Contractor. Contractor is and will at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, or agents will have control over the conduct of Contractor or any of Contractor’s CC Agreement No. 2026-5
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officers, employees, agents or subcontractors, except as expressly set forth in the C
ontract Documents. Contractor may not at any time or in any manner represent that it or any of its officers, employees, agents, or subcontractors are in any manner officers, employees, agents or subcontractors of City.
Section 11. Indemnification.
11.1 Contractor agrees to the fullest extent permitted by law to (1) immediately defend and (2) indemnify City from and against, any and all claims and liabilities, regardless of the nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, or its officers, employees, agents, or subcontractors com mitted in performing any Work under this Contract or the failure to comply with any of the obligations of this Contract (collectively, “Claims”). The Claims subject to Contractor’s duties to defend and indemnify include, without limitation, all claims, actions, causes of action, proceedings, suits, losses, damages, penalties, fines, judgments, liens, levies, and associated investigation and administrative expenses. Such Claims also include defense costs, including reasonable attorneys’ fees and disbursements, expert fees, court costs, and costs of alternative dispute resolution.
11.2 Contractor’s duty to defend is a separate and distinct obligation from Contractor’s duty to indemnify. Contractor is obligated to defend City in all legal, equitable, administrative, or special proceedings, with counsel approved by City, immediately upon tender to Contractor of the Claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the Claim does not r elieve Contractor from its separate and distinct obligation to defend under this section.
The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent defense counsel if Contractor asserts that liability is caused in whole or in part by the negligence or willful misconduct of any City indemnified party. If it is finally adjudicated that liability was caused by the comparative active negligence or willful misconduct of any City indemnified party, then Contractor may submit a claim to City for reimbursement of reasonable attorneys’ fees and defense costs in proportion to the established comparative liability of the City indemnified party.
11.3 Contractor agrees that its defense and indemnification obligation under this section, includes the reasonable costs of attorneys’ fees incurred by the City Attorney’s office to monitor and consult with Contractor regarding the defense of any Claims, including providing direction with regard to strategy, preparation of pleadings, settlement discussions, and attendance at court hearings, mediations, or other litigation related appearances. City will use its best efforts to avoid duplicative attorney work or appearances in order to keep defense costs to a reasonable minimum.
11.4 Contractor agrees that settlement of any Claim will require the consent of City .
City agrees that its consent will not be unreasonably withheld provided that Contractor is financially able (based on demonstrated assets) to fulfill its obligation to indemnify City for the costs of any such settlement as required under this Contract.
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11.5 C ontractor’s obligation to indemnify City applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of a City indemnified party. If a Claim is finally adjudicated and a determination made that liability was caused by the sole active negligence or sole willful misconduct of a City indemnified party, then Contractor’s indemnification obligation will be reduced in proportion to the established comparative liability.
11.6 For the purposes of this section, “City” includes City’s officers, officials, employees and agents.
11.7 The provisions of this section will survive the expiration or earlier termination of this Contract .
Section 12. Insurance. Contractor agrees to have and maintain in full force and effect during the term of this Contract the insurance coverages listed in Exhibit B (“Insurance”), which is made a part of this Contract.
Section 13. Notice.
13.1 All written notices required or permitted to be given under this Contract will be deemed made when received by the other Party at its respective address as follows:
To City: City of Camarillo
601 Carmen Drive
Camarillo, California 93010
Attention: James Campero
(Tel.) 805-388-5340
(Fax) 805-388-5387
E-Mail [email protected]
To C
ontractor: American Asphalt South, Inc.
14436 Santa Ana Avenue
Fontana, CA 92337
Attention: Tim Griffin
(Tel.) 909-427-8276
(Fax) n/a
E-Mail [email protected]
13.2 Notice will be deemed effective on the date personally delivered or transmitted by facsimile or email. If the notice is mailed, notice will be deemed given three days after deposit of the same in the custody of the United States Postal Service, postage prepaid, for first class delivery, or upon delivery if using a major courier service with tracking capabilities.
13.3 Any Party may change its notice information by giving notice to the other Party in compliance with this section.
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Section 14. Ci ty Rights of Termination and to Complete the Work.
14.1 The occurrence of any of the following is a default by Contractor under this Contract:
14.1.1 Contractor refuses or fails to prosecute the Work or any part thereof with such diligence as will insure its completion within the time specified or any permitted extension.
14.1.2 Contractor fails to complete the Work on time.
14.1.3 Contractor is adjudged bankrupt, or makes a general assignment for the benefit of creditors, or a receiver is appointed on account of Contractor’s insolvency.
14.1.4 Contractor fails to supply enough properly skilled workers or proper materials to complete the Work in the time specified.
14.1.5 Contractor fails to make prompt payment to any subcontractor or for material or labor.
14.1.6 Contractor fails to abide by any applicable laws, ordinances or instructions of City in performing the Work.
14.1.7 Contractor breaches or fails to perform any obligation or duty under the Contract.
14.2 Upon the occurrence of a default by Contractor, City will serve a written notice of default on Contractor specifying the nature of the default and the steps needed to correct the default. Unless Contractor cures the default within 10 days after the service of such notice, or satisfactory arrangements accept able to City for the correction or elimination of such default are made, as determined by City, City may thereafter terminate this Contract by serving written notice on Contractor. In such case, Contractor will not be entitled to receive any further payment, except for Work actually completed prior to such termination in accordance with the provisions of the Contract Documents.
14.3 If the Engineer determines that the default should be cured in less than 10 days, then the written notice of default served on the Contractor will specify the shorter deadline for the Contractor to cure the default.
14.4 In event of a termination of this Contract, the City will also immediately serve written notice of the termination upon Contractor’s surety. The surety will have the right to take over and perform pursuant to this Contract; provided, however, that if the surety does not give City written notice of its intention to take over and perform this Contract within five days after service of the notice of termination or does not commence performance within 10 days from the date of such notice, City may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of Contractor.
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Contractor and the surety will be liable to City f or any and all excess costs or other damages incurred by City in completing the Work.
14.5 If City takes over the Work as provided in this Section, City may, without liability for so doing, take possession of, and utilize in completing the Work, such materials, appliances, plant, and other property belonging to Contractor as may be on the site of the Work and necessary for the completion of the Work.
14.6 If City takes over the Work, City may also take possession of outstanding materials on order for the completion of the project, upon payment to the vendor. All excess costs incurred by City in obtaining such materials, will be the responsibility of the Contractor.
14.7 If the Contractor does not cure a default within the time period required, then in lieu of terminating of the Contract, the City, in its sole discretion, may take action to cure the default and all costs incurred by City to cure the default will be deducted from any amount otherwise due to the Contractor.
Section 15. Project Documents . All data, drawings, maps, models, notes, photographs, reports, studies and other documents (collectively, “Project Documents”) prepared, developed or discovered by Contractor in the course of performing any of the Work under this Contract will become the sole property of City. Upon the expiration or termination of this Contract, Contractor must turn over all original Project Documents to City in its possession, but may retain copies of any of the Project Documents it may desire.
Section 16. General Provisions.
16.1 Authority to Execute. Each Party represents and warrants that all necessary action has been taken by such Party to authorize the undersigned to execute this Contract and to bind it to the performance of its obligations.
16.2 Assignment. Contractor may not assign this Contract without the prior written consent of City, which consent may be withheld in City’s sole discretion since the experience and qualifications of Contractor were material considerations for this Contract.
16.3 Binding Effect. This Contract is binding upon the heirs, executors, administrators, successors and permitted assigns of the Parties.
16.4 Integrated Contract. This Contract, including the Contract Documents, is the entire, complete, final and exclusive expression of the Parties with respect to the Work to be performed under this Contract and supersedes all other agreements or understandings, whether oral or written, between Contractor and City prior to the execution of this Contract.
16.5 Modification of Contract. No amendment to or modification of this Contract will be valid unless made in writing and approved by Contractor and by the City Council or City Manager, as applicable. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver will be void.
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16.6 E lectronic Signatures; Counterparts. This Contract and any amendment will be considered executed when the signature page of a party is delivered by electronic transmission. Such electronic signatures will have the same effect as an original signature. The Contract may be executed in multiple counterparts.
16.7 Waiver. Waiver by any Party of any term, condition, or covenant of this Contract will not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Contract will not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Contract. Acceptance by City of any Work performed by Contractor will not constitute a waiver of any of the provisions of this Contract.
16.8 Interpretation. This Contract will be interpreted, construed and governed according to the laws of the State of California. Each party has had the opportunity to review this Contract with legal counsel. The Contract will be construed simply, as a whole, and in accordance with its fair meaning. It will not be interpreted strictly for or against either party.
16.9 Severability. If any term, condition or covenant of this Contract is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Contract will not be affected and the Contract will be read and construed without the invalid, void or unenforceable provision.
16.10 Venue. In the event of litigation between the parties, venue in state trial courts will be in the County of Ventura. In the event of litigation in a U.S. District Court, venue will be in the Central District of California, in Los Angeles. [Signatures on the following page.]
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The Parties have caused this Contract to be executed by their undersigned authorized agents as follows:
CIT
Y OF CAMARILLO
Greg Ramirez, City Manager
ATTEST:
Carrie Weal, City Clerk
A
MERICAN ASPHALT SOUTH, INC., a California corporation
Jeff Petty, President
Tim Griffin, Vice President
_
__________________________________ _ ________
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EXHIBIT A
COMPENSATION
The total compensation under this Contract will not exceed:
AL
TERNATE 1
If a Lump Sum Bid: “The sum of $ n/a .”
ALTERNATE 2
If a Unit Price Bid: “The total unit prices set forth in the bid and the actual measured quantities utilized for the Project as determined by the Director.” ALTERNATE 3
If both Lump Sum and Unit Price Bid: “The sum of $5,492,772, and the amount due based upon the unit prices set forth in the bid and the actual measured quantities utilized for the Project as determined by the Director.” CC Agreement No. 2026-5
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EXHIBIT B
INSURANCE
1. General Requirements. Contractor must procure and maintain in full force and effect during the term of this Contract the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:
Type of Insurance Limits
Commercial General Liability $5 ,000,000 / $10,000,000 (occurrence/aggregate) Business Automobile Liability $2 ,000,000 combined single Pollution Liability $1,000,000 (occurrence/aggregate)
Workers’ Compensation Statutory Requirements
2. Insurance Rating. All insurance required to be maintained by Contractor must be issued by companies licensed by or admitted to conduct insurance business in the State of California by the California Department of Insurance and must have a rating of A- or better and Financial Size Category Class VII or better by the latest edition of A.M. Best’s Key Rating Guide, unless otherwise approved by City/District’s legal counsel.
3. Commercial General Liability Insurance. The commercial general liability insurance must meet or exceed the requirements of Insurance Services Office (ISO) form CG 00 01, and
must be provided on a per occurrence basis for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended.
The insurance must be on an “occurrence” not a “claims made” basis. Defense costs must be paid in addition to limits. There must be no cross-liability exclusion for claims or s
uits by one insured against another. The insurance must include a waiver of subrogation applicable to the insurance or self -insurance, a primary and non- contributory endorsement, and an additional insured endorsement, all in favor of the City of Camarillo, its officers, employees and agents, and volunteers; blanket endorsements are acceptable.
Any endorsement restricting standard ISO “insured contract” language will not be accepted.
4. Business Auto Coverage. The business automobile insurance coverage must be a t
l
east as broad as ISO Business Auto Coverage form CA 00 01, covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount stated above per combined single limit fo r eac
h accident. Such insurance must include a waiver of subrogation applicable to the insurance or self -insurance, and a primary and non- contributory endorsement, and an addi
tional insured endorsement, all in favor of the City of Camarillo, its officers, employees and agents, and volunteers; blanket endorsements are acceptable.
5. C
ontractor’s Pollution Liability Insurance. Coverage shall provide for liability arisi ng out
of sudden, accidental, and gradual pollution, and remediation. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. All activities contemplated in this agreement shall be specifically scheduled on the policy as “covered operations”. The policy shall provide coverage of remediation of the site in the event of an environmental CC Agreement No. 2026-5
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contamination event arising out of the materials, supplies, products, work, operations, or workmanship.
6. Workers Compensation. If Contractor has any employees, Contractor must maintain workers’ compensation insurance (statutory limits) and employer’s liability insurance (with limits of at least $1,000,000). Such insurance must include a waiver of subrogation endorsement in favor of the City of Camarillo, its officers, employees, agents, and volunteers; a blanket endorsement is acceptable.
7. Umbrella or Excess Liability Insurance. If an excess or umbrella liability policy is used to meet minimum limit requirements, the insurance must provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella or excess liability policy must include a “drop-down provision” requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason. Coverage must be provided on a “pay-on-behalf” basis, with defense costs payable in addition to policy limits. There may be no cross-liability exclusion precluding coverage for claims or suits by one insured against another. The policy must “follow form” to the underlying primary policy. Coverage must be applicable to all insureds under the primary policies. The insurance must contain or be endorsed to contain a waiver of subrogation applicable to the insurance or self - insurance, and a primary and non-contributory endorsement for the benefit of City/District.
The scope of coverage provided is subject to approval of City/District following receipt of the required proof of insurance.
8. Contractor’s Limitations and Endorsements. The Contractor’s insurance policies must not include any endorsements or provisions that limit coverage for the following risks:
explosion, collapse, or underground hazards (XCU); products and completed operations; pollution liability; and contractual liability. These coverages must be specifically included without any exclusions, modifications, or restrictions that would limit the scope of protection otherwise afforded by the basic policies. Any endorsement or exclusion that reduces or eliminates coverage for the above-listed risks is unacceptable.
9. Deductibles and Self -Insured Retention. Any deductibles or self -insured retentions applicable to the insurance policies required under this Agreement must be declared to and approved by City/District. In no event may any required insurance policy have a deductible, self-insured retention or other similar policy provision in excess of $50,000 without prior written approval by City/District in its sole discretion. At the option of City/District, either the insurer will reduce or eliminate such deductibles or self -insured retentions with respect to the City/District’s additional insureds or Contractor will procure a bond guaranteeing payment of any losses, damages, expenses, costs or settlements up to the amount of such deductibles or self-insured retentions.
10. Certificates of Insurance and Endorsements; Notice of Termination or Changes to Policies. Prior to commencing any services under this Agreement, Contractor must file with the City/District certificates of insurance and endorsements evidencing the existence of all insurance required by this Agreement, along with such other evidence of insurance or certified copies of policies as may reasonably be required by City/District. These certificates of insurance and endorsements must be in a form approved by the City/District’s legal counsel. Contractor must maintain current certificates and endorsements on file with City/District during the term of this Agreement reflecting the existence of all required insurance. Each of the certificates must expressly provide that CC Agreement No. 2026-5
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no material change in the policy, or termination or cancellation of the required coverage, will be effective except upon 30 days’ prior written notice to City/District by certified mail, return receipt requested (except for nonpayment for which a 10 -day notice is required).
The delivery to City/District of any certificates of insurance or endorsements that do not comply with the requirements of this Agreement will not waive the City/District’s right to require compliance. In the event that Contractor’s policies are materially changed, Contractor must provide the City/District with at least 30 days’ prior written notice of the applicable changes. City/District reserves the right to require complete, certified copies of all required insurance policies at any time.
11. Fai
lure to Maintain Required Insurance. If Contractor, for any reason, fails to have in place at all times during the term of this Agreement all of the required insurance coverage, the City/District may, but is not obligated to, obtain such coverage at Contractor’s expense and deduct the cost from the sums due Contractor . Alternatively, City/District may terminate the Agreement.
12. E
ffect of Coverage. The existence of the required insurance coverage under this Agreement will not be deemed to satisfy or limit Contractor’s indemnity obligations under this Agreement. Contractor acknowledges that the insurance coverage and policy limits set forth in this Agreement constitute the minimum coverage and policy limits required.
Should any coverage carried by the Contractor or any subcontractor of any tier have limits of liability that exceed the limits or have broader coverage than required in this Agreement, those higher limits and that broader coverage are deemed to apply for the benefit of any person or organization included as an additional insured and those limits and broader coverage will become the required minimum limits and insurance coverage in all sections of this Agreement. Any insurance proceeds available to City/District in excess of the limits and coverages required by this Agreement, and which is applicable to a given loss, must be made available to City/District to compensate it for such losses.
13. R
equired Insurance for Subcontractors. Contractor agrees to ensure that any subcontractors providing services under this Agreement provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to review and monitor all such coverage and assumes responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.
14. R
ight to Revise Insurance Specifications. City/District reserves the right to change the amounts and types of insurance required by giving Contractor at least 90 days advance written notice of such change. If such change results in substantial additional cost to Contractor, the parties may renegotiate Contractor’s compensation.
15. T
imely Notice of Claims. Contractor must give City/District prompt notice of claims made of lawsuits initiated that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability insurance policies.
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EXHIBIT C
NOT USED
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EXHIBIT D
ADJUSTMENT FOR NEW TARIFFS OR TARIFF INCREASES
1. ENTITLEMENT TO ADJUSTMENT
1.1 If, after the date of Contractor's solicitation submission, the United States government imposes or increases tariffs that directly and demonstrably affect the unit pricing or availability of materials or equipment required for the Work, and such increases were unavoidable, and not reasonably foreseeable at the time of solicitation submission, Contractor may be entitled to an adjustment to the Contract Sum subject to the conditions and limitations set forth in this provision.
2. L
IMITATIONS ON ENTITLEMENT
2.1 Reasonably Foreseeable Increases. Contractor shall not be entitled to any adjustment to the Contract Sum for new tariffs or tariff increases that were reasonably foreseeable at the time of solicitation submission. For purposes of this provision, "new tariffs or tariff increases that were reasonably foreseeable" include, without limitation:
a. Any increase in the applicable tariff or tariffs to a level which was already in effect, plus ten percent (10%), at any point during the past ten years; b.
A
ny new tariff or increase in tariff level that was Already Announced prior to solicitation submission, regardless of whether it had taken effect;
i. “Already Announced” includes, without limitation, the following circumstances:
A. Notice of a pertinent tariff, or tariff level, has been published by the Unit ed S
tates International Trade Commission, or other federal agency, as of the solicitation submission date, regardless of whether the effective date of t he t
ariff is prior to th e solicitation date, or after. Publication includes, without limitation, notices on an agency website, the Harmonized Tariff Schedule, or in the Federal Register.
B. The President of the United States, a member of the President’s cabinet, or one of the President’s advisors, has stated the federal government will adopt a new or increased tariff, including without limitation making such a statement through a speech, interview, order, social media post, or otherwise, regardless of formality.
C. A reputable news organization has reported that the U.S. federal government is expected to adopt the new or increased tariff.
2.2 General Market Conditions.
a. C
ontractor shall not be entitled to any adjustment to the Contract Sum for changes in unit pricing attributable to market conditions other than new or increased U.S. tariffs, includi ng but
not limited to general inflation, supply chain disruptions, labor costs, currency fluctuations, or other market factors, except to the extent covered by the force majeure provision and other provisions in the contract documents.
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b. N
ew or increased tariffs imposed by foreign governments, and the effects any such new or increased foreign tariffs have on unit pricing or product availability are general market conditions and do not entitle Contractor to an adjustment in the Contract Sum. New or increased tariffs imposed by foreign governments are not an “acts of a public enemy” or “acts of a governmental entity not occasioned by the Contractor’s, subcontractor’s, or supplier’s conduct” and are considered foreseeable under the contract documents.
2.3 Tariff Avoidance; Duty to Mitigate. Upon learning of a new tariff, or tariff increase, Contractor shall make commercially reasonable efforts to avoid the new costs and mitigate any increased costs to City. Contractor shall, without limitation, determine if there are alternate suppliers that can furnish necessary materials or equipment at a lower cost to Contractor, for example, by sourcing materials or equipment from the United States, or a country subject to lower duties than the Contractor’s original intended supplier. If Contractor is able to identify a lower cost supplier through such efforts, Contractor shall procure supplies from that source before seeking an adjustment in the Contract Sum. Any adjustment to the Contract Sum shall be based on actual increased costs incurred by Contractor despite such efforts.
3. P
ROCEDURE FOR SEEKING ADJUSTMENT
3.1 Notice Requirement. Contractor shall notify City in writing within fourteen (14) calendar days after Contractor becomes aware or should reasonably have become aware of a new tariff or tariff increase that may entitle Contractor to an adjustment to the Contract Sum.
3.2 Documentation Required. Contractor's request for adjustment shall include:
a. Identification of the specific materials or equipment affected; b. Documentation of the original cost of the affected materials or equipment as included in Contractor's solicitation submission;
c.
D
ocumentation of the increased cost directly attributable to the tariff increase; d. D
ocumentation demonstrating that the tariff increase was not reasonably foreseeable as defined in Section 2.1;
e.
D
ocumentation demonstrating that the increased costs are not attributable to non- tariff m
arket conditions as defined in Section 2.2; and
f. Proposed adjustment to the Contract Sum.
4. A
UDIT RIGHTS
4.1 Prior to agreeing to any adjustment to the Contract Sum, City shall have the right to audit Contractor's books and records to verify that all conditions precedent to a price adjustment have been met.
4.2 Contractor shall provide City and City's authorized representatives access to all books, records, documents, and other evidence pertaining to the request for adjustment, including but not limited to:
a. Original purchase orders and supplier quotes;
b.
S
ubsequent purchase orders and supplier quotes showing increased costs; CC Agreement No. 2026-5
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c. C
orrespondence with suppliers regarding tariff impacts;
d. Documentation of tariff rates in effect at the time of solicitation submission and at the time of purchase; and
e. A
ny other documentation reasonably requested by City to verify the entitlement to and am
ount of the requested adjustment.
4.3 Contractor shall maintain all such records for a period of not less than three (3) years after final payment.
5. DE
TERMINATION OF ADJUSTMENT AMOUNT
5.1 Any adjustment to the Contract Sum shall be limited to the actual increased cost directly attributable to the unforeseeable new tariff or tariff increase, without any additional markup for overhead and profit.
5.2 City reserves the right to reject any request for adjustment that does not meet the requirements of this provision or is not substantiated by sufficient documentation.
5.3 Nothing in this provision shall be construed to relieve Contractor of its obligation to complete the Work within the Contract Time or to entitle Contractor to any time extension due to new tariffs or tariff increases.
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VERIFICATION OF CALIFORNIA
CO
NTRACTOR’S LICENSE
I
certify, under penalty of perjury, that I have a valid California Contractor’s license issued pursuant to Business and Professions Code section 7000 and following, and was so licensed at the time that the bid was awarded:
C
alifornia Contractor’s License:
784969 A 09/30/2026
License Number Class Expiration Date
A
merican Asphalt South, Inc.
CONTRACTOR (PRINT OR TYPE)
Da
te Signature
(
Public Contract Code § 6100)
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CERTIFICATE REGARDING
W
ORKERS’ COMPENSATION
I
am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self - insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.
T
im Griffin
Name (print or type)
Da
te Signature
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