Placentia City Council
June 20, 2023

2. Authorize the City Administrator to approve contract change orders up to ten percent (10%) of the annual contract not -to -exceed amount; and

3. Authorize the City Administrator to approve the eligible contract term extension for one (1) additional two (2) year term based upon contractor performance and at the discretion of the City; and

4. Authorize the City Administrator and/or his designee to execute all necessary documents, in a form approved by the City Attorney.

STRATEGIC PLAN STATEMENT:

There is no specific strategic planning goal or objective associated with this agenda item.

DISCUSSION:

In July 2018, the City Council awarded a Maintenance Services Agreement to Bear Electrical Solutions, Inc. ("Bear") for traffic signal maintenance and repair services. Amendment No. 1 and No. 2 were administratively approved in July 2019 and March 2021, respectively, to provide for additional spending cap authority to cover a series of additional extraordinary repair work orders completed by the City's contractor over the initial three (3) years. In April 2021, the City approved the extension of an additional two-year contract term with Bear and increased the contract not -to - exceed amount to $340,000 ($170,000 per year) and approved contract change order authority for the City Administrator up to $34,000.

Bear has demonstrated its qualifications, capabilities, and responsiveness through the services provided to the City of Placentia for citywide traffic signal maintenance services. Bear is currently servicing multi -year signal and streetlight maintenance contracts for over 65 agencies representing over 3,500 signalized intersections and 60,000 streetlights. Bear has a strong presence in Orange County as it currently provides traffic signal maintenance services to a number of nearby local cities, including Tustin, Laguna Niguel, San Juan Capistrano, Cerritos, Aliso Viejo, and Mission Viejo.

The Placentia Municipal Code, Section 3.08.070, allows the City to purchase from a supplier who has been awarded a contract resulting from a formal competitive bid process by another governmental agency within the state or by the federal government. The City of Tustin solicited bids for a new traffic signal maintenance contract with an identical work scope and bid schedule used by Placentia. The pricing received by Tustin is competitive and similar to the amount the City currently pays for the same service. On June 2, 2022, the City of Tustin completed a competitive procurement for traffic signal maintenance services and received the following three proposals for routine preventative maintenance monthly costs:

Firms
Amount
Bear Electrical Solutions
$8,300.00/month
Crosstown Electrical and Data Inc.
$8,749.00/month
Yunex Traffic USA
$11,047.00/month

City Council Agenda
June 20, 2023

On July 1, 2022, the City of Tustin awarded a traffic signal maintenance services contract to Bear Electrical Solutions, Inc. in the not -to -exceed amount of $99,600 per year for routine preventative maintenance services.

The monthly routine maintenance costs associated with the City of Tustin contract is $55 per intersection. There are one hundred thirty three (133) intersections in the City of Tustin. The current monthly routine maintenance costs associated with the City of Placentia is $50 per intersection. There are sixty-one (61) intersections throughout the City including three (3) quiet zone intersections. In addition to the base bid schedule for preventative maintenance, the extraordinary repair rate associated with the City of Tustin contract is $130 per hour. By comparison, the current extraordinary repair rate associated with the City of Placentia is $118 per intersection. As such, labor rate escalation proposed by Bear Electrical is found to be reasonable comparing to the unit price listed in the current contract.

Since 2018, Bear Electric has been responsive to every maintenance request in a timely manner and made proper and efficient repairs during the current traffic signal maintenance services contract. Furthermore, Bear's technicians have extensive knowledge about the traffic signal system in Placentia, and the company is equipped with the resources to maintain and provide an extensive inventory of parts and equipment, ensuring the ability to complete timely repairs to the City's infrastructure in the event of signal failure. Staff recommends utilizing the piggybacking provision of the City's purchasing policy and enter a new Maintenance Services Agreement with Bear based on the pricing levels Bear proposed in its RFP response to the City of Tustin in 2022.

The proposed contract would be for a three-year term, from Fiscal Year 2023-2024 through Fiscal Year 2025-2026, with the option to extend the agreement for one (1) additional two-year term.

Under the terms of the proposed agreement, the contract scope of work for these services provides for monthly, quarterly, bi-annual and annual preventative maintenance services to maintain traffic signal equipment, intersection safety lights, flashing beacons and speed feedback signs. The scope of work also provides for extraordinary repairs as well as 24 -hour emergency response.

FISCAL IMPACT:

The agreement with Bear is for an annual not -to -exceed amount of $170,000. The term of the agreement is three (3) years for a cumulative three (3) year not -to -exceed contract amount of $510,000, with the option to extend for one (1) additional two (2) year term based upon contractor performance and at the discretion of the City.

Prepared by: Reviewed and approved by:
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Yerv.viie4,1.aliirrwan,
Kyra Tao Jennifer Lampman
Transportation Manager Director of Finance

City Council Agenda
June 20, 2023

Reviewed and approved by: Reviewed and approved by:
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Luis Estevez Darren R.

Deputy City Administrator City Administrator
Attachments:

1. Professional Services Agreement with Bear Electrical Solutions, Inc.

2. Tustin's Traffic Signals Maintenance Service Agreement

PSA - Short Form Template (Maintenance Services)

CITY OF PLACENTIA

MAINTENANCE SERVICES AGREEMENT
WITH
BEAR ELETRICAL SOLUTION, INC.

THIS AGREEMENT is made and entered into this 20th day of June, 2023 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and Bear Electric Solutions, Inc., a California corporation ("Contractor").

WITNESSETH:

A. WHEREAS, City proposes to utilize the services of Contractor as an independent contractor to provide agreement for Traffic Signal System Maintenance, as more fully described herein; and
B. WHEREAS, Contractor represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, City and Contractor desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROVIDED BY CONTRACTOR

1.1. Scope of Services. Contractor shall provide the professional services described in Contractor's Proposal ("Proposal"), attached hereto as Exhibit "A" and incorporated herein by this reference.

1.2. Professional Practices. All professional services to be provided by Contractor pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional Contractors in similar fields and circumstances in accordance with sound professional practices. Contractor also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Contractor's performance of this Agreement. Contractor shall keep itself informed of State and Federal Taws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such laws and regulations. Officers and employees shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this section.

1.3. Performance to Satisfaction of City. Contractor agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:

(a) Meet with Contractor to review the quality of the work and resolve the matters of concern;
(b) Require Contractor to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.

1.4. Warranty. Contractor warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Contractor shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above -mentioned laws, which may be incurred by reason of Contractor's performance under this Agreement.

1.5. Non-discrimination. In performing this Agreement, Contractor shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship.

Contractor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.

Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor shall state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Contractor shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

1.6. Non -Exclusive Agreement. Contractor acknowledges that City may enter into agreements with other Contractors for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Contractor may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Contractor's sole cost and expense. All insurance requirements contained in this Agreement are independently applicable to any and all subcontractors that Contractor may engage during the term of this Agreement.

1.8. Confidentiality. Employees of Contractor in the course of their duties may have 2 Sear Electrical Solutions, Inc
Rev. 06/2018

access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Contractor's covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BILLING

2.1. Com pensation. Contractor shall be paid in accordance with the fee schedule set forth in Exhibit "A." Contractor's total compensation shall not exceed Five Hundred Ten Thousands Dollars ($510,000.00).

2.2. Additional Services. Contractor shall not receive compensation for any services provided outside the scope of services specified in the Contractor's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Contractor performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

Should the City request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", an additional fee based upon the Contractor's standard hourly rates shall be paid to the Contractor for such additional services. Such increase in additional fees shall be limited to 25% of the total contract sum or $25,000 whichever is more. The City Engineer is authorized to approve a Change Order for such additional services.

2.3. Method of Billing. Contractor may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Contractor's services which have been completed to City's sole satisfaction. City shall pay Contractor's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.

2.4. Records and Audits. Records of Contractor's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date.

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A." The Project Schedule may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts 3 Bear Electrical Solutions, Inc
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shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Contractor is encountered, a time extension may be mutually agreed upon in writing by the City and the Contractor. The Contractor shall present documentation satisfactory to the City to substantiate any request for a time extension.

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of 36 months, ending on June 30, 2026, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Contractor. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Contractor shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.

If the Contractor defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Contractor, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.

4.3. Compensation. In the event of termination, City shall pay Contractor for reasonable costs incurred and professional services satisfactorily performed up to and including 4 Bear Electrical Solutions, Inc
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the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein.

In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Contractor. City shall not be liable for any claim of lost profits.

4.4. Documents. In the event of termination of this Agreement, all documents prepared by Contractor in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Contractor, at no cost to City. Any use of uncompleted documents without specific written authorization from Contractor shall be at City's sole risk and without liability or legal expense to Contractor.

5.0. INSURANCE

5.1. Minimum Scope and Limits of Insurance. Contractor shall obtain, maintain, and keep in full force and effect during the life of this Agreement all the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. If Contractor maintains higher limits that the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Contractor.
(b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, each incident for bodily injury and property damage.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Contractor. Contractor agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Contractor for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.
5 Bear Electrical Solutions, Inc
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Before execution of this Agreement by the City, the Contractor shall file with the Public Works Director/City Engineer the following signed certification:

I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work.

The Contractor shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the Public Works Director/City Engineer before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the Contractor to comply with this section.

Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Contractor under this Agreement are adequate to protect Contractor. If Contractor believes that any such insurance coverage is insufficient, Contractor shall provide, at its own expense, such additional insurance as Contractor deems adequate.

5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions as worded below:
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Contractor pursuant to its contract with the City; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; automobiles owned, leased, hired, or borrowed by the Contractor."
(b) Notice: "Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self -insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Contractor's sole cost and expense." (c) Other insurance: "The Contractor's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy."
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(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.
(e) The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

5.3. Deductible or Self -Insured Retention. If any of such policies provide for a deductible or self -insured retention to provide such coverage, the amount of such deductible or self -insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self -insured retention.

5.4. Certificates of Insurance. Contractor shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached hereto as Exhibit "B" and incorporated herein by this reference.

5.5. Non-limitinc. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Contractor may be held responsible for payments of damages to persons or property.

6.0. GENERAL PROVISIONS

6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

6.2. Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

Contractor shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Contractor called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Project Manacers. City shall designate a Project Manager to work directly with Contractor in the performance of this Agreement. It shall be the Contractor's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Contractor shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.

Contractor shall designate a Project Manager who shall represent it and be its 7 Bear Electrical Solutions, Inc
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agent in all consultations with City during the term of this Agreement and who shall not be changed by Contractor without the express written approval by the City. Contractor or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement, or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CONTRACTOR:

Bear Electrical Solutions, Inc.
1341 Archer Street
P.O. Box 924
Alviso, CA 95002-0924
Tel: (408) 449-5178
Fax:

Attn: Robert Asuncion, President
IF TO CITY:

City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: (714) 993-8120
Fax:

Attn: Luis Estevez

6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. Contractor agrees to submit to the personal jurisdiction of such court in the event of such action.

6.7. Assignment. Contractor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Contractor's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.

Regardless of City's consent, no subletting or assignment shall release Contractor of Contractor's obligation to perform all other obligations to be performed by Contractor hereunder for the term of this Agreement.

6.8. Indemnification and Hold Harmless. Contractor agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Contractor's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Contractor, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The 8 Bear Electrical Solutions, Inc
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defense obligation provided for hereunder shall apply whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Contractor, its employees, and/or authorized subcontractors under this Agreement, whether or not the Contractor, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.

Notwithstanding the foregoing, the Contractor shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Contractor's Proposal, which shall be of no force and effect.

6.9. Independent Contractor. Contractor is and shall be acting at all times as an independent contractor and not as an employee of City. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.

Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor's employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Contractor shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Contractor and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Contractor shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.10. PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

6.11. Cooperation. In the event any claim or action is brought against City relating to Contractor's performance or services rendered under this Agreement, Contractor shall render any reasonable assistance and cooperation which City might require. 9 Bear Electrical Solutions, Inc
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6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Contractor or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Contractor agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Contractor. City shall indemnify and hold harmless Contractor from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Contractor.

Contractor shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. Contractor or Contractor's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.

6.13. Public Records Act Disclosure. Contractor has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Contractor, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.).

Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Contractor informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6.14. Conflict of Interest. Contractor and its officers, employees, associates and subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to Contractor's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090.

During the term of this Agreement, Contractor and its officers, employees, associates and subcontractors shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Contractor is not currently performing work that would require Contractor or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.15. Responsibility for Errors. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

6.16. Prohibited Employment. Contractor will not employ any regular employee of City 10 Bear Electrical Solutions, Inc
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while this Agreement is in effect.

6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by giving precedence in the following order, if applicable:

This Agreement, the City's Request for Proposals, the Contractor's Proposal.

6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.24. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall 11 Bear Electrical Solutions, Inc
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constitute one agreement.

6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CITY OF PLACENTIA,
A municipal corporation
Date:

Damien R. Arrula, City Administrator
ATTEST:

Robert S. McKinnell, City Clerk and ex -officio Clerk
of the City of Placentia

CONTRACTOR
Date:

Signature
Name and Title
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:

Date:

Christian L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:
12 Bear Electrical Solutions. Inc
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Date:

Rosanna Ramirez, Risk Management
APPROVED AS TO CONTENT:

Date:

Kyra Tao, Transportation Manager
DEPARTMENTAL APPROVAL:

Date:

Luis Estevez, Deputy City Administrator
13 Bear Electrical Solutions, Inc
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EXHIBIT A

CONTRACTOR'S PROPOSAL AND SCOPE OF WORK
14 Bear Electrical Solutions, Inc
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EXHIBIT B

CERTIFICATES OF INSURANCE AND ENDORSEMENTS
15 Bear Electrical Solutions, Inc
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EXHIBIT 'A'

SCOPE OF WORK FOR

TRAFFIC SIGNAL MAINTENANCE SERVICES

1. GENERAL
Contractor shall provide monthly preventive maintenance, approved response maintenance and emergency response maintenance to traffic signal equipment, safety lights, flashing beacons, speed feedback signs, and other existing/future related equipment by duly trained and qualified personnel approved by the City.

Contractor shall furnish all tools, equipment, apparatus, facilities, labor, services and material and perform all work necessary to maintain in a good and workmanlike manner all traffic signal facilities at the locations listed herein.

All work performed or equipment or parts supplied by Contractor shall be subject to the inspection and approval of City. The "City" shall mean Director of Public Works or their authorized representative. "Director of Public Works" shall mean the Director of Public Works or authorized representative.

All Preventive Maintenance will be billed at an established unit bid price, with extraordinary maintenance and repairs along with emergency response maintenance paid on a time and material basis based on the established hourly labor rates in the bid schedule. Materials may only be marked up a maximum of 15% and back up materials indicating the cost for the materials paid by the contractor shall be submitted with all extraordinary maintenance and repair invoices. All vehicle and equipment rates shall be included in the hourly rate paid for extraordinary or emergency work. No additional compensation will be allowed.

Any inability to provide Preventive Maintenance, as scheduled, to each traffic signal, safety light, flashing beacon, and speed feedback sign will result in Contractor being subjected to liquidated damages of $400 per day, per traffic signal location.

Contractor shall provide Emergency Response for City's traffic signals, safety lights, flashing beacons and speed feedback signs on a twenty-four (24) hour a day, seven (7) days per week basis, including all holidays.

Contractor shall cooperate with City in recalibrating traffic signal coordination timing and progression. Contractor shall change the timing of traffic signals only upon the direction or advance written approval of City. During emergency conditions, Contractor shall assure full cooperation with the City and employees of the City and other agencies, as indicated.

Contractor shall not represent City in matters of policy or procedures under this contract, shall not make any reference to City policy or procedures to other than the City, and shall refer all questions or inquiries from the public regarding policy, procedures, or terms and conditions of the contract, to City. 1 2. QUALIFICATIONS
Contractor shall have available and readily accessible all required tools, equipment, apparatus, facilities, skilled labor services and materials to perform all work necessary to maintain the traffic signal facilities in good workmanlike manner.

All signal work shall be performed in accordance with the latest Standard Plans and Section 86 of the Standard Specifications for the State of California, Department of Transportation, and shall be in compliance with the latest version of the California Manual on Uniform Traffic Control Devices (CA MUTCD).

Contractor shall assign at least one full-time signal maintenance technician to maintain City's signals, flashers, and appurtenant equipment. At a minimum, one of these technicians shall have certifications of Level II Traffic Signal Technician from the International Municipal Signal Association (IMSA, for at least two years.

City requires a list of the signal maintenance technicians anticipated to work regularly in City. City reserves the right to determine the Contractor's assignment of personnel to City. If appropriate, Contractor shall replace any personnel assigned to City whose performance is considered unacceptable by City. City shall be consulted on any planned change in personnel prior to implementation.

Contractor shall have on hand at all times at least two (2) spare systems compatible controllers for City use in the event of emergency.

Contractor shall maintain a single local telephone number where a live person can be reached twenty-four (24) hours per day. This telephone number shall be made available to all persons designated by City.

Contractor shall have skilled personnel and proper lab -testing facilities to perform inspection of new controller mechanisms including controller units, auxiliary equipment and traffic control appurtenances. All testing and test facilities shall conform to current NEMA Specifications.

Contractor shall keep itself informed of all State and Federal laws and regulations that in any manner affect those employed by it or in any way affect the performance of its services pursuant to this RFP or its proposal. Contractor shall, at all times, observe and comply with all such laws and regulations. City, and its officers and employees, shall not be liable at law or in equity by reason of the failure of Contractor to comply with this paragraph.

3. EQUIPMENT REQUIRED
Contractor shall provide vehicle(s) to be used by the technicians serving the City, which shall be equipped with a permanently mounted arrow board; warning beacon/strobe lights; traffic cones; construction warning signs; a hydraulic bucket capable of reaching a height of at least twenty-eight (28) feet above the roadway surface; necessary computer laptop for programming, maintenance and testing of traffic signal controllers and various equipment; portable CCTV monitor; and communications equipment for dispatch. All of Contractor's employees working within the boundaries of City shall be equipped with a communications device 2 capable of instant 2 -way communications for extended periods of time with Contractor's shop or with City staff.

Contractor must possess and have readily available, in functioning order, all required tools, equipment, apparatus, facilities and materials needed to perform all work necessary to maintain and repair the traffic signals, safety lights, flashing beacons and speed feedback signs in the City, in compliance with current Caltrans and County of Orange standards and specifications. All excess materials and equipment in Contractor's inventory shall be the property and responsibility of Contractor until such materials or equipment is used or installed in City.

Contractor shall be equipped with spare parts sufficient to return a defective signal to operation following ordinary trouble calls. In those cases where a complex controller or component has to be repaired, Contractor shall install a substitute controller or component of his own while he is repairing the defective controller or component. Such substitute equipment shall be compatible with City's system.

4. PREVENTIVE MAINTENANCE
The agreement price for Preventive Maintenance shall include the following services and any other service not specified under Approved Response Maintenance or Emergency Response Maintenance, including service of the signalized intersections within the BNSF Railroad Corridor Quiet Zone. a. Quite Zone Intersections
Quiet Zone intersections include railroad pre-emption, additional signal heads and additional equipment in the controller cabinets to monitor and operate the loop detectors associated with the railroad quad gate system. The current Quiet Zone locations are listed below:

Orangethorpe Avenue and Richfield Road
Orangethorpe Avenue and Van Buren Street
Orangethorpe Avenue and Jefferson Street
b. Monthly Inspections
Contractor shall make a routine inspection of all traffic signal equipment, including the interconnect conduit/cables, video detection cameras, flashing beacons, RRFB's and permanent speed feedback signs, once per month. Contractor shall maintain a written record in each controller cabinet showing the date and time checked. Controller assemblies shall not be replaced, except for repair, without prior approval of City.

The monthly inspection of each signalized intersection shall include, at a minimum, the following:

1. Walk the intersection and visually inspect all signal heads and video detectors (where applicable) for proper operation, alignment, broken lenses, and missing parts. Depress all pedestrian push buttons and 3 observe the proper timing and display. Report any observed problems to City. Correct any minor observed problems as soon as possible thereafter and make arrangements for any other needed repairs/replacements.

2. Contractor shall furnish and replace all standard LED signal modules at all traffic signals as they become non-functional or inoperative.

Material and/or labor and equipment for all LED outages still covered under manufacture warranty is included, when applicable.

3. Examine the functioning of the controller in relation to the traffic.

Report functional and timing problems to City as soon as possible.

Correct functional problems as soon as approved by City.

4. Inspect, clean, and adjust each controller and cabinet assembly, each video detection camera, and each battery backup system.

5. Observe and check for proper operation of the detector loops and amplifiers. Adjust or re -tune the detector amplifiers and correct substandard splices, as necessary. Report improper detection operation and causes to City.

6. Inspect all relays, switches, and terminals, etc. and replace or make adjustments, as necessary. Make arrangements to promptly fix those deficiencies which cannot be corrected immediately.

7. Check and adjust fan operation. Check the filter for tight fit, and tape, if required. Clean and vacuum the cabinet, as necessary. Examine cabinet exterior for water, excessive dampness, and plant or animal intrusion. Determine cause and correct the condition.

8. Inspect battery backup system (if the signal is equipped with such unit) to ensure unit is fully charged. Report improper operation to City.

9. Manually record inspection date and time in controller cabinet and send written confirmation of monthly inspection with
recommendations to the City.

The monthly inspection of City's signal system shall also include the tasks listed below.

Report all malfunctions to City and make arrangements to promptly fix deficiencies.

1. Make nighttime drive through to visually inspect for malfunctions of traffic signals, illuminated street name signs (ISNS) and highway safety lights. Contractor shall submit a monthly night survey to City indicating outages of traffic signals, safety lights, and illuminated street name signs, and the date and time of the survey for each.

2. Observe and check the flashing beacons and RRFB's for proper operation and for missing or damaged equipment.
4 3. Observe and check the permanent speed feedback signs for proper operation and for missing or damaged equipment.

The 3 -month inspection of each signalized intersection (in addition to monthly) shall include, at a minimum:

1. Check the signal timing settings and match with the timing sheet found in the controller cabinet provided by City. Immediately report and discrepancies to City.

2. Visually inspect roadway along loop detectors for possible exposed wires, cracks and potholes. Contractor shall clean and fill deteriorated loop detector saw cuts with epoxy as necessary. Once it is determined by City that the saw cut has deteriorated to a point that applying more epoxy is insufficient, the detector shall be replaced. Contractor shall replace deteriorated loop detectors as part of approved response maintenance (Section 5) at the contract unit price. This price shall include the saw cut lead-ins as required.

Contractor shall also inspect loop stub out and home run locations for deterioration and depressions, and fill, as necessary. All loop detector problems and repairs shall be reported to City in writing.

3. Make any minor repairs to controller, monitor and other equipment, as needed. Otherwise, report other needed repairs to City and arrange for the repairs.

4. Check operation of City -owned battery backup systems and batteries and make recommendation to the City.

5. Manually record inspection date and time in controller cabinet and send written confirmation of monthly inspection with
recommendations to the City.

The 6 -month inspection of each signalized intersection (in addition to monthly and 3 -month) shall include, at a minimum:

1. Replace the air filter elements, in all cabinets so equipped.

Replacement shall be a vinyl -poly air filter. No paper or metal filters are to be used.

2. Check ground rod clamps and wire.

3. Check for all cabinet documentation to make sure it is in cabinet.

4. Check operation of fan and thermostat.

5. Check operation of ground fault receptacle.

6. Visually check integrity of splices.

7. Manually record inspection date and time in controller cabinet and send written confirmation of monthly inspection with
recommendations to the City.
5 Annual Preventive Maintenance of each signalized intersection (In addition to monthly, 3 -month and 6 -month) shall include, at a minimum:

1. Clean and polish all traffic signal and video camera lenses.

2. Check weatherproof gaskets on controller cabinet.

3. Check duct sealant.

4. Lubricate hinges and locks on controller cabinet.

5. Check all indicator lamps. Replace all incandescent lamps.

6. Test and record illuminence of all LED lamps. Replace all lamps that fail minimum required levels (See monthly note).

7. Open and inspect all pull boxes.

8. Check all connectors.

9. Check all detector extensions.

10. Manually record inspection date and time in controller cabinet and send written confirmation of monthly inspection with
recommendations to the City.
c. Compensation for Preventive Maintenance
City will compensate Contractor based on the unit bid pricing included in the base bid schedule for Preventive Maintenance in Exhibit B for the monthly, quarterly, bi- annually, and annual preventive maintenance services previously described in this section.
d. Compensation for Preventive Maintenance
City will compensate Contractor based on a time and materials basis utilizing the hourly rates included in the Contrator's bid schedule. Time shall be calculated in 1/4 hour increments. A maximum 15% markup on all materials purchased and utilized for repairs will be allowed. Backup materials outlining the costs paid by the Contractor for materials utilized for Extraordinary Repairs must be attached to the invoice. All vehicle and equipment costs shall be included in the hourly rates provided in the bid schedule. Responding drive time to the affected intersection shall NOT be included in the total number of hours to be compensated for Extraordinary or Emergency response work.

5. APPROVED RESPONSE MAINTENANCE
Contractor shall investigate and determine the corrective requirements for each reported malfunction, failure or outage of the traffic signal system. The malfunctions, failures or outages that do not require an emergency response (see Section 6), shall be considered "Approved Response Maintenance" that shall only 6 be performed upon approval by City (see "Notification"). City will provide a simple approval form that can be faxed or emailed to the City for a quick response.

Contractor shall replace or repair any and all defective parts of the signal system caused by signal failure or malfunction, as the occasion arises, including, but not limited to the signal controller, master controllers, modems, conflict monitors, relays, interconnect, flashers, lamps, LED modules, detector loops, video detection cameras, home run locations, push buttons, sensing units, safety lights, illuminated street name sign lights (ISNS), safety lights, load switches, flasher switches, breaker switches, ballasts, starters, sockets, fuses, fuse holders, photoelectric cells, battery back-up units, and wiring systems. ISNS lamps shall be F72T2 Cool White Fluorescent lamps meeting the requirements of ANSI STD.

C78. At the time of "re-lamping", Contractor shall clean and polish all lenses and reflectors, align signal heads and adjust all mast arm mounted street name signs, including illuminated street name signs, and safety lights.

No permanent change shall be made without prior approval of City. Whenever equipment is removed, Contractor shall notify City by phone and email within twenty-four (24) hours.
a. Approved Response Maintenance shall consist of but not be limited to the following:

1. Loop detector replacement.

2. LED module replacement.

3. LED module replacement.

4. ISNS lamp replacement.

5. Safety light replacement.

6. Replacement of internally illuminated street name signs.

Replacements shall meet the latest CA MUTCD standards,
particularly regarding letter size.

7. Replacement of Walk/Don't Walk pedestrian signal lamps, as they become non-functional or inoperative, or as directed by City, with solid-state (Walking Person/Upraised Hand or Walking
Person/Upraised Hand/Countdown pedestrian signal) indicators.

8. Replacement of Walking Person/Upraised Hand and Walking Person/Upraised Hand/LEDs as they become non-functional or inoperative. May be upgraded to Walking Person/Upraised Hand/Countdown pedestrian signal indicators, as directed by City.

Contractor shall also replace ballasts and transformers/solid-state transformers for these units as required.

9. Replacement of Walking Person/Upraised Hand/Countdown pedestrian signal lamps/LEDs as they become non-functional or 7 inoperative. Contractor shall also replace ballasts and transformers/solid-state transformers for these units as required.

10. Installation of complete new pedestrian heads with Walking Person/Upraised Hand or Walking Person/Upraised
Hand/Countdown pedestrian signal indications (as directed by City), solid-state transformers, and clamshell mountings.

11. Repainting of electric meter service cabinets, and controller cabinets.

Repainting shall be conducted by spray -painting methods. Controller cabinets shall be painted with enamel (aluminum color) or as otherwise directed by City.

12. Installation or replace of new battery back-up units, as directed by the Director of Public Works.

13. Installation or replacement of new electrical service cabinets as directed by the Director of Public Works.

14. Minor upgrades or installations as directed by City. b. Notification. Contractor shall contact the Director of Public Works or his approved designee regarding any Approved Response Maintenance and obtain City's prior approval before the work is scheduled, using the Approval Form provided by City. Contractor shall notify the Director of Public Works or his approved designee and obtain approval in advance before any work is commenced, except in emergencies where injury or property damage may result without prompt response.
c. Compensation for Approved Response Maintenance
City shall compensate Contractor for Approved Response Maintenance required beyond the scope of Preventive Maintenance as follows:

1. Materials. City shall pay Contractor for materials used in Approved Response Maintenance at Contractor's cost from the supplier plus the percentage markup specified in this agreement. All materials and parts shall be new or have the approval of the Director of Public Works, if otherwise. City has the right to inspect Contractor's records to verify any material costs used in Approved Response
Maintenance.

2. Direct Labor. Contractor shall present with his monthly invoice a record of hours spent in Approved Response Maintenance of traffic signals and appurtenances per intersection. City shall pay Contractor for such hours of Approved Response Maintenance at the rates specified in this agreement. Said hourly rates shall be the total cost to City. Rates shall include all compensation for wages, profit, overhead, any fringe benefits such as employer payments to, or on behalf of workmen for health and welfare, insurance worker's compensation, pension, vacation, sick leave or any local, State, 8 Federal or union tax or assessment and vehicle and equipment costs.

6. EMERGENCY RESPONSE MAINTENANCE
Emergency Response Maintenance is typically performed in response to a failure or malfunction of the signal system caused by vehicle collision, vandalism, civil disorder, windstorm, natural disasters, street construction, or excavation, where injury or property damage may result without prompt response.

Contractor shall investigate and determine the corrective requirements for each reported malfunction, failure or outage of the traffic signal system. The malfunctions, failures or outages that require an emergency response, shall be considered "Emergency Response Maintenance," not requiring advance approval by City. In response to an emergency, Contractor shall replace or repair any and all defective parts of the signal system causing signal failure or malfunction, as needed to bring the signal system to operating condition.

Contractor shall maintain a twenty-four (24) hour per day emergency service for the repair of controller malfunctions or any damage creating a public hazard, for which Contractor shall repair parts, replace parts and lamps, and otherwise keep the traffic signals in good working condition. Contractor shall maintain a local telephone number where he can be reached twenty-four (24) hours per day. This telephone number is to be made available to all persons designated by City.

Contractor shall respond within one (1) hour to service calls on an emergency basis. However, Contractor shall respond immediately to emergency calls such as a total blackout, when directed by City or Public Safety personnel.

For the emergency repair of a signal, which is totally blacked out, the following procedure of traffic control shall apply:
a. Contractor shall dispatch qualified personnel and equipment to reach the site within one (1) hour under normal conditions. Contractor's vehicles shall carry traffic cones, flashing arrow boards, traffic warning signs, etc., which shall be used when directing traffic during an emergency and/or when deemed necessary by the signal technician or City Representative. b. If no police officer is present and temporary stop signs have been set up when Contractor arrives at the site, Contractor shall set up more traffic warning and control devices if deemed necessary and proceed to repair the signal. After the signal is back in operation, Contractor shall remove all of the temporary traffic control devices and return those devices owned by City to the City Yard.
c. Compensation for Emergency Response Maintenance
City shall compensate Contractor for Emergency Response Maintenance required beyond the scope of Preventive Maintenance as follows:
9 1. Materials. City shall pay Contractor for materials used in Emergency Response Maintenance at Contractor's cost from the supplier plus the percentage markup specified in this agreement. All materials and parts shall be new or have the approval of the Director of Public Works, if otherwise. City has the right to inspect Contractor's records to verify any material costs used in Emergency Response Maintenance.

2. Direct Labor. Contractor shall present with his monthly invoice a record of hours spent in Emergency Response Maintenance for traffic signals and appurtenances per intersection. City shall pay Contractor for such hours of Emergency Response Maintenance at the rates specified in this agreement. Said hourly rates shall be the total cost to City. Rates shall include all compensation for wages, profit, overhead, any fringe benefits such as employer payments to, or on behalf of workmen for health and welfare, insurance worker's compensation, pension, vacation, sick leave, or any local, State, Federal or union tax or assessment.

7. NOTIFICATION
Contractor shall notify City within 24 hours of the alteration of the operation of any signal or the installation or removal of any substitute controller or component, by telephone and by e-mail.

8. SHUTDOWNS
Contractor shall notify the Placentia Police Department and the Director of Public Works of any signal turn-offs or turn-ons necessitated by his operations and shall not make said turn-offs or turn-ons until a police officer is present or unless given permission to proceed without police control by the Director of Public Works.

9. RECORDS
Contractor shall maintain a record of all service calls and work performed upon the signal equipment, listing dates, hour of day and description of service work performed. A copy of such record shall be maintained at all times within the controller cabinet at each signal location.

A log sheet giving a brief description of all Preventive Maintenance, Approved Response Maintenance and Emergency Response Maintenance shall be attached to each monthly invoice.

Each monthly invoice shall summarize the work performed, noting the monthly Preventive Maintenance fee, the total fee for Approved Response Maintenance for the month, the total fee for Emergency Response Maintenance for the month, and the grand total of charges for the month. A monthly report of activities for each intersection's events, sorted by type of maintenance, then sorted by date/time, shall be attached to the monthly invoice in support of the monthly charges. 10 10. COMPENSATION
City will compensate Contractor at the unit price per signalized intersection for Preventive Maintenance, and at the labor and equipment costs for Approved Response Maintenance and Emergency Response Maintenance, as described in sections 4, 5 and 6 herein per month.

Contractor shall agree to receive and accept the prices shown in his bid proposal as full compensation for furnishing all materials and for doing all the work contemplated and embraced in the RFP and proposal; and also for all loss or damage arising out work performed, or from the action of the elements, or from any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the work until its acceptance by City, and for all risks of every description connected with the work; also for all expenses incurred by or in consequence of the suspension or discontinuance of work and for well and faithfully completing the work, and the whole thereof.

11. ADDITIONS TO SYSTEM
Contractor shall maintain, at the same unit price, additional traffic signals and appurtenant devices as they are installed, or become a part of the maintenance requirements of City. In the event that notification is made of a new installation at other than the beginning of a monthly period, the unit cost of preventive maintenance will be prorated from the day Contractor is notified.

12. TYPES OF SIGNALS
The agreed -upon prices for Preventive Maintenance, Approved Response Maintenance, and Emergency Response Maintenance shall apply to all types of signal controllers, accessories and systems as may exist in City now or that may be installed during the life of the contract.

13. TRAFFIC CONTROL
Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic at all times. Contractor shall obtain a no -fee encroachment permit from City prior to any lane closures or construction activity within City rights -of -way. All warning lights, signs, flares, barricades, delineators, detours and other facilities for the sole convenience and direction of public traffic shall be furnished and maintained by Contractor. All traffic control shall conform to, and be placed in accordance with, the current Caltrans Manual on Uniform Traffic Control Devices and the current Work Area Traffic Control Handbook (WATCH). Flashing arrow boards shall be furnished and maintained as directed by the Director of Public Works.

During working hours, a minimum of one 12 -foot wide travel lane in each direction, and all existing left -turn pockets whenever feasible, shall be maintained. No lane closures on arterial highways will be permitted between the hours of 7:00 a.m. and 9:00 a.m. or 4:00 p.m. and 6:00 p.m., unless an emergency situation exists and such a closure is necessary to safeguard the traveling public. Separation between 11 travel lanes, channelization and delineation of the maintenance area shall be accomplished by the use of delineators and/or cones placed at a maximum of 15 feet on center.

Each vehicle used to place and remove components of a traffic control system on multi -lane highways shall be equipped with a flashing arrow board, which shall be in operation when the vehicle is being used for placing, maintaining or removing said components. The flashing arrow board shall be in place before a lane closure(s) requiring its use is implemented. When maintenance is complete, all traffic control signs, barricades, delineators, etc., shall be removed from the site.

14. PUBLIC CONVENIENCE AND SAFETY
Contractor shall so conduct his operation as to cause the least possible obstruction and inconvenience to public traffic. Contractor shall furnish and maintain such fences, barriers, lights, warning devices and signs in compliance with the current California Manual on Uniform Traffic Control Devices
(CA MUTCD) and the current Work Area Traffic Control Handbook (WATCH) as may be deemed necessary by the Director of Public Works to give adequate warning to the public at all times that the Road or Street is obstructed and of any abnormal conditions which would be encountered as a result thereof. Excavation shall not occur without prior notification to Underground Service Alert.

15. NEW SIGNAL CONSTRUCTION
From time to time, City may construct new signalized intersections. Contractor shall inspect the construction of new traffic signals as directed by City. The findings are to be presented to the representative designated by the Director of Public Works for their evaluation.

16. LABOR STRIKE
Contractor shall continue to provide continuous maintenance services, without any interruptions, of all traffic signals in City in case of any labor strikes. Contractor shall provide other means, at his own cost, to provide comparable continuous service as if there were no strike. Failing to do so will cause City to take whatever action is deemed necessary to provide such service and the cost will be borne by Contractor.

17. PATENTS
Contractor shall assume all responsibilities arising from the use of patented materials, equipment, devices, or processes used on or incorporated in the work.

18. RESPONSIBILITY FOR DAMAGE
City, its City Council, employees and agents shall not be answerable or accountable, in any manner, for any loss or damage that may happen to the work or any part thereof; or for any material or equipment used in performing the work; or for injury or damage to any person or persons, either workmen or the public; for 12 damage to adjoining property from any cause whatsoever during the progress of the work or at any time before final acceptance.

19. SIGNALIZED INTERSECTIONS
Contractor shall maintain the sixty-nine (69) signal facilities as defined herein at the locations shown in Table 1, below.

Table 1

TRAFFIC SIGNALS MAINTAINED BY THE CITY OF PLACENTIA
1 Alta Vista Street
Central Avenue
2 Alta Vista Street
Dunnavant Drive
3 Alta Vista Street
Jefferson Street
4 Alta Vista Street
Van Buren Street
5 Bastanchury Road
Brookhaven Avenue
6 Bastanchury Road
McCormack Lane
7 Bastanchury Road
Placentia Avenue
8 Bastanchury Road
Tuffree Boulevard
9 Bastanchury Road
Valencia Avenue
10 Bradford Avenue
Madison Avenue
11 Chapman Avenue
Angelina Drive
12 Chapman Avenue
Bradford Avenue
13 Chapman Avenue
Central Avenue
14 Chapman Avenue
Kraemer Boulevard
15 Chaoman Avenue
Melody Lane
16 Chapman Avenue
Melrose Avenue
17 Chapman Avenue
Murray Street
18 Chapman Avenue
Orangethoroe Avenue
19 Kraemer Boulevard
Alta Vista Street
20 Kraemer Boulevard
Bastanchury Road
21 Kraemer Boulevard
Crowther Avenue
22 Kraemer Boulevard
Golden Avenue
23 Kraemer Boulevard
Madison Avenue
24 Kraemer Boulevard
Morse Avenue/Sheffield Street
25 Kraemer Boulevard
Orancethorpe Avenue
26 Kraemer Boulevard
Patrician Lane
27 Kraemer Boulevard
Yorba Linda Boulevard
28 Melrose Street
Crowther Avenue
29 Melrose Street
La Jolla Street
30 Orangethorpe Avenue
Melrose Avenue
31 Orangethorpe Avenue
Placentia Avenue
32 Placentia Avenue
Crowther Avenue
33 Placentia Avenue
Fender Avenue
34 Placentia Avenue
Kimberly Avenue
35 Placentia Avenue
Lewis Place
36 Placentia Avenue
La Jolla Street/Via Burton
13 37
Placentia Avenue
Palm Drive
38 Placentia Avenue
St. John Way
39 Rose Drive
Alta Vista Street
40 Rose Drive
Buena Vista Street
41 Rose Drive
Castner Drive
42 Rose Drive
Linda Vista Street/Valparaiso Way
43 Rose Drive
Palm Drive
44 Valencia Avenue
Golden Avenue
45 Valencia Avenue
Shady Lane
46 Yorba Linda Boulevard
Bradford Avenue
47 Yorba Linda Boulevard
Jefferson Street/Prospect Avenue
48 Yorba Linda Boulevard
Linda Vista Street
49 Yorba Linda Boulevard
McCormack Lane
50 Yorba Linda Boulevard
Palm Drive
51 Yorba Linda Boulevard
Rose Drive
52 Yorba Linda Boulevard
Valencia Avenue
53 Kraemer Boulevard
Hawaii
54 Orancethoroe Avenue
Highland Avenue
55 Orangethorpe Avenue
Traub Lane
56 Orangethorpe Avenue
DeI Cerro Drive
57 Orangethoroe Avenue
Miller Street
58 Rose Drive
DeI Cerro Drive
Quiet Zone Intersections
59 Orangethorpe Avenue
Jefferson Street
60 Orangethorpe Avenue
Richfield Road
61 Orangethorpe Avenue
Van Buren Street
Flashing Beacon and RRFB Locations
62 Yorba Linda Boulevard
Seville Street
63 Yorba Linda Boulevard
Carthage Street
64 Valencia Avenue
Golden Avenue
65 La Jolla Street
Lawrence Street
Speed Feedback Sign Locations
66 La Jolla Street
West of Lawrence Street
67 La Jolla Street
East of Lawrence Street
68 Valencia Avenue
Lemke Drive
69 Valencia Avenue
Chickasaw Drive
14 EXHIBIT 'B'

FEE SCHEDULE FOR TRAFFIC SIGNAL MAINTENANCE SERVICES
Fee Schedule for Preventive Maintenance
ITEM
NO.

DESCRIPTION

ESTIMATED

QUANTITY
UNIT
UNIT
PRICE
1 Maintain each signalized intersection — monthly, quarterly, bi-annually, and annual services
58 EA
$55.00
2 Maintain each Quiet Zone signalized intersection -
monthly, quarterly, bi-annually, and annual services
3 EA
$55.00
3 Maintain Battery Back-up System per Intersection per
Month
40 EA
$5.00
A1
Routine Preventative Maintenance Per Month (Items 1 through 5) $3,555
A
Annual Preventative Maintenance (A1 multiplied by 12 months) $42,660
Fee Schedule for Extraordinary Repairs
ITEM
NO.

DESCRIPTION
UNIT

UNIT PRICE
1 Replace 6' diameter Type E detector loops, including lead-in and cable splicing
EA
$575.00
2 Replace burned -out light Emitting Diodes (LED) module —

NON -PV
EA
$100.00
3 Replace burned -out internally illuminated street name sign (ISNS) lamps
EA
$165.00
4 Replace burned out intersection safety light with LED fixture (Philips Lumec RoadFocus RFM)
EA
$765.00
5 Replace burned out intersection safety light bulb only EA
$90.00
6 Extraordinary Repairs — Hourly Rate Regular Time (Electrician Labor with Equipment)
EA
$130.00
7 Extraordinary Repairs — Hourly Rate — Overtime (Electrician Labor with Equipment)
EA
$180.00
8 Extraordinary Repairs — Hourly Rate — Double Time
(Electrician Labor with Equipment)
EA
$235.00
9 Underground Service Alert (USA) response -marking of traffic signal facilities at City's request
EA
$150.00
10 Painting of Pedestrian Heads, Pedestrian buttons and framework per intersection
EA
$700.00
11 Painting of all signal heads, backplates and frameworks per intersections.

EA
$850.00
12 Painting of traffic signal controller cabinet and electric service cabinet per intersection
EA
$700.00
15 ACR 0�®
�� CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DDIYYYY)
1/26/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
Woodruff -Sawyer & Co.
50 California Street, Floor 12
San Francisco CA 94111

CONTACT
NAME: Chris Kelley

PHONE FAX
(A/c. No, Ext): 415402-6521 IAIC, No): 415-989-9923
ADDRESS: [email protected]

INSURER(S) AFFORDING COVERAGE
NAIC #
INSURER A: Hartford Casualty Insurance Company
29424
INSURED BEARELE-01
Bear Electrical Solutions, Inc.
1252 State St, PO 924
Alviso CA 95002
INSURER B : Hartford Fire Insurance Company
19682
INSURER C : Sentinel Insurance Company, Ltd.
11000
INSURER D :

INSURER E :

INSURER F :

COVERAGES
CERTIFICATE NUMBER: 213861756
REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR
LTR

TYPE OF INSURANCE
ADDL
INSD
S
WVD

POLICY NUMBER

POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MMIDDIYYYY)
LIMITS
B
X

COMMERCIAL GENERAL LIABILITY
Y
Y
57UEAFN9382
2/1/2023
2/1/2024

EACH OCCURRENCE
$1,000,000

CLAIMS -MADE

X OCCUR

DAMAGE TO RENTED
PREMISES (Ea occurrence)
$ 300,000
MED EXP (Any one person)
$ 10,000

PERSONAL & AOV INJURY
$ 1,000,000
GEN'L

AGGREGATE
POLICY
OTHER:

LIMIT APPLIES
X PNT-
PER:

LOC

GENERAL AGGREGATE
$ 2,000,000

PRODUCTS - COMP/OP AGG
$ 2,000,000
$
A

AUTOMOBILE
X
X

LIABILITY

ANY AUTO
OWNED
x

SCHEDULED
AUTOS

NON -OWNED

AUTOS ONLY
Y
Y
57UEAFN9268
2/1/2023
2/1/2024

COMBINED SINGLE LIMIT
(Ea accident)
$ 1,000,000
BODILY INJURY (Per person)
$
BODILY INJURY (Per accident)
$

PROPERTY DAMAGE
(Per accident)
$
A
I X

UMBRELLA LIAB

EXCESS LIAB
X
OCCUR

CLAIMS -MADE
57RHAFN9350
2/1/2023
2/1/2024

EACH OCCURRENCE
$ 10,000,000

AGGREGATE
$ 10,000,000
DED
RETENTION $
$
C

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBEREXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y I N
N/A
Y
57WEAAJ9MEN
2/1/2023
2/1/2024
X

STATUTE
0TH
E.L. EACH ACCIDENT
$ 1,000,000
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
E.L. DISEASE - POLICY LIMIT
$ 1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Maintenance Services Agreement. The City of P acentia and its elected and appointed, its officials, boards, officers, officials, agents, employees, and Volunteers are additional insured, on a primary, non-contributory basis, per the attached endorsements. Policies contain a 30 -day notice of cancellation, 10 -day notice of cancellation for non-payment of premium.

CERTIFICATE HOLDER
The City of Placentia
401 E. Chapman
Placentia CA 92807

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.

AUTHORIZED REPRESENTATIVE
A44
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD

POLICY NUMBER: 57UEAFN9382
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - OPTION I
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s):

Designated Project(s) Or Location(s)
Of Covered Operations:

The City of Placentia and its elected and
appointed, its officials, boards, officers, officials,
agents, employees,
All work for the City of Placentia
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. With respect to those person(s) or organization(s)
shown in the Schedule above when you have
agreed in a written contract or written agreement
to provide insurance such as is afforded under this
policy to them, Subparagraph f., Any Other
Party, under the Additional Insureds When
Required By Written Contract, Written
Agreement Or Permit Paragraph of Section II —
Who Is An Insured is replaced with the following:
f. Any Other Party
Any other person or organization who is not
an insured under Paragraphs a. through e.
above, but only with respect to liability for
"bodily injury", "property damage" or "personal
and advertising injury" caused, in whole or in
part, by your acts or omissions or the acts or
omissions of those acting on your behalf:
(1) In the performance of your ongoing
operations for such additional insured at
the project(s) or location(s) designated in
the Schedule;
(2) In connection with your premises owned
by or rented to you and shown in the
Schedule; or
Form HS 24 80 07 13
(3) In connection with "your work" for the
additional insured at the project(s) or
location(s) designated in the Schedule
and included within the "products -
completed operations hazard", but only if:
(a) The written contract or written
agreement requires you to provide
such coverage to such additional
insured at the project(s) or location(s)
designated in the Schedule; and
(b) This Coverage Part provides
coverage for "bodily injury" or
"property damage" included within the
"products -completed operations
hazard".

The insurance afforded to the additional
insured shown in the Schedule applies:
(1) Only if the "bodily injury" or "property
damage" occurs, or the "personal and
advertising injury" offense is committed:
(a) During the policy period; and
(b) Subsequent to the execution of such
written contract or written agreement;
and
© 2013, The Hartford
(Includes copyrighted material of Insurance Services Office, Inc., with its permission.)

(c) Prior to the expiration of the period of
time that the written contract or written
agreement requires such insurance
be provided to the additional insured.
(2) Only to the extent permitted by law; and
(3) Will not be broader than that which you
are required by the written contract or
written agreement to provide for such
additional insured.

With respect to the insurance afforded to the
person(s) or organization(s) that are additional
insureds under this endorsement, the
following additional exclusion applies:

This insurance does not apply to "bodily
injury", "property damage" or "personal and
advertising injury" arising out of the rendering
of, or the failure to render, any professional
architectural, engineering or surveying
services, including:
(1) The preparing, approving, or failing to
prepare or approve maps, shop drawings,
opinions, reports, surveys, field orders,
change orders, designs or specifications;
or
(2) Supervisory, inspection, architectural or
engineering activities.

The limits of insurance that apply to the additional
insured shown in the Schedule are described in the
Limits Of Insurance section.

How this insurance applies when other insurance is
available to the additional insured is described in the Other Insurance Condition in Section IV —
Commercial General Liability Conditions, except as
otherwise amended below.

B. With respect to insurance provided to the
person(s) or organization(s) that are additional
insureds under this endorsement, the When You
Add Others As An Additional Insured To This
Insurance subparagraph, under the Other
Insurance Condition of Section IV — Commercial
General Liability Conditions is replaced with the
following:

When You Add Others As An Additional
Insured To This Insurance
(a)
Primary Insurance When Required By
Contract
This insurance is primary if you have agreed
in a written contract or written agreement that
this insurance be primary. If other insurance
is also primary, we will share with all that
other insurance by the method described in
Paragraph (c) below. This insurance does not
apply to other insurance to which the
additional insured in the Schedule has been
added as an additional insured.
(b) Primary And Non -Contributory To Other
Insurance When Required By Contract
This insurance is primary to and will not seek
contribution from any other insurance
available to an additional insured under your
policy provided that:
(i) The additional insured in the Schedule is
a Named Insured under such other
insurance; and
(ii) You have agreed in a written contract or
written agreement that this insurance
would be primary and would not seek
contribution from any other insurance
available to the additional insured in the
Schedule.
(c) Method Of Sharing
If all of the other insurance permits
contribution by equal shares, we will follow
this method also. Under this approach, each
insurer contributes equal amounts until it has
paid its applicable limit of insurance or none of
the loss remains, whichever comes first.

If any of the other insurance does not permit
contribution by equal shares, we will
contribute by limits. Under this method, each
insurer's share is based on the ratio of its
applicable limit of insurance to the total
applicable limits of insurance of all insurers.

All other terms and conditions in the policy remain
unchanged.

Form HS 24 80 07 13

Policy #57UEAFN9382

COMMERCIAL GENERAL LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage.

Read the entire policy carefully to determine rights,
duties and what is and is not covered.

Throughout this policy the words "you" and "your"
refer to the Named Insured shown in the
Declarations, and any other person or organization
qualifying as a Named Insured under this policy. The
words "we", "us" and "our" refer to the stock
insurance company member of The Hartford
providing this insurance.

The word "insured" means any person or
organization qualifying as such under Section II —
Who Is An Insured.

Other words and phrases that appear in quotation
marks have special meaning. Refer to Section V —
Definitions.

SECTION I - COVERAGES

COVERAGE A BODILY INJURY AND PROPERTY

DAMAGE LIABILITY

1. Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as damages
because of "bodily injury" or "property
damage" to which this insurance applies. We
will have the right and duty to defend the
insured against any "suit" seeking those
damages. However, we will have no duty to
defend the insured against any "suit" seeking
damages for "bodily injury" or "property
damage" to which this insurance does not
apply. We may, at our discretion, investigate
any "occurrence" and settle any claim or "suit"
that may result. But:
(1) The amount we will pay for damages is
limited as described in Section III — Limits
Of Insurance; and .
(2) Our right and duty to defend ends when
we have used up the applicable limit of
insurance in the payment of judgments or
settlements under Coverages A or B or
medical expenses under Coverage C.

No other obligation or liability to pay sums or
perform acts or services is covered unless
explicitly provided for under Supplementary
Payments — Coverages A and B.
b. This insurance applies to "bodily injury" and
"property damage" only if:

HG 00 01 09 16
(1) The "bodily injury" or "property damage" is
caused by an "occurrence" that takes
place in the "coverage territory";
(2) The "bodily injury" or "property damage"
occurs during the policy period; and
Prior to the policy period, no insured listed
under Paragraph 1. of Section II — Who Is
An Insured and no "employee" authorized
by you to give or receive notice of an
"occurrence" or claim, knew that the
"bodily injury" or "property damage" had
occurred, in whole or in part. If such a
listed insured or authorized "employee"
knew, prior to the policy period, that the
"bodily injury" or "property damage"
occurred, then any continuation, change
or resumption of such "bodily injury" or
"property damage" during or after the
policy period will be deemed to have been
known prior to the policy period.
c. "Bodily injury" or "property damage" will be
deemed to have been known to have
occurred at the earliest time when any
insured listed under Paragraph 1. of Section II
— Who Is An Insured or any "employee"
authorized by you to give or receive notice of
an "occurrence" or claim:
(1) Reports all, or any part, of the "bodily
injury" or "property damage" to us or any
other insurer;
(2) Receives a written or verbal demand or
claim for damages because of the "bodily
injury" or "property damage"; or
(3) Becomes aware by any other means that
"bodily injury" or "property damage" has
occurred or has begun to occur.
d. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, loss of services or
death resulting at any time from the "bodily
injury".
e. Incidental Medical Malpractice And Good
Samaritan Coverage
"Bodily injury" arising out of the rendering of
or failure to render the following health care
services by any "employee" or "volunteer
worker" shall be deemed to be caused by an
"occurrence" for:
(3)

© 2016 The Hartford
(Includes copyrighted material of Insurance Services Office, Inc. with its permission.)

(1) Professional health care services such as:
(a) Medical, surgical, dental, laboratory, x-
ray or nursing services or treatment,
advice or instruction, or the related
furnishing of food or beverages;
(b) Any health or therapeutic service,
treatment, advice or instruction; or
(c) The furnishing or dispensing of drugs
or medical, dental, or surgical supplies
or appliances; or
(2) First aid services, which include:
(a) Cardiopulmonary resuscitation,
whether performed manually or with a
defibrillator; or
(b) Services performed as a Good
Samaritan.

For the purpose of determining the limits of
insurance, any act or omission together with
all related acts or omissions in the furnishing
of these services to any one person will be
considered one "occurrence".

However, this Incidental Medical Malpractice
And Good Samaritan Coverage provision
applies only if you are not engaged in the
business or occupation of providing any of the
services described in this provision.

2. Exclusions
This insurance does not apply to:
a. Expected Or Intended Injury
"Bodily injury" or "property damage" expected
or intended from the standpoint of the
insured. This exclusion does not apply to
"bodily injury" or "property damage" resulting
from the use of reasonable force to protect
persons or property.
b. Contractual Liability
"Bodily injury" or "property damage" for which
the insured is obligated to pay damages by
reason of the assumption of liability in a
contract or agreement. This exclusion does
not apply to liability for damages:
(1) That the insured would have in the
absence of the contract or agreement; or
(2) Assumed in a contract or agreement that
is an "insured contract", provided the
"bodily injury" or "property damage"
occurs subsequent to the execution of the
contract or agreement. Solely for the
purposes of liability assumed in an
"insured contract", reasonable attorney
fees and necessary litigation expenses
incurred by or for a party other than an
insured are deemed to be damages
because of "bodily injury" or "property
damage", provided:
(a) Liability to such party for, or for the
cost of, that party's defense has also
been assumed in the same "insured
contract"; and
(b) Such attorney fees and litigation
expenses are for defense of that party
against a civil or alternative dispute
resolution proceeding in which
damages to which this insurance
applies are alleged.
c. Liquor Liability
"Bodily injury" or "property damage" for which
any insured may be held liable by reason of:
(1) Causing or contributing to the intoxication
of any person;
(2) The furnishing of alcoholic beverages to a
person under the legal drinking age or
under the influence of alcohol; or
(3) Any statute, ordinance or regulation
relating to the sale, gift, distribution or use
of alcoholic beverages.

This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in:
(a) The supervision, hiring, employment,
training or monitoring of others by that
insured; or
(b) Providing or failing to provide
transportation with respect to any
person that may be under the influence
of alcohol;
if the "occurrence" which caused the "bodily
injury" or "property damage", involved that
which is described in Paragraph (1), (2) or (3)
above.

However, this exclusion applies only if you
are in the business of manufacturing,
distributing, selling, serving or furnishing
alcoholic beverages. For the purposes of this
exclusion, permitting a person to bring
alcoholic beverages on your premises, for
consumption on your premises, whether or
not a fee is charged or a license is required
for such activity, is not by itself considered the
business of selling, serving or furnishing
alcoholic beverages.
d. Workers' Compensation And Similar Laws
Any obligation of the insured under a workers'
compensation, disability benefits or
unemployment compensation law or any
similar law.
e. Employer's Liability
"Bodily injury" to:
(1) An "employee" of the insured arising out of
and in the course of:

HG 00 01 09 16

(a) Employment by the insured; or
(b) Performing duties related to the
conduct of the insured's business; or
(2) The spouse, child, parent, brother or sister
of that "employee" as a consequence of
Paragraph (1) above.

This exclusion applies:
(1) Whether the insured may be liable as an
employer or in any other capacity; and
(2) To any obligation to share damages with
or repay someone else who must pay
damages because of the injury.

This exclusion does not apply to liability
assumed by the insured under an "insured
contract".
f. Pollution
(1) "Bodily injury" or "property damage"
arising out of the actual, alleged or
threatened discharge, dispersal, seepage,
migration, release or escape of
"pollutants":
(a) At or from any premises, site or
location which is or was at any time
owned or occupied by, or rented or
loaned to, any insured. However, this
subparagraph does not apply to:
(i) "Bodily injury" if sustained within a
building and caused by smoke,
fumes, vapor or soot produced by
or originating from equipment that
is used to heat, cool or dehumidify
the building, or equipment that is
used to heat water for personal
use, by the building's occupants or
their guests;
(H) "Bodily injury" or "property damage"
for which you may be held liable, if
you are a contractor and the owner
or lessee of such premises, site or
location has been added to your
policy as an additional insured with
respect to your ongoing operations
performed for that additional
insured at that premises, site or
location and such premises, site or
location is not and never was
owned or occupied by, or rented or
loaned to, any insured, other than
that additional insured; or
(iii) "Bodily injury" or "property damage"
arising out of heat, smoke or fumes
from a "hostile fire";
(b) At or from any premises, site or
location which is or was at any time
used by or for any insured or others for
the handling, storage, disposal,
processing or treatment of waste;
(c) Which are or were at any time
transported, handled, stored, treated,
disposed of, or processed as waste by
or for:
(i) Any insured; or
(ii) Any person or organization for
whom you may be legally
responsible;
(d) At or from any premises, site or
location on which any insured or any
contractors or subcontractors working
directly or indirectly on any insured's
behalf are performing operations if the
"pollutants" are brought on or to the
premises, site or location in connection
with such operations by such insured,
contractor or subcontractor. However,
this subparagraph does not apply to:
(i)
"Bodily injury" or "property damage"
arising out of the escape of fuels,
lubricants or other operating fluids
which are needed to perform the
normal electrical, hydraulic or
mechanical functions necessary for
the operation of "mobile equipment"
or its parts, if such fuels, lubricants
or other operating fluids escape
from a vehicle part designed to
hold, store or receive them. This
exception does not apply if the
"bodily injury" or "property damage"
arises out of the intentional
discharge, dispersal or release of
the fuels, lubricants or other
operating fluids, or if such fuels,
lubricants or other operating fluids
are brought on or to the premises,
site or location with the intent that
they be discharged, dispersed or
released as part of the operations
being performed by such insured,
contractor or subcontractor;
(ii) "Bodily injury" or "property damage"
sustained within a building and
caused by the release of gases,
fumes or vapors from materials
brought into that building in
connection with operations being
performed by you or on your behalf
by a contractor or subcontractor; or
(iii) "Bodily injury" or "property damage"
arising out of heat, smoke or fumes
from a "hostile fire"; or
(e) At or from any premises, site or
location on which any insured or any
contractors or subcontractors working
HG 00 01 09 16 Page 3 of 21

g.
directly or indirectly on any insured's
behalf are performing operations if the
operations are to test for, monitor,
clean up, remove, contain, treat,
detoxify or neutralize, or in any way
respond to, or assess the effects of,
"pollutants".
(2) Any loss, cost or expense arising out of
any:
(a) Request, demand, order or statutory or
regulatory requirement that any
insured or others test for, monitor,
clean up, remove, contain, treat,
detoxify or neutralize, or in any way
respond to, or assess the effects of,
"pollutants"; or
(b) Claim or suit by or on behalf of a
governmental authority for damages
because of testing for, monitoring,
cleaning up, removing, containing,
treating, detoxifying or neutralizing, or
in any way responding to, or assessing
the effects of, "pollutants".

However, this paragraph does not apply to
liability for damages because of "property
damage" that the insured would have in
the absence of such request, demand,
order or statutory or regulatory
requirement, or such claim or "suit" by or
on behalf of a governmental authority.

Aircraft, Auto Or Watercraft
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any aircraft, "auto" or
watercraft owned or operated by or rented or
loaned to any insured. Use includes operation
and "loading or unloading".

This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
maintenance, use or entrustment to others of
any aircraft, "auto" or watercraft that is owned
or operated by or rented or loaned to any
insured.

This exclusion does not apply to:
(1) A watercraft while ashore on premises you
own or rent;
(2) A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons for a
charge;
(3) Parking an "auto" on, or on the ways next
to, premises you own or rent, provided the
"auto" is not owned by or rented or loaned
to you or the insured;
(4) Liability assumed under any "insured
contract" for the ownership, maintenance
or use of aircraft or watercraft;
(5) "Bodily injury" or "property damage"
arising out of:
(a) The operation of machinery or
equipment that is attached to, or part
of, a land vehicle that would qualify
under the definition of "mobile
equipment" if it were not subject to a
compulsory or financial responsibility
law or other motor vehicle insurance
law where it is licensed or principally
garaged; or
(b) The operation of any of the machinery
or equipment listed in Paragraph f.(2)
or f.(3) of the definition of "mobile
equipment"; or
(6) An aircraft that is not owned by any
insured and is hired, chartered or loaned
with a paid crew. However, this exception
does not apply if the insured has any other
insurance for such "bodily injury" or
"property damage", whether the other
insurance is primary, excess, contingent
or on any other basis.
h. Mobile Equipment
"Bodily injury" or "property damage" arising
out of:
(1) The transportation of "mobile equipment"
by an "auto" owned or operated by or
rented or loaned to any insured; or
(2) The use of "mobile equipment" in, or while
in practice for, or while being prepared for,
any prearranged racing, speed,
demolition, or stunting activity.
i. War
"Bodily injury" or "property damage", however
caused, arising, directly or indirectly, out of:
(1)
(2)
(3)
War, including undeclared or civil war;
Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any
government, sovereign or other authority
using military personnel or other agents;
or
Insurrection, rebellion, revolution, usurped
power, or action taken by governmental
authority in hindering or defending against
any of these.
j. Damage To Property
"Property damage" to:

(1) Property you own, rent, or occupy,
including any costs or expenses incurred
by you, or any other person, organization
or entity, for repair, replacement,
enhancement, restoration or maintenance
of such property for any reason, including
prevention of injury to a person or damage
to another's property;
(2) Premises you sell, give away or abandon,
if the "property damage" arises out of any
part of those premises;
(3)
(4) Personal property in the care, custody or
control of the insured;
That particular part of real property on
which you or any contractors or
subcontractors
working directly or indirectly on your behalf
are performing operations, if the "property
damage" arises out of those operations; or
(6) That particular part of any property that
must be restored, repaired or replaced
because "your work" was incorrectly
performed on it.

Paragraphs (1), (3) and (4) of this exclusion
do not apply to "property damage" (other than
damage by fire) to premises, including the
contents of such premises, rented to you for a
period of seven or fewer consecutive days. A
separate limit of insurance applies to Damage
To Premises Rented To You as described in
Section III — Limits Of Insurance.

Paragraph (2) of this exclusion does not apply
if the premises are "your work" and were
never occupied, rented or held for rental by
you.

Paragraphs (3) and (4) of this exclusion do
not apply to "property damage" arising from
the use of elevators.

Paragraphs (3), (4), (5) and (6) of this
exclusion do not apply to liability assumed
under a sidetrack agreement.

Paragraphs (3) and (4) of this exclusion do
not apply to "property damage" to borrowed
equipment while not being used to perform
operations at the job site.

Paragraph (6) of this exclusion does not apply
to "property damage" included in the
"products -completed operations hazard".
k. Damage To Your Product
"Property damage" to "your product" arising
out of it or any part of it.

I. Damage To Your Work
"Property damage" to "your work" arising out
of it or any part of it and included in the
"products -completed operations hazard".
(5)
Property loaned to you;
This exclusion does not apply if the damaged
work or the work out of which the damage
arises was performed on your behalf by a
subcontractor.
m. Damage To Impaired Property Or Property
Not Physically Injured
"Property damage" to "impaired property" or
property that has not been physically injured,
arising out of:
(1) A defect, deficiency, inadequacy or
dangerous condition in "your product" or
"your work"; or
(2) A delay or failure by you or anyone acting
on your behalf to perform a contract or
agreement in accordance with its terms.

This exclusion does not apply to the loss of
use of other property arising out of sudden
and accidental physical injury to "your
product" or "your work" after it has been put
to its intended use.
n. Recall Of Products, Work Or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for the loss
of use, withdrawal, recall, inspection, repair,
replacement, adjustment, removal or disposal
of:
(1) "Your product";
(2) "Your work"; or
(3) "Impaired property";
if such product, work, or property is withdrawn
or recalled from the market or from use by
any person or organization because of a
known or suspected defect, deficiency,
inadequacy or dangerous condition in it.
o. Personal And Advertising Injury
"Bodily injury" arising out of "personal and
advertising injury".
p. Access or Disclosure Of Confidential Or
Personal Information And Data -related
Liability
Damages arising out of:
(1)
Any access to or disclosure of any
person's or organization's confidential or
personal information, including patents,
trade secrets, processing methods,
customer lists, financial information, credit
card information, health information or any
other type of nonpublic information; or
(2) The loss of, loss of use of, damage to,
corruption of, inability to access, or
inability to manipulate electronic data.

This exclusion applies even if damages are
claimed for notification costs, credit
monitoring expenses, forensic expenses,
HG 00 01 09 16

q•
public relations expenses or any other loss,
cost or expense incurred by you or others
arising out of that which is described in
Paragraph (1) or (2) above.

However, unless Paragraph (1) above
applies, this exclusion does not apply to
damages because of "bodily injury".

As used in this exclusion, electronic data
means information, facts or programs stored
as or on, created or used on, or transmitted to
or from computer software, including systems
and applications software, hard or floppy
disks, CD-ROMS, tapes, drives, cells, data
processing devices or any other media which
are used with electronically controlled
equipment.

Employment -Related Practices
"Bodily injury" to:
(1) A person arising out of any "employment —
related practices"; or
(2) The spouse, child, parent, brother or sister
of that person as a consequence of "bodily
injury" to that person at whom any
"employment -related practices" are
directed.

This exclusion applies:
(1) Whether the injury -causing event
described in the definition of "employment -
related practices" occurs before
employment, during employment or after
employment of that person;
(2) Whether the insured may be liable as an
employer or in any other capacity; and
(3) To any obligation to share damages with
or repay someone else who must pay
damages because of the injury.
r. Asbestos
(1) "Bodily injury" or "property damage"
arising out of the "asbestos hazard".
(2) Any damages, judgments, settlements,
loss, costs or expenses that:
(a) May be awarded or incurred by reason
of any claim or suit alleging actual or
threatened injury or damage of any
nature or kind to persons or property
which would not have occurred in
whole or in part but for the "asbestos
hazard";
(b) Arise out of any request, demand,
order or statutory or regulatory
requirement that any insured or others
test for, monitor, clean up, remove,
encapsulate, contain, treat, detoxify or
neutralize or in any way respond to or
assess the effects of an "asbestos
hazard"; or
(c) Arise out of any claim or suit for
damages because of testing for,
monitoring, cleaning up, removing,
encapsulating, containing, treating,
detoxifying or neutralizing or in any
way responding to or assessing the
effects of an "asbestos hazard".
s. Recording And Distribution Of Material Or
Information In Violation Of Law
"Bodily injury" or "property damage" arising
directly or indirectly out of any action or
omission that violates or is alleged to violate:
(1)
The Telephone Consumer Protection Act
(TCPA), including any amendment of or
addition to such law;
(2) The CAN-SPAM Act of 2003, including
any amendment of or addition to such law;
The Fair Credit Reporting Act (FCRA), and
any amendment of or addition to such law,
including the Fair and Accurate Credit
Transaction Act (FACTA); or
(4) Any federal, state or local statute,
ordinance or regulation, other than the
TCPA or CAN-SPAM Act of 2003 or FCRA
and their amendments and additions, that
addresses, prohibits or limits the printing,
dissemination, disposal, collecting,
recording, sending, transmitting,
communicating or distribution of material
or information.

Damage To Premises Rented To You —
Exception For Damage By Fire, Lightning Or
Explosion
Exclusions c. through h. and j. through n. do not
apply to damage by fire, lightning or explosion to
premises while rented to you or temporarily
occupied by you with permission of the owner. A
separate limit of insurance applies to this
coverage as described in Section III — Limits Of
Insurance.

COVERAGE B PERSONAL AND ADVERTISING

INJURY LIABILITY

1. Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as damages
because of "personal and advertising injury"
to which this insurance applies. We will have
the right and duty to defend the insured
against any "suit" seeking those damages.

However, we will have no duty to defend the
insured against any "suit" seeking damages
for "personal and advertising injury" to which
this insurance does not apply. We may, at our
(3)

discretion, investigate any offense and settle
any claim or "suit" that may result. But:
(1)
The amount we will pay for damages is
limited as described in Section III — Limits
Of Insurance; and
(2) Our right and duty to defend end when we
have used up the applicable limit of
insurance in the payment of judgments or
settlements under Coverages A or B or
medical expenses under Coverage C.

No other obligation or liability to pay sums or
perform acts or services is covered unless
explicitly provided for under Supplementary
Payments — Coverages A and B.
b. This insurance applies to "personal and
advertising injury" caused by an offense
arising out of your business but only if the
offense was committed in the "coverage
territory" during the policy period.

2. Exclusions
This insurance does not apply to:
a. Knowing Violation Of Rights Of Another
"Personal and advertising injury" arising out of
an offense committed by, at the direction or
with the consent or acquiescence of the
insured with the expectation of inflicting
"personal and advertising injury".
b. Material Published With Knowledge Of
Falsity
"Personal and advertising injury" arising out of
oral, written or electronic publication, in any
manner, of material, if done by or at the
direction of the insured with knowledge of its
falsity.
c. Material Published Prior To Policy Period
"Personal and advertising injury" arising out of
oral, written or electronic publication, in any
manner, of material whose first publication
took place before the beginning of the policy
period.
d. Criminal Acts
"Personal and advertising injury" arising out of
a criminal act committed by or at the direction
of the insured.
e. Contractual Liability
"Personal and advertising injury" for which the
insured has assumed liability in a contract or
agreement. This exclusion does not apply to
liability for damages that the insured would
have in the absence of the contract or
agreement.
f. Breach Of Contract
"Personal and advertising injury" arising out of a
breach of contract, except an implied contract to
g.
use another's "advertising idea" in your
"advertisement".

Quality Or Performance Of Goods —
Failure To Conform To Statements
"Personal and advertising injury" arising out of
the failure of goods, products or services to
conform with any statement of quality or
performance made in your "advertisement".
h. Wrong Description Of Prices
"Personal and advertising injury" arising out of
the wrong description of the price of goods,
products or services.
i. Infringement Of Intellectual Property
Rights
(1) "Personal and advertising injury" arising
out of any actual or alleged infringement
or violation of any intellectual property
rights such as copyright, patent,
trademark, trade name, trade secret, trade
dress, service mark or other designation
of origin or authenticity; or
(2) Any injury or damage alleged in any clam
or "suit" that also alleges an infringement
or violation of any intellectual property
right, whether such allegation of
infringement or violation is made by you or
by any other party involved in the claim or
"suit", regardless of whether this
insurance would otherwise apply.

However, this exclusion does not apply if the
only allegation in the claim or "suit" involving
any intellectual property right is limited to:
(1) Infringement, in your "advertisement", of:
(a) Copyright;
(b) Slogan; or
(c) Title of any literary or artistic work; or
(2) Copying, in your "advertisement", a
person's or organization's "advertising
idea" or style of "advertisement".

Insureds In Media And Internet Type
Businesses
"Personal and advertising injury" committed
by an insured whose business is:
(1) Advertising, broadcasting, publishing or
telecasting;
(2) Designing or determining content of web
sites for others; or
(3) An Internet search, access, content or
service provider.

However, this exclusion does not apply to
Paragraphs a., b. and c. of the definition of
"personal and advertising injury" under the
Definitions Section.

J•
HG 00 01 09 16

For the purposes of this exclusion, the placing
of frames, borders or links, or advertising, for
you or others anywhere on the Internet, is not
by itself, considered the business of
advertising, broadcasting, publishing or
telecasting.
k. Electronic Chatrooms Or Bulletin Boards
"Personal and advertising injury" arising out of
an electronic chatroom or bulletin board the
insured hosts, owns, or over which the
insured exercises control.

I. Unauthorized Use Of Another's Name Or
Product
"Personal and advertising injury" arising out of
the unauthorized use of another's name or
product in your e-mail address, domain name
or metatags, or any other similar tactics to
mislead another's potential customers.
m. Pollution
"Personal and advertising injury" arising out of
the actual, alleged or threatened discharge,
dispersal, seepage, migration, release or
escape of "pollutants" at any time.
n. Pollution -Related
Any loss, cost or expense arising out of any:
(1)
Request, demand, order or statutory or
regulatory requirement that any insured or
others test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize, or in
any way respond to, or assess the effects
of, "pollutants"; or
(2) Claim or suit by or on behalf of a
governmental authority for damages
because of testing for, monitoring,
cleaning up, removing, containing,
treating, detoxifying or neutralizing, or in
any way responding to, or assessing the
effects of, "pollutants".
o. War
"Personal and advertising injury", however
caused, arising, directly or indirectly, out of:

P•
(1)
(2)
(3)
War, including undeclared or civil war;
Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any
government, sovereign or other authority
using military personnel or other agents;
or
Insurrection, rebellion, revolution, usurped
power, or action taken by governmental
authority in hindering or defending against
any of these.

Internet Advertisements And Content Of
Others
q.
"Personal and advertising injury" arising out
of:
(1) An "advertisement" for others on your web
site;
(2) Placing a link to a web site of others on
your web site;
Content, including information, sounds,
text, graphics, or images from a web site
of others displayed within a frame or
border on your web site; or
(4) Computer code, software or programming
used to enable:
(a) Your web site; or
(b) The presentation or functionality of an
"advertisement" or other content on
your web site.

Right Of Privacy Created By Statute
"Personal and advertising injury" arising out of
the violation of a person's right of privacy
created by any state or federal act.

However, this exclusion does not apply to
liability for damages that the insured would
have in the absence of such state or federal
act.
(3)
r. Violation Of Anti -Trust law
"Personal and advertising injury" arising out of
a violation of any anti-trust law.
s. Securities
"Personal and advertising injury" arising out of
the fluctuation in price or value of any stocks,
bonds or other securities.
t. Recording And Distribution Of Material Or
Information In Violation Of Law
"Personal and advertising injury" arising
directly or indirectly out of any action or
omission that violates or is alleged to violate:
(1) The Telephone Consumer Protection Act
(TCPA), including any amendment of or
addition to such law;
(2) The CAN-SPAM Act of 2003, including
any amendment of or addition to such law;
The Fair Credit Reporting Act (FCRA), and
any amendment of or addition to such law,
including the Fair and Accurate Credit
Transaction Act (FACTA); or
(4) Any federal, state or local statute,
ordinance or regulation, other than the
TCPA or CAN-SPAM Act of 2003 or FCRA
and their amendments and additions, that
addresses, prohibits or limits the printing,
dissemination, disposal, collecting,
recording, sending, transmitting,
communicating or distribution of material
or information.
(3)

u. Employment -Related Practices
"Personal and advertising injury" to:
(1) A person arising out of any "employment —
related practices"; or
(2) The spouse, child, parent, brother or sister
of that person as a consequence of
"personal and advertising injury" to that
person at whom any "employment -related
practices" are directed.

This exclusion applies:
(1)
Whether the injury -causing event
described in the definition of "employment -
related practices" occurs before
employment, during employment or after
employment of that person;
(2) Whether the insured may be liable as an
employer or in any other capacity; and
To any obligation to share damages with
or repay someone else who must pay
damages because of the injury.
v. Asbestos
(1) "Personal and advertising injury" arising
out of the "asbestos hazard".
(2) Any damages, judgments, settlements,
loss, costs or expenses that:
(a) May be awarded or incurred by reason
of any claim or suit alleging actual or
threatened injury or damage of any
nature or kind to persons or property
which would not have occurred in
whole or in part but for the "asbestos
hazard";
(b) Arise out of any request, demand,
order or statutory or regulatory
requirement that any insured or others
test for, monitor, clean up, remove,
encapsulate, contain, treat, detoxify or
neutralize or in any way respond to or
assess the effects of an "asbestos
hazard"; or
(c) Arise out of any claim or suit for
damages because of testing for,
monitoring, cleaning up, removing,
encapsulating, containing, treating,
detoxifying or neutralizing or in any
way responding to or assessing the
effects of an "asbestos hazard".
w. Access Or Disclosure Of Confidential Or
Personal Information
"Personal and advertising injury" arising out of
any access to or disclosure of any person's or
organization's confidential or personal
information, including patents, trade secrets,
processing methods, customer lists, financial
information, credit card information, health
(3)
information or any other type of nonpublic
information.

This exclusion applies even if damages are
claimed for notification costs, credit
monitoring expenses, forensic expenses,
public relations expenses or any other loss,
cost or expense incurred by you or others
arising out of any access to or disclosure of
any person's or organization's confidential or
personal information.

COVERAGE C MEDICAL PAYMENTS

1. Insuring Agreement
a. We will pay medical expenses as described
below for "bodily injury" caused by an
accident:
(1) On premises you own or rent;
(2) On ways next to premises you own or
rent; or
(3) Because of your operations;
provided that:
(1) The accident takes place in the "coverage
territory" and during the policy period;
(2) The expenses are incurred and reported
to us within three years of the date of the
accident; and
The injured person submits to
examination, at our expense, by
physicians of our choice as often as we
reasonably require.
b. We will make these payments regardless of
fault. These payments will not exceed the
applicable limit of insurance. We will pay
reasonable expenses for:
(1) First aid administered at the time of an
accident;
(2) Necessary medical, surgical, X-ray and
dental services, including prosthetic
devices; and
(3) Necessary ambulance, hospital,
professional nursing and funeral services.

2. Exclusions
We will not pay expenses for "bodily injury":
a. Any Insured
To any insured, except "volunteer workers".
b. Hired Person
To a person hired to do work for or on behalf
of any insured or a tenant of any insured.
c. Injury On Normally Occupied Premises
To a person injured on that part of premises
you own or rent that the person normally
occupies.
d. Workers Compensation And Similar Laws
To a person, whether or not an "employee" of
(3)
HG 00 01 09 16 Page 9 of 21

e. Athletics Activities
To a person injured while practicing,
instructing or participating in any physical
exercises or games, sports, or athletic
contests.
f. Products -Completed Operations Hazard
Included within the "products -completed
operations hazard".

Coverage A Exclusions
Excluded under Coverage A.

SUPPLEMENTARY PAYMENTS - COVERAGES

A AND B

1. We will pay, with respect to any claim we
investigate or settle, or any "suit" against an
insured we defend:
a. All expenses we incur.
b. Up to $1,000 for cost of bail bonds required
because of accidents or traffic law violations
arising out of the use of any vehicle to which
the Bodily Injury Liability Coverage applies.

We do not have to furnish these bonds.
c. The cost of appeal bonds or bonds to release
attachments, but only for bond amounts
within the applicable limit of insurance. We do
not have to furnish these bonds.
d. All reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of the claim or "suit",
including actual loss of earnings up to $500 a
day because of time off from work.
e. All court costs taxed against the insured in
the "suit". However, such costs do not
include attorneys' fees, attorneys' expenses,
witness or expert fees, or any other expenses
of a party taxed to the insured.
f. Prejudgment interest awarded against the
insured on that part of the judgment we pay. If
we make an offer to pay the applicable limit of
insurance, we will not pay any prejudgment
interest based on that period of time after the
offer.

All interest on the full amount of any judgment
that accrues after entry of the judgment and
before we have paid, offered to pay, or
deposited in court the part of the judgment
that is within the applicable limit of insurance.

These payments will not reduce the limits of
insurance.
any insured, if benefits for the "bodily injury" are
payable or must be provided under a workers'
compensation or disability benefits law or a
similar law.
g -
g.

2. If we defend an insured against a "suit" and an
indemnitee of the insured is also named as a
party to the "suit", we will defend that indemnitee
if all of the following conditions are met:
a. The "suit" against the indemnitee seeks
damages for which the insured has assumed
the liability of the indemnitee in a contract or
agreement that is an "insured contract";
b. This insurance applies to such liability
assumed by the insured;
c. The obligation to defend, or the cost of the
defense of, that indemnitee, has also been
assumed by the insured in the same "insured
contract";
d. The allegations in the "suit" and the
information we know about the "occurrence"
are such that no conflict appears to exist
between the interests of the insured and the
interests of the indemnitee;
e. The indemnitee and the insured ask us to
conduct and control the defense of that
indemnitee against such "suit" and agree that
we can assign the same counsel to defend
the insured and the indemnitee; and
f. The indemnitee:
(1) Agrees in writing to:
(a) Cooperate with us in the investigation,
settlement or defense of the "suit";
(b) Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
"suit";
(c) Notify any other insurer whose
coverage is available to the
indemnitee; and
(d) Cooperate with us with respect to
coordinating other applicable
insurance available to the indemnitee;
and
(2) Provides us with written authorization to:
(a) Obtain records and other information
related to the "suit"; and
(b) Conduct and control the defense of the
indemnitee in such "suit".

So long as the above conditions are met,
attorneys' fees incurred by us in the defense of
that indemnitee,
necessary litigation expenses incurred by us and
necessary litigation expenses incurred by the
indemnitee at our request will be paid as
Supplementary Payments. Notwithstanding the
provisions of Paragraph 2.b.(2) of Section I —
Coverage A — Bodily Injury And Property
Damage Liability, such payments will not be
deemed to be damages for "bodily injury" and
"property damage" and will not reduce the limits
of insurance.

Our obligation to defend an insured's indemnitee
and to pay for attorneys' fees and necessary
litigation expenses as Supplementary Payments
ends when:
a. We have used up the applicable limit of
insurance in the payment of judgments or
settlements; or
b. The conditions set forth above, or the terms of
the agreement described in Paragraph f.
above, are no longer met.

SECTION II - WHO IS AN INSURED

1. If you are designated in the Declarations as:
a. An individual, you and your spouse are
insureds, but only with respect to the conduct
of a business of which you are the sole
owner.
b. A partnership or joint venture, you are an
insured. Your members, your partners, and
their spouses are also insureds, but only with
respect to the conduct of your business.
c. A limited liability company, you are an
insured. Your members are also insureds, but
only with respect to the conduct of your
business. Your managers are insureds, but
only with respect to their duties as your
managers.
d. An organization other than a partnership, joint
venture or limited liability company, you are
an insured. Your "executive officers" and
directors are insureds, but only with respect to
their duties as your officers or directors. Your
stockholders are also insureds, but only with
respect to their liability as stockholders.
e. A trust, you are an insured. Your trustees are
also insureds, but only with respect to their
duties as trustees.

2. Each of the following is also an insured:
a. Employees And Volunteer Workers
Your "volunteer workers" only while
performing duties related to the conduct of
your business, or your "employees", other
than either your "executive officers" (if you are
an organization other than a partnership, joint
venture or limited liability company) or your
managers (if you are a limited liability
company), but only for acts within the scope
of their employment by you or while
performing duties related to the conduct of
your business.

However, none of these "employees" or
"volunteer workers" are insureds for:
(1) "Bodily injury" or "personal and advertising
injury":
(a) To you, to your partners or members (if
you are a partnership or joint venture),
to your members (if you are a limited
liability company), to a co -"employee"
while in the course of his or her
employment or performing duties
related to the conduct of your
business, or to your other "volunteer
workers" while performing duties
related to the conduct of your
business;
(b) To the spouse, child, parent, brother or
sister of that co -"employee" or that
"volunteer worker" as a consequence
of Paragraph (1)(a) above;
(c) For which there is any obligation to
share damages with or repay someone
else who must pay damages because
of the injury described in Paragraphs
(1)(a) or (1)(b) above; or
(d) Arising out of his or her providing or
failing to provide professional health
care services.

If you are not in the business of providing
professional health care services:
(a) Subparagraphs (1)(a), (1)(b) and (1)(c)
above do not apply to any "employee"
or "volunteer worker" providing first aid
services; and
(b) Subparagraph (1)(d) above does not
apply to any nurse, emergency medical
technician or paramedic employed by
you to provide such services.
(2) "Property damage" to property:
(a) Owned, occupied or used by,
(b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by
you, any of your "employees", "volunteer
workers", any partner or member (if you
are a partnership or joint venture), or any
member (if you are a limited liability
company).
b. Real Estate Manager
Any person (other than your "employee" or
"volunteer worker"), or any organization while
acting as your real estate manager.
c. Temporary Custodians Of Your Property
Any person or organization having proper
temporary custody of your property if you die,
but only:
(1) With respect to liability arising out of the
maintenance or use of that property; and
(2) Until your legal representative has been
appointed.
d. Legal Representative If You Die
Your legal representative if you die, but only
HG 00 01 09 16

with respect to duties as such. That
representative will have all your rights and
duties under this Coverage Part.
e. Unnamed Subsidiary
Any subsidiary, and subsidiary thereof, of
yours which is a legally incorporated entity of
which you own a financial interest of more
than 50% of the voting stock on the effective
date of the Coverage Part.

The insurance afforded herein for any
subsidiary not named in this Coverage Part
as a named insured does not apply to injury
or damage with respect to which such insured
is also a named insured under another policy
or would be a named insured under such
policy but for its termination or the exhaustion
of its limits of insurance.

3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form,
other than a partnership, joint venture or limited
liability company, and over which you maintain
financial interest of more than 50% of the voting
stock, will qualify as a Named Insured if there is
no other similar insurance available to that
organization. However:
a. Coverage under this provision is afforded only
until the 180th day after you acquire or form
the organization or the end of the policy
period, whichever is earlier;
b. Coverage A does not apply to "bodily injury"
or "property damage" that occurred before
you acquired or formed the organization; and
c. Coverage B does not apply to "personal and
advertising injury" arising out of an offense
committed before you acquired or formed the
organization.

4. Nonowned Watercraft
With respect to watercraft you do not own that is
less than 51 feet long and is not being used to
carry persons for a charge, any person is an
insured while operating such watercraft with your
permission. Any other person or organization
responsible for the conduct of such person is
also an insured, but only with respect to liability
arising out of the operation of the watercraft, and
only if no other insurance of any kind is available
to that person or organization for this liability.

However, no person or organization is an insured
with respect to:
a. "Bodily injury" to a co -"employee" of the
person operating the watercraft; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by you
or the employer of any person who is an
insured under this provision.

5. Additional Insureds When Required By
Written Contract, Written Agreement Or
Permit
The following person(s) or organization(s) are an
additional insured when you have agreed, in a
written contract, written agreement or because of
a permit issued by a state or political subdivision,
that such person or organization be added as an
additional insured on your policy, provided the
injury or damage occurs subsequent to the
execution of the contract or agreement.

A person or organization is an additional insured
under this provision only for that period of time
required by the contract or agreement.

However, no such person or organization is an
insured under this provision if such person or
organization is included as an insured by an
endorsement issued by us and made a part of
this Coverage Part.
a. Vendors
Any person(s) or organization(s) (referred to
below as vendor), but only with respect to
"bodily injury" or "property damage" arising
out of "your products" which are distributed or
sold in the regular course of the vendor's
business and only if this Coverage Part
provides coverage for "bodily injury" or
"property damage" included within the
"products -completed operations hazard".
(1) The insurance afforded the vendor is
subject to the following additional
exclusions:

This insurance does not apply to:
(a) "Bodily injury" or "property damage" for
which the vendor is obligated to pay
damages by reason of the assumption
of liability in a contract or agreement.

This exclusion does not apply to
liability for damages that the vendor
would have in the absence of the
contract or agreement;
(b) Any express warranty unauthorized by
you;
(c) Any physical or chemical change in the
product made intentionally by the
vendor;
(d) Repackaging, except when unpacked
solely for the purpose of inspection,
demonstration, testing, or the
substitution of parts under instructions
from the manufacturer, and then
repackaged in the original container;
(e) Any failure to make such inspections,
adjustments, tests or servicing as the
vendor has agreed to make or normally

(f)
(g)
undertakes to make in the usual
course of business, in connection with
the distribution or sale of the products;
Demonstration, installation, servicing
or repair operations, except such
operations performed at the vendor's
premises in connection with the sale of
the product;
Products which, after distribution or
sale by you, have been labeled or
relabeled or used as a container, part
or ingredient of any other thing or
substance by or for the vendor; or
(h) "Bodily injury" or "property damage"
arising out of the sole negligence of the
vendor for its own acts or omissions or
those of its employees or anyone else
acting on its behalf. However, this
exclusion does not apply to:
(i) The exceptions contained in Sub-
paragraphs (d) or (f); or
(ii) Such inspections, adjustments,
tests or servicing as the vendor has
agreed to make or normally
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products.
(2) This insurance does not apply to any
insured person or organization, from
whom you have acquired such products,
or any ingredient, part or container,
entering into, accompanying or containing
such products.
b. Lessors Of Equipment
(1)
Any person(s) or organization(s) from
whom you lease equipment; but only with
respect to their liability for "bodily injury",
"property damage" or "personal and
advertising injury" caused, in whole or in
part, by your maintenance, operation or
use of equipment leased to you by such
person(s) or organization(s).
(2) With respect to the insurance afforded to
these additional insureds this insurance
does not apply to any "occurrence" which
takes place after the equipment lease
expires.
c. Lessors Of Land Or Premises
Any person or organization from whom you
lease land or premises, but only with respect
to liability arising out of the ownership,
maintenance or use of that part of the land or
premises leased to you.

With respect to the insurance afforded these
additional insureds the following additional
exclusions apply:

This insurance does not apply to:

1. Any "occurrence" which takes place after
you cease to lease that land; or

2. Structural alterations, new construction or
demolition operations performed by or on
behalf of such person or organization.
d. Architects, Engineers Or Surveyors
Any architect, engineer, or surveyor, but only
with respect to liability for "bodily injury",
"property damage" or "personal and
advertising injury" caused, in whole or in part,
by your acts or omissions or the acts or
omissions of those acting on your behalf:
(1) In connection with your premises; or
(2) In the performance of your ongoing
operations performed by you or on your
behalf.

With respect to the insurance afforded these
additional insureds, the following additional
exclusion applies:

This insurance does not apply to "bodily
injury", "property damage" or "personal and
advertising injury" arising out of the rendering
of or the failure to render any professional
services by or for you, including:

1. The preparing, approving, or failing to
prepare or approve, maps, shop drawings,
opinions, reports, surveys, field orders,
change orders or drawings and
specifications; or

2. Supervisory, inspection, architectural or
engineering activities.

This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage", or the offense which caused the
"personal and advertising injury", involved the
rendering of or the failure to render any
professional services by or for you.
e. Permits Issued By State Or Political
Subdivisions
Any state or political subdivision, but only with
respect to operations performed by you or on
your behalf for which the state or political
subdivision has issued a permit.

With respect to the insurance afforded these
additional insureds, this insurance does not
apply to:
(1) "Bodily injury", "property damage" or
"personal and advertising injury" arising
out of operations performed for the state
or municipality; or
HG 00 01 09 16

(2) "Bodily injury" or "property damage"
included within the "products -completed
operations hazard".
f. Any Other Party
Any other person or organization who is not
an additional insured under Paragraphs a.
through e. above, but only with respect to
liability for "bodily injury", "property damage"
or "personal and advertising injury" caused, in
whole or in part, by your acts or omissions or
the acts or omissions of those acting on your
behalf:
(1) In the performance of your ongoing
operations;
(2) In connection with your premises owned
by or rented to you; or
(3) In connection with "your work" and
included within the "products -completed
operations hazard", but only if
(a) The written contract or agreement
requires you to provide such coverage
to such additional insured; and
(b) This Coverage Part provides coverage
for "bodily injury" or "property damage"
included within the "products -
completed operations hazard".

However:
(1) The insurance afforded to such additional
insured only applies to the extent
permitted by law; and
(2) If coverage provided to the additional
insured is required by a contract or
agreement, the insurance afforded to such
additional insured will not be broader than
that which you are required by the contract
or agreement to provide for such
additional insured.

With respect to the insurance afforded to
these additional insureds, this insurance does
not apply to:
"Bodily injury", "property damage" or
"personal and advertising injury" arising out of
the rendering of, or the failure to render, any
professional architectural, engineering or
surveying services, including:
(1) The preparing, approving, or failing to
prepare or approve, maps, shop drawings,
opinions, reports, surveys, field orders,
change orders or drawings and
specifications; or
(2) Supervisory, inspection, architectural or
engineering activities.

This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage", or the offense which caused the
"personal and advertising injury", involved the
rendering of or the failure to render any
professional services by or for you.

The limits of insurance that apply to additional
insureds is described in Section III — Limits Of
Insurance.

How this insurance applies when other insurance
is available to the additional insured is described
in the Other Insurance Condition in Section IV —
Commercial General Liability Conditions.

No person or organization is an insured with respect
to the conduct of any current or past partnership,
joint venture or limited liability company that is not
shown as a Named Insured in the Declarations.

SECTION III - LIMITS OF INSURANCE

1. The Most We Will Pay
The Limits of Insurance shown in the
Declarations and the rules below fix the most we
will pay regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or
bringing "suits".

2. General Aggregate Limit
The General Aggregate Limit is the most we will
pay for the sum of:
a. Medical expenses under Coverage C;
b. Damages under Coverage A, except
damages because of "bodily injury" or
"property damage" included in the "products -
completed operations hazard"; and
c. Damages under Coverage B.

3. Products -Completed Operations Aggregate
Limit
The Products -Completed Operations Aggregate
Limit is the most we will pay under Coverage A
for damages because of "bodily injury" and
"property damage" included in the "products -
completed operations hazard".

4. Personal And Advertising Injury Limit
Subject to 2. above, the Personal and
Advertising Injury Limit is the most we will pay
under Coverage B for the sum of all damages
because of all "personal and advertising injury"
sustained by any one person or organization.

5. Each Occurrence Limit
Subject to 2. or 3. above, whichever applies, the
Each Occurrence Limit is the most we will pay for
the sum of:
a. Damages under Coverage A; and

HG 00 01 09 16

b. Medical expenses under Coverage C
because of all "bodily injury" and "property
damage" arising out of any one "occurrence".

6. Damage To Premises Rented To You Limit
Subject to 5. above, the Damage To Premises
Rented To You Limit is the most we will pay
under Coverage A for damages because of
"property damage" to any one premises, while
rented to you, or in the case of damage by fire,
lightning or explosion, while rented to you or
temporarily occupied by you with permission of
the owner.

In the case of damage by fire, lightning or
explosion, the Damage to Premises Rented To
You Limit applies to all damage proximately
caused by the same event, whether such
damage results from fire, lightning or explosion
or any combination of these.

7. Medical Expense Limit
Subject to 5. above, the Medical Expense Limit is
the most we will pay under Coverage C for all
medical expenses because of "bodily injury"
sustained by any one person.

8. How Limits Apply To Additional Insureds
If you have agreed in a written contract or written
agreement that another person or organization
be
added as an additional insured on your policy,
the most we will pay on behalf of such additional
insured is the lesser of:
a. The limits of insurance specified in the written
contract or written agreement; or
b. The Limits of Insurance shown in the
Declarations.

Such amount shall be a part of and not in
addition to Limits of Insurance shown in the
Declarations and described in this Section.

The Limits of Insurance of this Coverage Part apply
separately to each consecutive annual period and to
any remaining period of less than 12 months,
starting with the beginning of the policy period
shown in the Declarations, unless the policy period
is extended after issuance for an additional period of
less than 12 months. In that case, the additional
period will be deemed part of the last preceding
period for purposes of determining the Limits of
Insurance.

SECTION IV - COMMERCIAL GENERAL

LIABILITY CONDITIONS

1. Bankruptcy
Bankruptcy or insolvency of the insured or of the
insured's estate will not relieve us of our
obligations under this Coverage Part.

2. Duties In The Event Of Occurrence, Offense,
Claim Or Suit
a. Notice Of Occurrence Or Offense
You or any additional insured must see to it
that we are notified as soon as practicable of
an "occurrence" or an offense which may
result in a claim. To the extent possible,
notice should include:
(1) How, when and where the "occurrence" or
offense took place;
(2) The names and addresses of any injured
persons and witnesses; and
(3) The nature and location of any injury or
damage arising out of the "occurrence" or
offense.
b. Notice Of Claim
If a claim is made or "suit" is brought against
any insured, you or any additional insured
must:
(1) Immediately record the specifics of the
claim or "suit" and the date received; and
(2) Notify us as soon as practicable.

You or any additional insured must see to it
that we receive written notice of the claim or
"suit" as soon as practicable.
c. Assistance And Cooperation Of The
Insured
You and any other involved insured must:
(1)
Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
claim or "suit";
(2) Authorize us to obtain records and other
information;
Cooperate with us in the investigation or
settlement of the claim or defense against
the "suit"; and
(4) Assist us, upon our request, in the
enforcement of any right against any person
or organization which may be liable to the
insured because of injury or damage to
which this insurance may also apply.
d. Obligations At The Insureds Own Cost
No insured will, except at that insured's own
cost, voluntarily make a payment, assume
any obligation, or incur any expense, other
than for first aid, without our consent.
e. Additional Insureds Other Insurance
If we cover a claim or "suit" under this
Coverage Part that may also be covered by
other insurance available to an additional
insured, such additional insured must submit
such claim or "suit" to the other insurer for
defense and indemnity.

However, this provision does not apply to the
extent that you have agreed in a written
(3)
HG 00 01 09 16 Page 15 of 21

contract or written agreement that this
insurance is primary and non-contributory
with the additional insured's own insurance.
f. Knowledge Of An Occurrence, Offense,
Claim Or Suit
Paragraphs a. and b. apply to you or to any
additional insured only when such
"occurrence", offense, claim or "suit" is known
to:
(1) You or any additional insured that is an
individual;
(2) Any partner, if you or the additional
insured is a partnership;
Any manager, if you or the additional
insured is a limited liability company;
(4) Any "executive officer" or insurance
manager, if you or the additional insured is
a corporation;
Any trustee, if you or the additional
insured is a trust; or
(6) Any elected or appointed official, if you or
the additional insured is a political
subdivision or public entity.

This duty applies separately to you and any
additional insured.

3. Legal Action Against Us
No person or organization has a right under this
Coverage Part:
a. To join us as a party or otherwise bring us
into a "suit" asking for damages from an
insured; or
b. To sue us on this Coverage Part unless all of
its terms have been fully complied with.

A person or organization may sue us to recover
on an agreed settlement or on a final judgment
against an insured; but we will not be liable for
damages that are not payable under the terms of
this Coverage Part or
that are in excess of the applicable limit of
insurance. An agreed settlement means a
settlement and release of liability signed by us,
the insured and the claimant or the claimant's
legal representative.

4. Other Insurance
If other valid and collectible insurance is
available to the insured for a loss we cover under
Coverages A or B of this Coverage Part, our
obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when b.
below applies. If other insurance is also
primary, we will share with all that other
insurance by the method described in c.
below.
(3)
(5)
b. Excess Insurance
This insurance is excess over any of the other
insurance, whether primary, excess,
contingent or on any other basis:
(1) Your Work
That is Fire, Extended Coverage, Builder's
Risk, Installation Risk or similar coverage
for "your work";
(2) Premises Rented To You
That is fire, lightning or explosion
insurance for premises rented to you or
temporarily occupied by you with
permission of the owner;
Tenant Liability
That is insurance purchased by you to
cover your liability as a tenant for
"property damage" to premises rented to
you or temporarily occupied by you with
permission of the owner;
(4) Aircraft, Auto Or Watercraft
If the loss arises out of the maintenance or
use of aircraft, "autos" or watercraft to the
extent not subject to Exclusion g. of
Section I — Coverage A — Bodily Injury
And Property Damage Liability;
Property Damage To Borrowed
Equipment Or Use Of Elevators
If the loss arises out of "property damage"
to borrowed equipment or the use of
elevators to the extent not subject to
Exclusion j. of Section I - Coverage A -
Bodily Injury And Property Damage
Liability;
(6) When You Are Added As An Additional
Insured To Other Insurance
Any other insurance available to you
covering liability for damages arising out
of the premises or operations, or products
and completed operations, for which you
have been added as an additional insured
by that insurance; or
When You Add Others As An
Additional Insured To This Insurance
Any other insurance available to an
additional insured.

However, the following provisions apply to
other insurance available to any person or
organization who is an additional insured
under this coverage part.
(a) Primary Insurance When Required
By Contract
This insurance is primary if you have
agreed in a written contract or written
agreement that this insurance be
primary. If other insurance is also
(3)
(5)
(7)

HG 00 01 09 16

primary, we will share with all that
other insurance by the method
described in c. below.
(b) Primary And Non -Contributory To
Other Insurance When Required By
Contract
If you have agreed in a written
contract, written agreement, or permit
that this insurance is primary and non-
contributory with the additional
insured's own insurance, this insurance
is primary and we will not seek
contribution from that other insurance.

Paragraphs (a) and (b) do not apply to
other insurance to which the additional
insured has been added as an additional
insured.

When this insurance is excess, we will have
no duty under Coverages A or B to defend
the insured against any "suit" if any other
insurer has a duty to defend the insured
against that "suit". If no other insurer defends,
we will undertake to do so, but we will be
entitled to the insured's rights against all
those other insurers.

When this insurance is excess over other
insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the
sum of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self -insured
amounts under all that other insurance.

We will share the remaining loss, if any, with
any other insurance that is not described in
this Excess Insurance provision and was not
bought specifically to apply in excess of the
Limits of Insurance shown in the Declarations
of this Coverage Part.
c. Method Of Sharing
If all of the other insurance permits
contribution by equal shares, we will follow
this method also. Under this approach each
insurer contributes equal amounts until it has
paid its applicable limit of insurance or none
of the loss remains, whichever comes first.

If any of the other insurance does not permit
contribution by equal shares, we will
contribute by limits. Under this method, each
insurer's share is based on the ratio of its
applicable limit of insurance to the total
applicable limits of insurance of all insurers.

5. Premium Audit
a. We will compute all premiums for this
Coverage Part in accordance with our rules
and rates.
b. Premium shown in this Coverage Part as
advance premium is a deposit premium only.

At the close of each audit period we will
compute the earned premium for that period
and send notice to the first Named Insured.

The due date for audit and retrospective
premiums is the date shown as the due date
on the bill. If the sum of the advance and
audit premiums paid for the policy period is
greater than the earned premium, we will
return the excess to the first Named Insured.
c. The first Named Insured must keep records of
the information we need for premium
computation, and send us copies at such
times as we may request.

6. Representations
a. When You Accept This Policy
By accepting this policy, you agree:
(1) The statements in the Declarations are
accurate and complete;
(2) Those statements are based upon
representations you made to us; and
(3) We have issued this policy in reliance
upon your representations.
b. Unintentional Failure To Disclose Hazards
If unintentionally you should fail to disclose all
hazards relating to the conduct of your
business that exist at the inception date of
this Coverage Part, we shall not deny
coverage under this Coverage Part because
of such failure.

7. Separation Of Insureds
Except with respect to the Limits of Insurance,
and any rights or duties specifically assigned in
this Coverage Part to the first Named Insured,
this insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom
claim is made or "suit" is brought.

8. Transfer Of Rights Of Recovery Against
Others To Us
a. Transfer Of Rights Of Recovery
If the insured has rights to recover all or part
of any payment, including Supplementary
Payments, we have made under this
Coverage Part, those rights are transferred to
us. The insured must do nothing after loss to
HG 00 01 09 16 Page 17 of 21

impair them. At our request, the insured will
bring "suit" or transfer those rights to us and
help us enforce them.
b. Waiver Of Rights Of Recovery (Waiver Of
Subrogation)
If the insured has waived any rights of
recovery against any person or organization
for all or part of any payment, including
Supplementary Payments, we have made
under this Coverage Part, we also waive that
right, provided the insured waived their rights
of recovery against such person or
organization in a contract, agreement or
permit that was executed prior to the injury or
damage.

9. When We Do Not Renew
If we decide not to renew this Coverage Part, we
will mail or deliver to the first Named Insured
shown in the Declarations written notice of the
nonrenewal not less than 30 days before the
expiration date.

If notice is mailed, proof of mailing will be
sufficient proof of notice.

SECTION V - DEFINITIONS

1. "Advertisement" means the widespread public
dissemination of information or images that has
the purpose of inducing the sale of goods,
products or services through:
a. (1) Radio;
(2) Television;
(3) Billboard;
(4) Magazine;
(5) Newspaper; or
b. Any other publication that is given widespread
public distribution.

However, "advertisement" does not include:
a. The design, printed material, information or
images contained in, on or upon the
packaging or labeling of any goods or
products; or
b. An interactive conversation between or
among persons through a computer network.

2. "Advertising idea" means any idea for an
"advertisement".

3. "Asbestos hazard" means an exposure or
threat of exposure to the actual or alleged
properties of asbestos and includes the mere
presence of asbestos in any form.

4. "Auto" means:
a. A land motor vehicle, trailer or semitrailer
designed for travel on public roads, including
any attached machinery or equipment; or
b. Any other land vehicle that is subject to a
compulsory or financial responsibility law or
other motor vehicle insurance law where it is
licensed or principally garaged.

However, "auto" does not include "mobile
equipment".

5. "Bodily injury" means physical:
a. Injury;
b. Sickness; or
c. Disease
sustained by a person and, if arising out of the
above, mental anguish or death at any time.

6. "Coverage territory" means:
a. The United States of America (including its
territories and possessions), Puerto Rico and
Canada;
b. International waters or airspace, but only if
the injury or damage occurs in the course of
travel or transportation between any places
included in a. above; or
c. All other parts of the world if the injury or
damage arises out of:
(1) Goods or products made or sold by you in
the territory described in a. above;
(2) The activities of a person whose home is
in the territory described in a. above, but is
away for a short time on your business; or
"Personal and advertising injury" offenses
that take place through the Internet or
similar electronic means of communication
provided the insured's responsibility to pay
damages is determined in the United States of
America (including its territories and possessions),
Puerto Rico or Canada, in a "suit" on the merits
according to the substantive law in such territory or
in a settlement we agree to.

7. "Employee" includes a "leased worker".
"Employee" does not include a "temporary
worker".

8. "Employment -Related Practices" means:
a. Refusal to employ that person;
b. Termination of that person's employment; or
c. Employment -related practices, policies, acts
or omissions, such as coercion, demotion,
evaluation, reassignment, discipline,
defamation, harassment, humiliation,
discrimination or malicious prosecution
directed at that person.

9. "Executive officer" means a person holding any
of the officer positions created by your charter,
constitution, by-laws or any other similar
governing document.

10. "Hostile fire" means one which becomes
uncontrollable or breaks out from where it was
intended to be.
(3)

11. "Impaired property" means tangible property,
other than "your product" or "your work", that
cannot be used or is less useful because:
a. It incorporates "your product" or "your work"
that is known or thought to be defective,
deficient, inadequate or dangerous; or
b. You have failed to fulfill the terms of a
contract or agreement;
if such property can be restored to use by the
repair, replacement, adjustment or removal of
"your product" or "your work", or your fulfilling the
terms of the contract or agreement.

12. "Insured contract" means:
a. A contract for a lease of premises. However,
that portion of the contract for a lease of
premises that indemnifies any person or
organization for damage by fire, lightning or
explosion to premises while rented to you or
temporarily occupied by you with permission
of the owner is subject to the Damage to
Premises Rented To You Limit described in
Section III — Limits of Insurance;
b. A sidetrack agreement;
c. Any easement or license agreement,
including an easement or license agreement
in connection with construction or demolition
operations on or within 50 feet of a railroad;
d. An obligation, as required by ordinance, to
indemnify a municipality, except in connection
with work for a municipality;
e. An elevator maintenance agreement;
f. That part of any other contract or agreement
pertaining to your business (including an
indemnification of a municipality in connection
with work performed for a municipality) under
which you assume the tort liability of another
party to pay for "bodily injury" or "property
damage" to a third person or organization,
provided the "bodily injury" or "property
damage" is caused, in whole or in part, by
you or by those acting on your behalf. Tort
liability means a liability that would be
imposed by law in the absence of any
contract or agreement.

Paragraph f. includes that part of any contract
or agreement that indemnifies a railroad for
"bodily injury" or "property damage" arising
out of construction or demolition operations,
within 50 feet of any railroad property and
affecting any railroad bridge or trestle, tracks,
road -beds, tunnel, underpass or crossing.

However, Paragraph f. does not include that
part of any contract or agreement:
(1) That indemnifies an architect, engineer or
surveyor for injury or damage arising out
of:
(a) Preparing, approving, or failing to
prepare or approve, maps, shop
drawings, opinions, reports, surveys,
field orders, change orders or drawings
and specifications; or
(b) Giving directions or instructions, or
failing to give them, if that is the
primary cause of the injury or damage;
or
(2) Under which the insured, if an architect,
engineer or surveyor, assumes liability for
an injury or damage arising out of the
insured's rendering or failure to render
professional services, including those listed
in (1) above and supervisory, inspection,
architectural or engineering activities.

13. "Leased worker" means a person leased to you
by a labor leasing firm under an agreement
between you and the labor leasing firm, to
perform duties related to the conduct of your
business. "Leased worker" does not include a
"temporary worker".

14."Loading or unloading" means the handling of
property:
a. After it is moved from the place where it is
accepted for movement into or onto an
aircraft, watercraft or "auto";
b. While it is in or on an aircraft, watercraft or
"auto"; or
c. While it is being moved from an aircraft,
watercraft or "auto" to the place where it is
finally delivered;
but "loading or unloading" does not include the
movement of property by means of a mechanical
device, other than a hand truck, that is not
attached to the aircraft, watercraft or "auto".

15. "Mobile equipment" means any of the following
types of land vehicles, including any attached
machinery or equipment:
a. Bulldozers, farm machinery, forklifts and other
vehicles designed for use principally off public
roads;
b. Vehicles maintained for use solely on or next
to premises you own or rent;
c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not,
maintained primarily to provide mobility to
permanently mounted:
(1) Power cranes, shovels, loaders, diggers or
drills; or
(2) Road construction or resurfacing
equipment such as graders, scrapers or
rollers;
e. Vehicles not described in a., b., c. or d. above
that are not self-propelled and are maintained
HG 00 01 09 16 Page 19 of 21

primarily to provide mobility to permanently
attached equipment of the following types:
(1) Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
and well servicing equipment; or
(2) Cherry pickers and similar devices used to
raise or lower workers;
f. Vehicles not described in a., b., c. or d. above
maintained primarily for purposes other than
the transportation of persons or cargo.

However, self-propelled vehicles with the
following types of permanently attached
equipment are not "mobile equipment" but will
be considered "autos":
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not
construction or resurfacing; or
(c) Street cleaning;
(2) Cherry pickers and similar devices
mounted on automobile or truck chassis
and used to raise or lower workers; and
(3) Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
and well servicing equipment.

However, "mobile equipment" does not include
any land vehicle that is subject to a compulsory
or financial responsibility law or other motor
vehicle insurance law where it is licensed or
principally garaged. Land vehicles subject to a
compulsory or financial responsibility law or other
motor vehicle insurance law are considered
"autos".

16. "Occurrence" means an accident, including
continuous or repeated exposure to substantially
the same general harmful conditions.

17."Personal and advertising injury" means
injury, including consequential "bodily injury",
arising out of one or more of the following
offenses:
a. False arrest, detention or imprisonment;
b. Malicious prosecution;
c. The wrongful eviction from, wrongful entry
into, or invasion of the right of private
occupancy of a room, dwelling or premises
that a person or organization occupies,
committed by or on behalf of its owner,
landlord or lessor;
d. Oral, written or electronic publication, in any
manner, of material that slanders or libels a
person or organization or disparages a
person's or organization's goods, products or
services;
e. Oral, written or electronic publication, in any
manner, of material that violates a person's
right of privacy;
f. Copying, in your "advertisement", a person's
or organization's "advertising idea" or style of
"advertisement"; or
Infringement of copyright, slogan, or title of
any literary or artistic work, in your
"advertisement".

18. "Pollutants" mean any solid, liquid, gaseous or
thermal irritant or contaminant, including smoke,
vapor, soot, fumes, acids, alkalis, chemicals and
waste. Waste includes materials to be recycled,
reconditioned or reclaimed.

19. "Products -completed operations hazard":
a. Includes all "bodily injury" and "property
damage" occurring away from premises you
own or rent and arising out of "your product"
or "your work" except:
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been completed or
abandoned. However, "your work" will be
deemed completed at the earliest of the
following times:
(a) When all of the work called for in your
contract has been completed.
(b) When all of the work to be done at the
job site has been completed if your
contract calls for work at more than
one job site.
(c) When that part of the work done at a
job site has been put to its intended
use by any person or organization
other than another contractor or
subcontractor working on the same
project.

Work that may need service,
maintenance, correction, repair or
replacement, but which is otherwise
complete, will be treated as completed.
b. Does not include "bodily injury" or "property
damage" arising out of:
g.
(1)
The transportation of property, unless the
injury or damage arises out of a condition
in or on a vehicle not owned or operated
by you, and that condition was created by
the "loading or unloading" of that vehicle
by any insured;
(2) The existence of tools, uninstalled
equipment or abandoned or unused
materials; or
Products or operations for which the
classification, listed in the Declarations or
in a policy Schedule, states that products -
(3)

completed operations are subject to the
General Aggregate Limit.

20. "Property damage" means:
a. Physical injury to tangible property, including
all resulting loss of use of that property. All
such loss of use shall be deemed to occur at
the time of the physical injury that caused it;
or
b. Loss of use of tangible property that is not
physically injured. All such loss of use shall
be deemed to occur at the time of the
"occurrence" that caused it.

As used in this definition, computerized or
electronically stored data, programs or software
are not tangible property. Electronic data means
information, facts or programs:
a. Stored as or on;
b. Created or used on; or
c. Transmitted to or from;
computer software, including systems and
applications software, hard or floppy disks, CD-
ROMS, tapes, drives, cells, data processing
devices or any other media which are used with
electronically controlled equipment.

21. "Suit" means a civil proceeding in which
damages because of "bodily injury", "property
damage" or "personal and advertising injury" to
which this insurance applies are alleged. "Suit"
includes:
a. An arbitration proceeding in which such
damages are claimed and to which the
insured must submit or does submit with our
consent; or
b. Any other alternative dispute resolution
proceeding in which such damages are
claimed and to which the insured submits with
our consent.

22. "Temporary worker" means a person who is
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or
short-term workload conditions.

23. "Volunteer worker" means a person who
a. Is not your "employee";
b. Donates his or her work;
c. Acts at the direction of and within the scope
of duties determined by you; and
d. Is not paid a fee, salary or other
compensation by you or anyone else for their
work performed for you.

24."Your product":
a. Means:
(1) Any goods or products, other than real
property, manufactured, sold, handled,
distributed or disposed of by:
(a) You;
(b) Others trading under your name; or
(c) A person or organization whose
business or assets you have acquired;
and
(2) Containers (other than vehicles),
materials, parts or equipment furnished in
connection with such goods or products.
b. Includes
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use of
"your product"; and
(2) The providing of or failure to provide
warnings or instructions.
c. Does not include vending machines or other
property rented to or located for the use of
others but not sold.

25. "Your work":
a. Means:
(1) Work or operations performed by you or
on your behalf; and
(2) Materials, parts or equipment furnished in
connection with such work or operations.
b. Includes
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use of
"your work", and
(2) The providing of or failure to provide
warnings or instructions.

HG 00 01 09 16 Page 21 of 21

Policy no. 57UEAFN9268

COMMERCIAL AUTOMOBILE
HA 99 16 03 12
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

COMMERCIAL AUTOMOBILE BROAD FORM

ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply.

1. BROAD FORM INSURED
A, Subsidiaries and Newly Acquired or
Formed Organizations
The Named Insured shown in the
Declarations is amended to include:
(1)
Any legal business entity other than a
partnership or joint venture, formed as a
subsidiary in which you have an
ownership interest of more than 50% on
the effective date of the Coverage Form.

However, the Named Insured does not
include any subsidiary that is an
"insured" under any other automobile
policy or would be an "insured" under
such a policy but for its termination or
the exhaustion of its Limit of Insurance.
(2) Any organization that is acquired or
formed by you and over which you
maintain majority ownership. However,
the Named Insured does not include any
newly formed or acquired organization:
(a) That is a partnership or joint
venture,
(b) That is an "insured" under any other
policy,
(c) That has exhausted its Limit of
Insurance under any other policy, or
(d) 180 days or more after its
acquisition or formation by you,
unless you have given us notice of
the acquisition or formation.

Coverage does not apply to "bodily
injury" or "property damage" that results
from an "accident" that occurred before
you formed or acquired the organization.

B. Employees as Insureds
Paragraph A.1. - WHO IS AN INSURED - of
SECTION II - LIABILITY COVERAGE is
amended to add:
d Any "employee" of yours while using a
covered "auto" you don't own; hire or
borrow in your business or your
personal affairs
C. Lessors as Insureds
Paragraph A.1. - WHO IS AN INSURED - of
Section II - Liability Coverage is amended to
add:
e. The lessor of a covered "auto" while the
"auto" is leased to you under a written
agreement if:
(1) The agreement requires you to
provide direct primary insurance for
the lessor and
(2) The "auto" is leased without a driver.

Such a leased "auto" will be considered a
covered "auto" you own and not a covered
"auto" you hire
D. Additional Insured if Required by Contract
(1) Paragraph A.1. - WHO IS AN INSURED
- of Section II - Liability Coverage is
amended to add:
f. When you have agreed, in a written
contract or written agreement; that a
person or organization be added as
an additional insured on your
business auto policy, such person or
organization is an "insured", but only
to the extent such person or
organization is liable for "bodily
injury" or "property damage" caused
by the conduct of an "insured" under
paragraphs a. or b of Who Is An
Insured with regard to the
ownership, maintenance or use of a
covered "auto."
Form HA 99 16 03 12
2011, The Hartford (Includes copyrighted material
of ISO Properties, Inc., with its permission.) Page 1 of 5

The insurance afforded to any such
additional insured applies only if the
"bodily injury" or "property damage"
occurs
(1) During the policy period. and
(2) Subsequent to the execution of such
written contract. and
Prior to the expiration of the period
of time that the written contract
requires such insurance be provided
tc the additional insured.
(2) How Lints Apply
If you have agreed in a written contract
or written agreement that another
person or crcanization be added as an
additional insured on your policy, the
most we will pay on behalf of such
additional insured is the lesser of:
(a) The limits of insurance specified in
the written contract or written
agreement: or
(b) The Limits of Insurance shown in
the Declarations.

Such amount shall be a part of and not
in addition to Limits of Insurance shown
in the Declarations and described in this
Section
(3)
(3)
Additional Insureds Other Insurance
If we cover a claim or "suit" under this
Coverage Part that may also be covered
by other insurance available to an
additional insured, such additional
insured must submit such claim or "suit"
to the other insurer for defense and
indemnity
However, this provision does not apply
to the extent that you have agreed in a
written contract or written agreement
that this insurance is primary and non-
contributory with the additional insured's
own insurance.
(4) Duties in The Event Of Accident, Claim,
Suit or Loss
If you have agreed in a written contract
or written agreement that another
person or crcanization be added as an
additional insured on your policy, the
additional insured shall be required to
comply with the provisions in LOSS
CONDITIONS 2. - DUTIES IN THE

EVENT OF ACCIDENT, CLAIM , SU'-

OR LOSS - OF SECTION IV -
BUSINESS AUTO CONDITIONS, in the
same manner as the Named Insured.

E. Primary and Non -Contributory if
Required by Contract
Only with respect to irsurance provided to
an additional insured n 1.D - Additional
Insured If Required by Contract, the
following provisions apply:
(3)
Primary Insurance When Required By
Contract
This insurance is primary if you have
agreed in a written contract or written
agreement that this insurance be
primary. If other insurance is also
primary, we will share all that other
insurance by the method described in
Other Insurance 5.d.
(4) Primary And Non -Contributory To Other
Insurance When Required By Contract
If you have agreed in a written contract
or written agreement that this insurance
is primary and non-contributory with the
additional insured's own insurance, this
insurance is primary and we will not
seek contribution from that other
insurance
Paragraphs (3) and (4) do not apply to other
insurance to which the additional insured
has been added as an additional insured
When this insurance is excess; we will have no
duty to defend the insured against any "suit" if
any other insurer has a duty to defend the
insured against that "suit If no other insurer
defends, we Hill undertake to do so, but we will
be entitled to the irs;ired's rights against all
those other insurers.

When this insurance is excess over other
insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the sum
of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this nsurance: and
(2) The total of all deduct ble and self -insured
amounts under al' that other insurance
We will share the rema ring loss, if any, by the
method described in Other Insurance 5 d.

2. AUTOS RENTED BY EMPLOYEES
Any "auto" hired or rented by your "employee"
on your behalf and at your direction will be
considered an "auto" you hire.

The OTHER INSURANCE Condition is amended
by adding the following.

Form HA 99 16 03 12
O2011, The Hartford ( rcr,des copyrighted material
of ISO Properties, Inc.. with its permission.) Page 2 of 5

If an "employees" personal insurance also
applies on an excess basis to a covered "auto"
hired or rented by your "employee" on your
behalf and at your direction, this insurance will
be primary to the 'employee's" personal
insurance.

3. AMENDED FELLOW EMPLOYEE EXCLUSION
EXCLUSION 5 - FELLOW EMPLOYEE - of
SECTION II - LIABILITY COVERAGE does not
apply if you have workers' compensation
insurance it -force covering all of your
"employees".

Coverage is excess over any other collectible
insurance.

4. HIRED AUTO PHYSICAL DAMAGE COVERAGE
If hired "autos" are covered "autos" for Liability
Coverage and if Comprehensive, Specified
Causes of Loss: or Collision coverages are
provided under this Coverage Form for ary
"auto" you own. then the Physical Damage
Coverages provided are extended to "autos" you
hire or borrow. subject tc the following limit.

The most we will pay for "loss" to any hired
"auto" is,
(1) $100,000;
(2) The actual cash value of the darnaged or
stolen property at the time of the "loss"; or
(3) The cost of repairing or replacing the
damaged or stolen property,
whichever is smallest, minus a deductible. The
deductible will be equal to the largest deductible
applicable tc any owned "auto" for that
coverage Nc deductible applies to "loss" caused
by fire or lightning. Hired Auto Physical Damage
coverage is excess over any other collectible
insurance. Subject tc the above limit, deductible
and excess provisions. we will provide coverage
equal to the broadest coverage applicable to any
covered "auto" you own.

We will alsc cover loss of use of the hired "auto"
if it results from an ''accident". you are legally
liable and the lessor incurs an actual financial
loss, subject to a maximum of $1000 per
"accident".

This extension cf ccverage does not apply to
any "auto" you hire or borrow from any of your
"employees", partners (if you are a partnership),
members (if you are a limited liability company),
or members of their households.
5 PHYSICAL DAMAGE - ADDITIONAL

TEMPORARY TRANSPORTATION EXPENSE

COVERAGE
Paragraph A.4.a of SECTION III - PHYSICAL
DAMAGE COVERAGE is amended to provide a
limit of S50 per day and a maximum limit of
S1,000.

6. LOAN/LEASE GAP COVERAGE
Under SECTION II - PHYSICAL DAMAGE
COVERAGE, in the event of a total "loss" to a
covered "auto", we will pay your additional legal
obligation for any difference between the actual
cash value of the "auto" at the time of the "loss"
and the "outstanding balance" of the loan/lease
"Outstanding balance" means the amount you
owe on the loan/lease at the time of "loss" less
any amounts representing taxes; overdue
payments; penalties, interest or charges
resulting from overdue payments: additional
mileage charges; excess wear and tear charges;
lease termination fees; 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 carry-over balances from previous
loans or leases.

7. AIRBAG COVERAGE
Under Paragraph B EXCLUSIONS - of

SECTION II I - PHYSICAL DAMAGE
COVERAGE, the following is added:

The exclusion relating to mechanical breakdown
does not apply to the accidental discharge of an
airbag.

8. ELECTRONIC EQUIPMENT - BROADENED

COVERAGE
a. The exceptions to Paragraphs B 4 -
EXCLUSIONS - of SECTION III - PHYSICAL
DAMAGE COVERAGE are replaced by the
following:

Exclusions 4.c. and 4.d. do not apply to
equipment designed to be operated solely
by use of the power from the "auto's"
electrical system that, at the time of "loss".
is.
(1) Permanently installed in or upon
the covered "auto";
(2) Removable from a housing unit
which is permanently installed in
or upon the covered "auto";
An integral part of the same unit
housing any electronic
equipment described in
Paragraphs (1) and (2) above; or
(3)
Form HA 99 16 03 12
CO 2011, The Hartford (Includes copyrighted material
of ISO Properties, Inc., with its permission.) Page 3 of 5

(4) Necessary for the normal
operation of the covered "auto" or
the monitoring of the covered
"auto's" operating system.
b. Section Ili - Version CA 00 01 03 10 of the
Business Auto Coverage Form, Physical
Damage Coverage. Limit of Insurance.

Paragraph C.2 and Version CA 00 01 10 01 of
the Business Auto Coverage Form, Physical
Damage Coverage. Lirnit of Insurance,
Paragraph C are each amended to add the
following.
$1,500 is the most we will pay for "loss" in
any one "accident" to all electronic
equipment (offer than equipment designed
solely for the reproduction of sound. and
accessories used with such equipment)
that reproduces, receives or transmits
audio, visual or data signals which, at the
time of "loss". is:
(1) Permanently installed in or upon
he covered "auto" in a housing;
opening or other location that is not
normally used by the "auto"
manufacturer for the installation of
such equipment;
(2) Removable from a permanently
installed housing unit as described
in Paragraph 2.a. above or is an
Integral part of that equipment: or
(3) An Integra: part of such equipment.
c. For each covered ''auto', should loss be limited
to electronic equipment only, our obligation to
pay for, repair, return or replace damaged or
stolen electronic equipment will be reduced by
the applicable deductible shown in the
Declarations, or S250. whichever deductible is
less.

9. EXTRA EXPENSE BROADENED

COVERAGE
Under Paragraph A. - COVERAGE - of SECTION
III - PHYSICAL DAMAGE COVERAGE, we will
pay for the expense of returning a stolen covered
"auto" to you.

10. GLASS REPAIR - WAIVER OF DEDUCTIBLE
Under Paragraph D. - DEDUCTIBLE - of SECTION
III - PHYSICAL DAMAGE COVERAGE. the
following is added:

No deductible applies to glass damage if the
glass is repaired rather than replaced.

11. TWO OR MORE DEDUCTIBLES
Under Paragraph D. - DEDUCTIBLE - of SECTION
III - PHYSICAL DAMAGE COVERAGE. the
following is added:

If another Hartford Financial Services Group,
Inc_ company policy or coverage form that is not
an automobile policy or coverage form applies to
the same "accident", the following applies:
(1) If the deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible. it wi;I be waived:
(2) If the deductible under this Business Auto
Coverage Form is not the smaller (or
smallest) deductible, it will be reduced by
the amount of the smaller (or smallest)
deductible.

12. AMENDED DUTIES IN THE EVENT OF

ACCIDENT, CLAIM, SUIT OR LOSS
The requirement in LOSS CONDITIONS 2.a -

DUTIES IN THE EVENT OF ACCIDENT,CLAIM,
SUIT OR LOSS - of SECTION IV - BUSINESS
AUTO CONDITIONS that you must notify us of
an "accident" applies only when the "accident" is
known to:
(1) You, if you are an individual
(2) A partner, if you are a partnership,
(3) A member, if you are a limited liability
company or
(4) An executive officer or insurance manager, if
you are a corporation.

13. UNINTENTIONAL FAILURE TO DISCLOSE

HAZARDS
If you unintentionally fail to disclose any hazards
existing at the inception date of your policy, we
will not deny coverage under this Coverage
Form because of such failure.

14. HIRED AUTO - COVERAGE TERRITORY
Paragraph e. of GENERAL CONDITIONS 7. -
POLICY PERIOD. COVERAGE TERRITORY -
of SECTION IV - BUSINESS AUTO
CONDITIONS is replaced by the following:
e For short-term hired "autos", the coverage
territory with respect to Liability Coverage is
anywhere in the world provided that if the
"insured's" responsibility to pay damages for
"bodily injury" or "property damage" is
determined in a "suit," the "suit" is brought in
the United States of America, the territories
and possessions of the United States of
America. Puerto R co or Canada or in a
settlement we agree to

15. WAIVER OF SUBROGATION

TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US - of SECTION IV -
BUSINESS AUTO CONDITIONS is amended by
adding the following:

Form HA 99 16 03 12
O2011, The Hartford (Includes copyrighted material
of ISO Properties, Inc., with its permission.) Page 4 of 5

We waive any right of recovery we may have
against any person o' organization with whom
you have a written contract that requires such
waiver because of payments we make for
damages under this Coverage Form.

16. RESULTANT MENTAL ANGUISH COVERAGE
The definition of "bodily injury" in SECTION V -
DEFINITIONS is replaced by the following•
"Bodily injury" means bodily injury. sickness or
disease sustained by any person, including
mental anguish or death resulting from any of
these.

17. EXTENDED CANCELLATION CONDITION
Paragraph 2. of the COMMON POLICY
CONDITIONS - CANCELLATION - applies
except as follows:

If we cance for any reason other than
nonpayment of premium, we will mail or deliver
to the first Named Insured written notice of
cancellation a::east 60 days before the effective
date of cancellation

18. HYBRID, ELECTRIC, OR NATURAL GAS

VEHICLE PAYMENT COVERAGE
In the event of a total loss to a "non -hybrid" auto
for which Comprehensive, Specified Causes of
Loss, or Collision coverages are provided under
this Coverage Form, then such Physical
Damage Coverages are amended as follows:
a. If the auto is replaced with a "hybrid" auto or
an auto powered solely by electricity or natural
gas, we v.iil. pay an additional 10%, to a
maximum cf 52.500. of the "non -hybrid" auto's
actual cash value or replacement cost,
whichever is less,
b.The auto must be replaced and a copy of a bill
of sale or new lease agreement received by us
within 60 calendar days of the date of "loss,"
c Regardless of the number of autos deemed a
total loss, the most we will pay under this
Hybrid, Electric. or Natural Gas Vehicle
Payment Coverage provision for any one
"loss" is $10.000.

For the purposes of the coverage provision,
a.A "non -hybrid" auto is defned as an auto that
uses only an internal combustion engine to
move the auto but does not include autos
powered solely by electricity or natural gas.
b.A "hybrid" auto is defined as an auto with an
internal combustion engine and one or more
electric motors: and that uses the internal
combustion engine and one or more electric
motors to move the auto, or the internal
combustion engine tc charge one or more
electric motors, which move the auto

19. VEHICLE WRAP COVERAGE
In the event of a total loss to an "auto" for which
Comprehensive, Specified Causes of Loss, or
Collision coverages are provided under this
Coverage Form, then such Physical Damage
Coverages are amended to add the following.

In addition to the actual cash value of the "auto",
we will pay up to S1.000 for vinyl vehicle wraps
which are displayed on the covered "auto" at the
time of total loss. Regardless cf the number of
autos deemed a total loss, the most we will pay
under this Vehicle Wrap Coverage provision for
any one "loss" is S5,D00 For purposes of this
coverage provision, signs or other graphics
painted or magnetically affixed tc the vehicle are
not considered vehicle wraps
Form HA 99 16 03 12
O 2011, The Hartford (includes copyrighted material
of ISO Properties, Inc., with its permission.) Page 5 of 5

Policy no. 57WEAAJ9MEN
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration.

SCHEDULE
Person or Organization Job Description
Any person or organization from whom
you are required by written contract or
agreement to obtain this waiver of
rights from us.

Countersigned by
)704
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.

Process Date: 02/01/2023 Policy Expiration Date: 02/01/2024

SECTION C

CONTRACT AGREEMENT

ANNUAL MAINTENANCE SERVICES

FOR CITYWIDE TRAFFIC SIGNALS
(ACCOUNT NUMBER 100-40-12-6215)
FISCAL YEAR 2022/2023 THROUGH FISCAL YEAR 2027/2028
This agreement, made and concluded, in triplicate, this day of it t‹.4 20r?P , between the City of Tustin, California, hereinafter called City, and `bear Electrical Solutions, Inc. hereinafter called Contractor.

ARTICLE I. Witnesseth, that for and in consideration of the payments and agreements hereinafter mentioned, to be made and performed by the City, and under the conditions expressed in the two bonds, bearing date with these presents and hereunto annexed, the Contractor agreed with City, at his own proper cost and expense, to do all the work and furnish all the materials necessary to complete in good workmanlike and substantial manner and to the satisfaction of the City, in accordance with the specifications entitled:

ANNUAL MAINTENANCE SERVICES

FOR CITYWIDE TRAFFIC SIGNALS
(ACCOUNT NUMBER 100-40-12-6215)
FISCAL YEAR 2022/2023 THROUGH FISCAL YEAR 2027/2028
which said specifications are hereby specifically referred to and by such references made a part hereof. Said specifications are on file in the office of the City Engineer of the City of Tustin, California.

ARTICLE II. Contractor agrees to receive and accept the following prices as full compensation for furnishing all materials and for doing all the work contemplated and embraced in the Agreement; and also for all loss or damage arising out of the nature of the work aforesaid, or from the action of the elements, or from any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the work until its acceptance by the City, and for all risks of every description connected with the work; also for all expenses incurred by or in consequence of the suspension or discontinuance of work and for well and faithfully completing the work, and the whole thereof, in the manner and according to the specifications, and the requirements of the City Engineer under them.

C-1

CONTRACT
FOR

ANNUAL MAINTENANCE SERVICES

FOR CITYWIDE TRAFFIC SIGNALS
(ACCOUNT NUMBER 100-40-12-6215)
FISCAL YEAR 2022/2023 THROUGH FISCAL YEAR 2027/2028
ITEM
NO.

CONTRACT ITEM DESCRIPTION

QUANTITY
UNIT
TYPE
UNIT
PRICE*
TOTAL
PRICE
Section A — Routine Preventative Maintenance Items

1. Traffic Signal and Safety Lighting
System per Intersection per Month,
including items in Section E.26
133
Each
$55.00
$7,315.00
2 Battery Back -Up System per
Intersection per Month
133
Each
$5.00
$665.00
3 Flashing Beacon per Location per
Month
3 Each
$20.00
$60.00
4 Speed Radar Feedback Sign per
Month
8 Each
$20.00
$160.00
5 Lighted Crosswalk System per
Location per Month
5 Each
$20.00
$100.00
Al
Routine Preventative Maintenance per Month (Items 1 through 5) $ 8,300.00
A
Annual Routine Preventative Maintenance
(Al multiplied by 12 months)
$99,600.00
* Unit prices shall include all labor, materials, equipment, overhead and profit and no additional compensation will be allowed.

C-2

CONTRACT
FOR

ANNUAL MAINTENANCE SERVICES

FOR CITYWIDE TRAFFIC SIGNALS
(ACCOUNT NUMBER 100-40-12-6215)
FISCAL YEAR 2022/2023 THROUGH FISCAL YEAR 2027/2028
ITEM
NO.

CONTRACT ITEM DESCRIPTION

QUANTITY
UNIT
TYPE
UNIT PRICE*
Section B — Labor and Equipment Rates

6. Service Truck
1 Hour
$25.00

7. Bucket Truck
1 Hour
$40.00

8. Traffic Signal Technician
1 Hour
$105.00

9. Traffic Signal Technician -Overtime
1 Hour
$155.00

10. Traffic Signal Technician -Double Time
1 Hour
$210.00

11. Bench Technician
1 Hour
$105.00

12. Bench Technician -Overtime
1 Hour
$155.00

13. Laborer
1 Hour
$80.00
*Unit prices shall include all labor, materials, equipment, overhead and profit and no additional compensation will be allowed.

C-3

CONTRACT
FOR

ANNUAL MAINTENANCE SERVICES

FOR CITYWIDE TRAFFIC SIGNALS
(ACCOUNT NUMBER 100-40-12-6215)
FISCAL YEAR 2022/2023 THROUGH FISCAL YEAR 2027/2028
ITEM
NO.

CONTRACT ITEM DESCRIPTION

QUANTITY
UNIT
TYPE
UNIT PRICE*
Section
C — Extraordinary Maintenance Items

14. Replacement of inoperable safety light
with LED fixture (Philips Lumec
RoadFocus RFL;
1 Each
$950.00

15. Replacement of 6 -foot internally
illuminated street name sign panel
1 Each
$415.00

16. Replacement of 8 -foot internally
illuminated street name sign panel
1 Each
$465.00

17. Replacement of 2 6 -foot internally
illuminated street name sign panels at
1 Each
$635.00

18. Replacement of 2 8 -foot internally
illuminated street name sign panels at
the same time (front and back)
1 Each
$735.00

19. Replacement of 6 -foot internally
illuminated street name sign with
1 Each
$590.00

20. Replacement of 8 -foot internally
illuminated street name sign with
1 Each
$590.00

21. Replacement of 6 -foot NuArt edge lit
LED internally illuminated street name
1 Each
$3,570.00

22. Replacement of 8 -foot NuArt edge lit
LED internally illuminated street name
1 Each
$4,200.00

23. Replacement of 6 -foot NuArt edge lit
LED internally illuminated street name
1 Each
$915.00

24. Replacement of 8 -foot NuArt edge lit
LED internally illuminated street name
panel
1 Each
$970.00
C-4

CONTRACT
FOR

ANNUAL MAINTENANCE SERVICES

FOR CITYWIDE TRAFFIC SIGNALS
(ACCOUNT NUMBER 100-40-12-6215)
FISCAL YEAR 2022/2023 THROUGH FISCAL YEAR 2027/2028
ITEM
NO.

CONTRACT ITEM DESCRIPTION

QUANTITY
UNIT
TYPE
UNIT P
Section C — Extraordinary Maintenance Items (continued)

25. 26.

27. Replacement of rectangular loop
detector with Type "E" 6 -foot diameter
round loop including saw -cut lead-in
and cable splicing with hot -melt sealant
Fabrication and installation of retro-
reflective traffic signs on mast arms or
_poles
Replacement of LED Type I module
Red Ball vehicle lamp assembly
1 1
1 Each
Each
Each
RICE*
$575.00
$280.00
$100.00

28. Replacement of LED Type I module
Yellow Ball vehicle lamp assembly
1 Each
$100.00

29. Replacement of LED Type I module
Green Ball vehicle lamp assembly
1 Each

30. Replacement of LED Type I module
Red Arrow vehicle lamp assembly
1 Each
$100.00
$100.00

31. Replacement of LED Type I module
Yellow Arrow vehicle lamp assembly
1 Each
$100.00

32. Replacement of LED Type I module
Green Arrow vehicle lamp assembly
1 Each
$100.00

33. Replacement of pedestrian LED
module
1 Each
$200.00

34. Replacement of pedestrian push button
with "Bulldog" pedestrian push button
1 Each

35. Replacement of pedestrian push button
with an accessible pedestrian signal
(APS) assembly (Polara Navigator iN2)
C-5
1 Each
$135.00
$795.00

CONTRACT
FOR

ANNUAL MAINTENANCE SERVICES

FOR CITYWIDE TRAFFIC SIGNALS
(ACCOUNT NUMBER 100-40-12-6215)
FISCAL YEAR 2022/2023 THROUGH FISCAL YEAR 2027/2028
ITEM

CONTRACT ITEM DESCRIPTION

QUANTITY
UNIT
UNIT PRICE*
Section
C — Extraordinary Maintenance Items (continued)

36. Painting of pedestrian heads,
pedestrian buttons and framework per
1 Each
$700.00
37 Painting of all signal heads, backplates
and frameworks per intersection
—
1 Each
$850.00

38. Painting of traffic signal controller
cabinet and electric service cabinet per
1 Each
$700.00
39 Replacement of all batteries for battery
back-up system per intersection
1 Each
$1,355.00

40. Load -tested check of battery back-up
system before planned outage
1 Each
$145.00

41. Replacement of City -owned underpass
soffit light with high pressure sodium
vapor lamp
1 Each
$160.00
42 Replacement of City -owned underpass
soffit light with LED lamp
1 Each
$330.00

43. Replacement of City -owned street light
or bridge light with LED fixture (Philips
1 Each
$765.00

44. Underground Service Alert (USA)
response -marking of traffic signal
1 Each
$150.00

45. Installation of standard 3 -indication
traffic signal head
1 Each
$495.00

46. Replacement of Programmed Visibility
(PV) LED signal lamps
1 Each
$165.50
*Unit prices shall include all labor, materials, equipment, overhead and profit and no additional compensation will be allowed.

C-6

ARTICLE III. City hereby promises and agrees with Contractor to employ and does hereby employ Contractor to provide the materials and to do the work according to the terms and conditions herein contained and referred to, for the prices aforesaid, and hereby contracts to pay the same at the time, in the manner and upon the conditions above set forth; and the said parties for themselves, their heirs, executors, administrators, successors and assigns do hereby agree to the full performance of the covenants herein contained.

ARTICLE IV. It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument and the proposal of Contractor, then this instrument shall control and nothing herein shall be considered as an acceptance of the said terms of said proposal conflicting herewith.

ARTICLE V.

1. The City of Tustin has obtained from the Director of Industrial Relations the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this contract and maintains copies thereof in the office of the City Engineer. The Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this public works contract as required by Labor Code Sections 1771 and 1774 of the State of California.

2. The Contractor shall, as a penalty to the City of Tustin, forfeit Fifty Dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by Contractor or any subcontractor of Contractor) Tess than the prevailing rate as prescribed in the preceding paragraph for the work provided for in this contract, all in accordance with Sections 1774 and 1775 of the Labor Code of the State of California.

3. Section 1773.5 of the Labor Code of the State of California, regarding the payment of travel and subsistence payments, is applicable to this contract.

4. Section 1777.5 of the Labor Code of the State of California, regarding the employment of apprentices, is applicable to this contract if the prime contract involves Thirty Thousand Dollars ($30,000.00) or more, or twenty (20) working days or more and under such circumstances, Contractor shall be fully responsible to ensure compliance with all the provisions of Labor Code §1777.5 for all apprenticeable occupations on the project. A Contractor or subcontractor who violates Section 1777.5 shall forfeit to the City of Tustin, as a civil penalty, the sum of Fifty Dollars ($50.00) for each calendar day of noncompliance. Notwithstanding Section 1727 of the Labor Code, upon receipt of a determination that a civil penalty has been imposed, the City of Tustin shall withhold the amount of the civil penalty from contract progress payments then due or to become due.

Any funds withheld by the City of Tustin pursuant to this section shall be deposited in the General Fund of the City of Tustin.

5. The Contractor shall not employ, or allow work to be performed by a subcontractor who is ineligible to perform work on the project pursuant to Section 1777.1 or 1777.7 of the Labor Code pertaining to debarment by the Labor Commissioner for violations of the Prevailing Wage Laws.

C-7

6. In performance of this contract, not more than eight (8) hours shall constitute a day's work. The Contractor shall fully conform to Article 3, Chapter 1, Part 7, Division 2 (Sections 1810 et seq.) of the Labor Code of the State of California. Pursuant to the provisions of Section 1813 of the Labor Code of the State of California, the Contractor shall, as a penalty to the City of Tustin, forfeit twenty-five Dollars ($25.00) for each worker employed in the execution of the contract by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Article 3 of Chapter 1 of Part 7 of Division 2 of the Labor Code of the State of California. Contractor shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by Contractor in connection with the public work.

7. Contractor agrees to keep accurate payroll records showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week and the actual per diem wages paid to each journeyman, apprentice or worker employed by him in connection with the public work, and agrees to insist that each of his subcontractors do the same. Contractor further agrees that his payroll records and those of his subcontractors shall be available to the employee or his representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards, and shall comply with all of the provisions of Labor Code Section 1776, et seq., in general.

8. Contractor is also aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Worker's Compensation or undertake self-insurance in accordance with the provisions of that code and will comply with such provisions before commencing the performance of the work of this contract.

ARTICLE VI. In connection with the performance of this contract, the City shall have the authority to enter the worksite at any time for the purpose of identifying the existence of conditions, either actual or threatened, that may present a danger or hazard to any and all employees. The Contractor agrees that the City, in its sole authority and discretion, may order the immediate abatement of any and all conditions that may present an actual or threatened danger or hazard to any and all employees at the worksite.

The Contractor acknowledges the provisions of Section 6400 of the Labor Code, which requires that employers shall furnish employment and a place of employment that is safe and healthful for all employees working therein. In the event the City identifies the existence of any condition that presents an actual or threatened danger or hazard to any and all employees at the worksite the City is hereby authorized to order the immediate abatement of that actual or threatened condition pursuant to this section. The City may also, at its sole authority and discretion, issue an immediate stop work order to the Contractor to ensure that no employee working at the worksite is exposed to a dangerous or hazardous condition. Any stop work order issued by the City to the Contractor in accordance with the provisions of this section shall not give rise to any claim or cause of action for delay damages by the Contractor or the Contractor's agents or subcontractors against the City.

ARTICLE VII. The Contractor shall indemnify and save harmless the City of Tustin and all officers and employees thereof from all claims, suits, or actions of every name, kind and description, brought for, or on account of, injuries to or death of any person C-8

including, but not limited to, workers and the public, or damage to property resulting from the construction of the work or by or in consequence of any negligence regarding the work, use of improper materials or equipment in construction of the work, neglect or refusal of Contractor to faithfully perform the work and all of Contractor's obligations under the contract, or by or on account of any act or omission by the Contractor or his agents or a subcontractor or his agents or a third party during the progress of the work or at any time before its completion and final acceptance, or which might arise in connection with the agreed upon work or is caused by or happening in connection with the progress of said work, or on account of any passive or active negligent act or omission by the City of Tustin, its officers, employees and agents, save and except claims arising through the sole and exclusive negligence or sole and exclusive willful misconduct of the City of Tustin.

The defense and indemnification by Contractor shall include all costs and expenditures including attorney's fees incurred by the City of Tustin or its employees, officers or agents with respect to such claim or suit and Contractor will, if requested by City of Tustin, defend any litigation arising out of such claims at the sole cost and expense of Contractor.

In addition to any remedy authorized by law, so much of the money due the Contractor under and by virtue of the contract as shall be considered necessary in the sole discretion of the City of Tustin may be retained by the City until disposition has been made of such claims for damages as aforesaid.

ARTICLE VIII. The Contractor shall take out and maintain during the life of the contract, commercial general liability, automobile liability and worker's compensation insurance. The amount of the commercial general liability and automobile insurance shall not be less than the following:

Single limit coverage applying to bodily and personal injury liability and property damage: $2,000,000.

The following endorsements must be indicated on all certificates of insurance:

1. The City of Tustin, its elective and appointive boards, officers, agents and employees named as additional insureds in the policy as to the work being performed under the contract;

2. The coverage is primary and no other insurance carried by the City of Tustin will be called upon to contribute to a loss under this coverage;

3. The policy covers blanket contractual liability;

4. The policy limits or liability are provided on an occurrence basis;

5. The policy covers broad form property damage liability;

6. The policy covers personal injury as well as bodily injury liability; C-9

7. The policy covers explosion, collapse and underground hazards;

8. The policy covers products and completed operations;

9. The policy covers use of non -owned automobiles; and

10. The coverage shall not be cancelled or terminated altered unless thirty (30) days' written notice is first given to the City of Tustin.

11. Insurers shall be authorized to do business in the State by the Department of Insurance and shall meet the following qualifications:

A.M. Best's Key Rating of Grade A and Class VII (seven) (if an Admitted Insurer), and Grade A- or better and Class X (ten) or better (if offered by a Surplus Line Broker), is acceptable. Workers' compensation insurance rated Grade B- or better and Class VII (seven) or better, or offered by the State Compensation Fund, is acceptable.

12. The worker's compensation and employer's liability insurance policies shall contain a waiver of subrogation in favor of the City.

Contractor shall provide to the City within ten (10) working days after the date of notice of award of the contract evidence of the aforementioned insurance with insurer endorsements, which must meet the requirements of this Article. An Acord Certificate will be accepted solely as evidence of the name of the insurers and the amounts of insurance.

Failure to comply with these requirements will result in annulment of the award, forfeiture of the proposal guarantee, and the City will pursue award to the next qualified responsive proposer. Contractor is advised that insurance requirements are non-negotiable and City will not consider waiving insurance requirements. There are no exceptions.

ARTICLE IX. Upon receipt of a claim or summons and complaint by the City Clerk relating to this Contract, the City Clerk shall provide written notice within five (5) working days to the Contractor of the claim or summons or complaint. For purposes of this section, notice to the Contractor may be via facsimile, messenger or by first class mail and addressed to:

Bear Electrical Solutions, Inc.
1252 State Street, Alviso, CA 95002
(408) 449-5178
Nothing herein obligates the City to provide notice of a claim or summons and complaint that does not clearly identify the Contractor.

ARTICLE X. Prior to one hundred fifty (150) calendar days before July 1, 2023, Contractor shall notify City in writing of its intent to renew the contract for an additional term of one (1) year to commence on July 1, 2023, and on the same terms and conditions as prescribed for the mutual term, or upon different terms which Contractor shall specify in writing. City shall, within thirty (30) days of receipt of such notice, advise Contractor in writing of its acceptance or rejection of such extension. The same provisions shall be C-10

applicable to each succeeding one (1) year term through June 30, 2028, as prescribed in Section "D" (Length of Contract).

In Witness Whereof, the parties have hereunto set their hands and seals the year and date first above written.
(SEAL)
CONTRACT AND BOND APPROVED:

City Atto n y
BY:

Date: 6/3o / ))
FIRM NAME:
(SEAL) BY:

STIN
S. Stack, P.E.
or of Public Works/City Engineer
7/ yfr

CONTRACTOR
f7e 4 R at(&AM1S
To ft 6104
mviso, Gtr gsCoz
TITLE: VrC F Oe.kte �I
Note: Attach proper acknowledgment for both Surety & Principal. (Use copies of blank form provided in Section B).

C-11

Exe cu te d in Triplicate
Bond No. 0774402
Amount $ 50,000. 00
Premium $547.00

CITY OF TUSTIN

PUBLIC CONTRACT

FAITHFUL PERFORM ANCE BOND
KNOW ALL MEN BY THESE PRESENTS: That Bea r Elec trical Solutions, In c. , as and hereinafter referred to collectively as "Principal", and Ha rco National Insurance C ompany a corporation organized and existing under the laws of the State of Illinois and duly authorized to transact surety business in the State of California, as, and hereinafter referred to as, "Surety", are held and firmly bound unto the City of Tustin hereinafter referred to as the " City" , in the sum of $ 50,000. 00 for payment of which Principal and Surety bind themselves, their heirs, administrators, successors and assigns, jointly and severally as follows:

THE CONDITION OF THE ABOVE OBLIGATION IS THAT:

WHEREAS, Principal has entered into a contract dated;;` 'it, 2022, with City to do and perform the following, generally described work, which is more particularly described in said contract for the construction/maintenance of:

ANNUAL MAINTENANCE SERVICES

FOR CITYWIDE TRAFFIC SIGNALS
(ACCOUNT NUMBER 100-40-12-6215)
FISCAL YEAR 2022/2023 THROUGH FISCAL YEAR 2027/2028
WHEREAS, all of such improvements are to be constructed/maintained and installed in accordance with the specifications described, referred to and incorporated in said contract; and
WHEREAS, Principal shall commence and complete the construction/ maintenance and installation of such improvements as provided in said contract; NOW, THEREFORE, if Principal shall faithfully perform all agreements contained in the aforesaid contract, then this obligation shall be null and void.

PROVIDED, HOWEVER, if Principal shall not faithfully perform all agreements contained in the hereinabove described contract and all obligations, then this obligation shall remain in full force and effect .

PROVIDED FURTHER HOWEVER, that Surety hereby stipulates and agrees that no change, extension of time, alteration or modification of the contract documents or of the work to be performed thereunder shall in any way affect its obligation on this bond and it does hereby waive notice of any such change, extension of time, alteration or modification of the contract documents or of the work to be performed thereunder; and C-12

Bond No. 0774402
PROV IDED FURTHER, that in case suit is brought upon this bond by the City or any other person who may bring an action on this bond, a reasonable attorney's fee, to be fixed by the Court, shall be paid by Principal and Surety.

IN WITNESS WHEREOF, Principal and Surety have caused these presents to be duly signed and sealed this 9th day of June 20 22
SURETY: Ha rc o Na tional Insuranc e Company
(NAME)
BY:
(SEAL)
Attorney -in -Fact:

BY: Yv onne R oncagliol o, Attorney -in -F act
Address of Surety:
3003 O ak Road, Suite 200
APPROVED AS TO FORM:

City Attorney
A
ineer
(SEAL)
Date: 6/3ci
Walnut Creek, CA 94597
PRINCIPAL: B eB eaple trical Solutions, Inc .

BY:

TITLE: V/ -r- pQES 10 -ivr
Address of Principal:
1252 State Street
TENT: Alviso, CA 95002
Date: ` W
ote: Attach proper acknowledgment for both Surety & Principal . (Use copies of blank form provided in Section B) .

C-13

Ex ecuted in Triplic ate
Bond No, 0774402
Amount $50,000. 00
Premium Inclu ded in Pe rformance Bond

CITY OF TUSTIN

PUBLIC CONTRACT

LABOR A ND MATERIALS PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS: That Bear Electrical Solutions, In c. as and hereinafter referred to collectively as "Principal", and Ha rco National Insuranc e Comp any a corporation organized and existing under the laws of the State of Illinois and duly authorized to transact surety business in the State of California, as and hereinafter referred to as, "Surety" , are held and firmly bound unto the City of Tustin hereinafter referred to as the " City", in the sum of $50,000.00 for payment of which Principal and Surety bind themselves, their heirs, administrators, successors and assigns, jointly and severally as follows:

THE CONDITION OF THE ABOVE OBLIGATION IS THAT:

WHEREAS, Principal has entered into a contract dated
20 -, with the City to do and perform the following, generally described work, which is more particularly described in said contract for the construction/maintenance of:

ANNUAL MAINTENANCE SERVICES

FOR CITYWIDE TRAFFIC SIGNALS
(ACCOUNT NUMBER 100-40-12-6215)
FISCAL YEAR 2022/2023 THROUGH FISCAL YEAR 2027/2028
WHEREAS, Principal shall commence and complete the construction/ maintenance and installation of such improvements provided in said contract; NOW THEREFORE, if Principal shall pay the Contractor, his subcontractor, and all persons renting equipment or furnishing labor or materials to them for such improvements, for the full cost of such improvements and submit amounts due under the State Unemployment Insurance Act with respect to such labor, then this obligation shall be null and void .

PROVIDED, HOWE VER, if Principal shall not pay the subcontractor and all persons renting equipment or furnishing labor or materials to them for such improvements for the full cost of such improvements, or if Principal fails to submit amounts due under the State Unemployment Insurance Act with respect to such labor, then Surety will pay for the same in an amount not exceeding the sum set forth above, which amount shall inure to the benefit of all persons named in Civil Code Section 3181 .

PROVIDED FURTHER, HOWEVER, that Surety stipulates and agrees that no change, extension of time, alteration or modification of the contract documents or of the work to be performed thereunder shall in any way affect its obligation on this bond and it does hereby waive notice of any such change, extension of time, alteration or modification of the contract documents or of the work to be performed thereunder; and C-14

Bon d No. 0774402
PROV IDED FURTHER, that in case suit is brought upon this bond by the City or any other pe rson named in Civil Code Section 3181 who may bring an action on this bond, a reasonable attorney's fee, to be fixed by the Court, shall be paid by Principal and Surety.

IN WITNESS WHEREOF, Principal and Surety have caused these presents to be duly signed and sealed this 9th day of June 20 22
SURETY: Harco Na tio nal Insurance C ompany
(NAME)
BY:
(SEAL)
Attorney -in -Fact:

BY: Yv on ne R oncagliolo, Attorney -in -Fact
Address of Surety:
3003 Oak Road, S uite 200
APPROVED AS TO FORM:

City Attorne
AP
(SEAL)
Ineer
Walnut Creek, CA 94597
Date: / S'U`B)
PRINCIPAL: B ear El ei sa`olutions, In c.

BY:

TITLE: 'E✓iLt
Address of Principal:
1252 St ate Street
NTENT: Alviso, CA 95002
Date: 7/f
ot=: Attach proper acknowledgment for both Surety & Principal . (Use copies of blank form provided in Section B).

C-15

TITLE:

COM PENSATION INSURANCE CERTIFICATE
Pursuant to Section 1861 of the State Labor Code, each Contractor to whom a public works contract has been awarded shall sign the following certificate and shall submit same to the City prior to performing any work on the contract:

I am aware of the provisions of Section 3700 of the Labor Code which reads as follows:
" Every employer except the State shall secure the payment of compensation in one or more of the following ways:
(a) By being insured against liability to pay compensation in one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations a certificate of consent to self - insure, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his employee."
CONTR
BY:

Mt_ P i i

COMPENSATION INSURANCE CERTIFICATE

TO BE SUBMITTED WITH CONTRACT
C-16

TO:

VIA:

FROM:

DATE:

SUBJECT:

FISCAL
IMPACT:

SUMMARY:

Placentia Cit Council

GENDA REPORT

CITY COUNCIL

CITY ADMINISTRATOR

DEPUTY CITY ADMINISTRATOR / PUBLIC SERVICES & INFRASTRUCTURE JUNE 20, 2023

APPROVAL OF PLANS & SPECIFICATIONS AND AWARD OF CONSTRUCTION CONTRACT TO M.S. CONSTRUCTION MANAGEMENT GROUP FOR THE

CONSTRUCTION OF A CONCRETE PEDESTAL AND RELATED SITE
IMPROVEMENTS FOR THE PLACENTIA GATEWAY "CHROMATIC
ASCENSION" SCULPTURE, AND AMENDMENT NO. 2 TO THE COOPERATIVE ART AGREEMENT WITH CALTRANS FOR PUBLIC ART PROJECT NO. 1206 EXPENSE: $
398,400
39,840
438,240
438,240

AVAILABLE
BUDGET: $

TOTAL CONSTRUCTION CONTRACT AMOUNT

TOTAL CONSTRUCTION CONTINGENCY AMOUNT

TOTAL AMOUNT
FISCAL YEAR 2022-23 CIP BUDGET (101206-6730)
Caltrans has allocated funding to the City for two (2) public art projects located within Caltrans right-of-way in Placentia. The City Council previously approved the recommended public art sculpture proposed by Cliff Garten Studios to be placed at the off/on ramp interchange of the 57 Freeway at the Orangethorpe Avenue. The artist's engineer prepared the construction plans for a concrete pedestal base to attach the sculpture and Staff solicited competitive bids from contractors to construct the pedestal, install electrical and lighting improvements as well as other site improvements. One (1) bid was received for this work from M.S. Construction Group which was determined to be responsive and responsible. Amendment No. 2 to the City's Art Cooperative Agreement with Caltrans is presented for Council consideration as well. The proposed amendment increases the maximum allowable reimbursement amount from Caltrans to cover the cost of constructing the sculpture pedestal base as well as proposed landscape improvements to be completed once the sculpture work has been completed. Caltrans will cover 100% of the cost of this project with no matching contribution required from the City.

RECOMMENDATION:

It is recommended that the City Council take the following actions:

1. Approve the engineered construction plans & specifications prepared by Patrell Engineering Group and approve a Public Works Agreement with M.S. Construction Management Group to construct a concrete base for the Placentia Gateway "Chromatic Ascension" public art piece in the amount of $398,400; and

1.h.

June 20, 2023

City Council Agenda
June 20, 2023

2. Authorize the City Administrator to approve contract change orders up to ten percent (10%) of the contract amount, or $39,840, for a total construction contract not -to -exceed amount of $438,240; and

3. Approve Resolution No. R-2023-44, A Resolution of the City Council of the City of Placentia, California authorizing a budget amendment in Fiscal Year 2022-23 in compliance with City Charter of the City of Placentia §§1206 and §§1209 pertaining to appropriations for actual expenditures; and

4. Authorize the City Administrator to approve Amendment No. 2 to the Cooperative Art Agreement with Caltrans increasing the allowable project reimbursement amount; and

5. Authorize the City Administrator to approve all agreements in a form approved by the City Attorney.

STRATEGIC PLAN STATEMENT:

There is no specific Strategic Planning Goal or Objective associated with this agenda item.

DISCUSSION:

The California State Department of Transportation (Caltrans) allocated $650,000 to the City for public art displays under the State's Clean California Program signed into law by the Governor in 2021. This program provides funding Statewide for public right-of-way clean up and beautification efforts along with the installation of public art pieces. In coordination and cooperation with the City, Caltrans is funding the cost to fabricate and install a new gateway monument art piece on State property at the 57 Freeway on/off ramps at Orangethorpe Avenue. In addition, they funded the cost to commission two (2) murals that were painted on the paved slopes beneath the freeway at the Crowther Avenue intersection. The murals were completed in April.

On October 4, 2022, the City Council received a presentation from Staff and Arts OC, the City's public art selection consultant, on the selection process for the mural and sculpture proposals received from various artists. The City Council accepted the art selection committee's recommendation to commission "Chromatic Ascension" submitted by Cliff Garten Studios. Since that time the City has entered into an agreement with Cliff Garten Studios for this commissioned piece and the artist's design team prepared engineered plans and site improvements to construct a concrete pedestal base to attach the sculpture. The site improvements also include electrical work and new lighting for the sculpture. The landscaping surrounding the sculpture will also be improved under a separate set of landscape plans and contractor. Staff proposes to utilize these plans to solicit bids from contractors to construct the pedestal base as well as to take delivery and install the sculpture on its base along with lighting and other site improvements.

City Council Agenda
June 20, 2023

On May 19, 2023, only one (1) bid was received for this project as noted in the table below:

Contractor
Bid Amount
M.S. Construction Management Group
$398,400
After reviewing the bid proposal received, it was determined that M.S. Construction Management Group (M.S. Construction) submitted a responsive and responsible bid. Based upon M.S.

Construction's reference check and submitted bid, Staff recommends awarding a construction contract to M.S. Construction to construct the pedestal base and related site improvements for the new art sculpture.

FISCAL IMPACT
The total construction cost for the sculpture pedestal base, lighting and site improvements amounts to $438,240. This cost consists of the bid amount submitted by M.S. Construction in the amount of $398,400, and a construction contingency in the amount of $39,840. Resolution No. R-2023-44 (Attachment 3) is recommended for approval to appropriate additional funds towards the cost of the project. Funds to cover the cost of the sculpture have been budgeted in the FY 2022-23 Capital Improvement Program Budget. Caltrans will cover 100% of the cost of this project and related improvements. The attached Amendment 2 to our Cooperative Art Agreement with Caltrans will increase the maximum allowable reimbursement amount to cover the cost of the sculpture base and landscape improvements. Accordingly, sufficient funds exist for the recommended actions.

Prepared by:

Reviewed and approved:
(A/Us fsf
Luis Estevez
Jennifer Lampman
Deputy City Administrator Director of Finance
Reviewed and approved:

Damien R. Arrula
City Administrator
ott- Gr _
Attachments:

1. Public Works Agreement with M.S. Construction Management Group

2. Amendment No. 2 to Art Cooperative Agreement

3. Budget Amendment Resolution No. R-2023-44

CITY OF PLACENTIA

PUBLIC WORKS AGREEMENT FOR
M.S. CONSTRUCTION MANAGEMENT GROUP
THIS AGREEMENT (herein "Agreement"), is made and entered into this 20th day of June, 2023 by and between the CITY OF PLACENTIA, a municipal corporation and charter city, (herein "City") and M.S. CONSTRUCTION MANAGEMENT GROUP (herein "Contractor"). The parties hereto agree as follows:

WITNESSETH:

A. WHEREAS, City requires the construction of the Placentia Art Sculpture Pedestal las set forth more fully in this Agreement.

B. WHEREAS, Contractor represents to City that Contractor is qualified to perform said work and has submitted a proposal to City for the same.

C. WHEREAS, City desires to have Contractor perform said services on the terms and conditions set forth herein.

D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Contractor hereby agree as follows:

1.0 DEFINITIONS

1.1 Definitions. As used in this Agreement, the following definitions shall be applicable:
(a) Contractor. Contractor shall mean M.S. CONSTRUCTION MANAGEMENT GROUP. a California corporation, located at 32565B Golden Lantern #475 Dana Point, CA 926292
(b) City. City shall mean the City of Placentia, a Municipal Corporation and Charter City, located at 401 E. Chapman, Placentia, California 92870.
(c) City Council. City Council shall mean the City Council of the City of Placentia.
(d) Contract Officer shall mean the person designated by the City Administrator or City Engineer of City and shall have the duties set forth in Section 5.2.
(e) Services. Services shall mean the services to be performed by the Contractor pursuant to this Agreement.
1 (f)
Satisfactory. Satisfactory shall mean satisfactory to the City Administrator or his/her designee.

2.0 SERVICES OF CONTRACTOR

2.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended.

2.2 Documents Included in Contract. This contract consists of this Agreement and any Exhibits, which are incorporated herein by this reference. In the event of an inconsistency, the terms of this Agreement shall govern.

2.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered, including but not limited to, the claims procedure set forth in Public Contract Code Section 9204, a summary of which is attached to this agreement as Exhibit "E."

2.4 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement, including registration with the Department of Industrial Relations of the State of California as required by Labor Code Section 1725.5 before commencing performance under this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder.

Contractor shall be responsible for all subcontractors' compliance with this Section 2.4.

2.5 Familiarity with Work.By executing this Contract, Contractor warrants that Contractor (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer.

2.6 Standard of Performance. Contractor, its subcontractors and their employees, in the performance of Contractor's work under this Agreement shall be responsible for 2 exercising the degree of skill and care required by customarily accepted good professional practices and procedures used in the Contractor's field.

Any costs for failure to meet the foregoing standard or to correct otherwise defective work that requires re -performance of the work, shall be borne in total by the Contractor and not by the City. The failure of a project to achieve the performance goals and objectives stated in this Agreement is not a basis for requesting re -performance unless the work conducted by Contractor and/or its subcontractors is deemed by the City to have failed the foregoing standard of performance.

In the event Contractor fails to perform in accordance with the above standard:

1. Contractor will re -perform, at its own expense, any task which was not performed to the reasonable satisfaction of City. Any work re -performed pursuant to this paragraph shall be completed within the time limitations originally set forth for the specific task involved.

Contractor shall work any overtime required to meet the deadline for the task at no additional cost to the City;

2. The City shall provide a new schedule for the re -performance of any task pursuant to this paragraph in the event that re -performance of a task within the original time limitations is not feasible; and

3. The City shall have the option to direct Contractor not to re -perform any task which was not performed to the reasonable satisfaction of the City Project Manager pursuant to application of (1) and (2) above. In the event the City directs Contractor not to re - perform a task, the City shall negotiate a reasonable settlement for satisfactory work performed. No previous payment shall be considered a waiver of the City's right to reimbursement.

Nothing contained in this section is intended to limit any of the rights or remedies which the City may have under law.

2.7 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence.

2.8 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. Contractor shall require all subcontractors to comply with the provisions of this agreement.

2.9 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum as set forth in Section

3.1, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of twenty five percent (25%) or less of 3 the Contract Sum, or in the time to perform of one hundred eighty (180) days or less may be approved by the Contract Officer. Any increases, taken either separately or cumulatively, that result in the Contract Sum exceeding $25,000 must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore.

2.10 Prevailing Wage Laws. Contractor represents and warrants that it is registered with the Department of Industrial Relations pursuant to SB 854 and Labor Code 1725.5.

Contractor shall ensure that its subcontractors comply with said requirements. In accordance with Labor Code Section 1770 et seq., the Director of the Department of Industrial Relations of the State of California has ascertained a general prevailing rate of wages, which is the minimum amount, which shall be paid to all workers employed to perform the work pursuant to this Agreement. A copy of the general prevailing wage rate determination is on file in the Office of the City Clerk and is hereby incorporated by reference into this Agreement. In accordance with the provisions of Labor Code Section 1810 et seq., eight (8) hours is the legal working day. Contractor must forfeit to the City Twenty Five Dollars ($25.00) a day for each worker who works in excess of the minimum working hours when Contractor does not pay overtime. Contractor is required to post a copy of such wage rates at all times at the contract site. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Contractor also shall comply with State law requirements to maintain payroll records and shall provide for certified records and inspection of records as required by California Labor Code Section 1770 et. seq., including Section 1776. Contractor shall comply with all statutory requirements relating to the employment of apprentices.

3.0 COMPENSATION

3.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated as specified herein, but not exceeding the maximum contract amount of Three Hundred Ninety Eight Thousand, Four Hundred Dollars ($398,400.00) (herein "Contract Sum"), except as provided in Section 2.9. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings.

3.2 Progress Payments. Prior to the first day of the month, during the progress of the work, commencing on the day and month specified in the Agreement, Contractor shall submit to the Contract Officer a complete itemized statement of all labor and materials incorporated into the work during the preceding month and the portion of the contract sum applicable thereto. Upon approval in writing by the Contract Officer, payment shall be made in thirty (30) days. City shall pay Contractor a sum based upon ninety-five percent (95%) of the contract price apportionment of the labor and materials incorporated into the work under the contract during the month covered by said statement. The remaining five percent (5%) thereof shall be retained as performance security. Refer to Section 8.4 of this Agreement for retention of funds.
4 4.0 PERFORMANCE SCHEDULE

4.1 Time of Essence. Time is of the essence in the performance of this Agreement.

4.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "B", and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Scope of Services may be approved in writing by the Contract Officer.

4.3 Force Ma'eure. The time period(s) specified in the Scope of Services for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes for the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement.

4.4 Term. Unless earlier terminated in accordance with Section 8.9 of this Agreement, this Agreement shall continue in full force and effect until final approval and acceptance of the project by the Contract Officer. Notwithstanding the foregoing, this Agreement shall terminate no later than June 20, 2025, unless the parties mutually agree in writing to extend the term.

5.0 COORDINATION OF WORK

5.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Mike Saghafi, President
It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder.

For purposes of this Agreement, the foregoing principals may not be replaced, nor may their responsibilities be substantially reduced by Contractor without the express written approval of City.

5.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Administrator or City Engineer of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions that must be made by City to the Contract Officer.

Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 5 5.3 Prohibition Against Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

5.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its subcontractors, agents or employees, performs the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, subcontractors, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its subcontractors, agents or employees are agents or employees of City.

City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venture or a member of any joint enterprise with Contractor.

5.5 Identity of Persons Performing Work. Contractor represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all tasks and services set forth herein. Contractor represents that the tasks and services required herein will be performed by Contractor or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services.

5.6 Utility Relocation. City is responsible for removal, relocation, or protection of existing main or trunkline utilities to the extent such utilities were not identified in the invitation for bids or specifications. City shall reimburse contractor for any costs incurred in locating, repairing damage not caused by contractor and removing or relocating such unidentified utility facilities, including equipment idled during such work. Contractor shall not be assessed liquidated damages for delay arising from the removal or relocation of such unidentified utility facilities.

5.7 Trenches or Excavations. Pursuant to California Public Contract Code Section 7104, in the event the work included in this Agreement requires excavations more than four (4) feet in depth, the following shall apply.
(a) Contractor shall promptly, and before the following conditions are disturbed, notify City, in writing, of any: (1) material that Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class I II disposal site in accordance with provisions of existing law; (2) Subsurface or latent physical conditions at the site different from those indicated; or (3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily 6 encountered and generally recognized as inherent in work of the character provided for in the contract.
(b) City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work shall issue a change order per Section 2.9 of this Agreement.
(c) That, in the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused form any scheduled completion date provided for by the contract, but shall proceed with all work to be performed under the contract. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties.

6.0 INSURANCE, INDEMNIFICATION AND BONDS

6.1 Insurance. The Contractor and all subcontractors, if any, shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, insurance as set forth in Exhibit "C" attached hereto and incorporated herein by this reference.

Conditions:

In accordance with Public Contract Code Section 20170, the insurance of surety companies who provide or issue the policy shall have been admitted to do business in the State of California with a credit rating of A- or better.

This insurance shall not be canceled, limited in scope or coverage or non -renewed until after thirty (30) days prior written notice has been given to the Community Development Director, City of Placentia, 401 E. Chapman Ave., Placentia, California 92870.

Any insurance maintained by the City of Placentia shall apply in excess of and not combined with insurance provided by this policy.

The City of Placentia, its officers, employees, representatives, attorneys, and volunteers shall be named as additional named insureds.

Prior to commencement of any work under this contract, Contractor shall deliver to the City insurance endorsements confirming the existence of the insurance required by this contract, and including the applicable clauses referenced above.

Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signator's company affiliation and title. Should it be deemed necessary by the City, it shall be Contractor's responsibility to see that the City receives documentation, acceptable to the City, which sustains that the individual signing said endorsements is indeed authorized to do so by the insurance company. 7 If the Contractor fails to maintain the aforementioned insurance, or secure and maintain the aforementioned endorsement, the City may obtain such insurance, and deduct and retain the amount of the premiums for such insurance from any sums due under the agreement. However, procuring of said insurance by the City is an alternative to other remedies the City may have, and is not the exclusive remedy for failure of Contractor to maintain said insurance or secure said endorsement. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which became due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof.

Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement.

Each contract between the Contractor and any subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section 6.1.

6.2 Certificates of Insurance. Contractor shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached to this Agreement as Exhibit "D", and are incorporated herein by this reference.

6.3 Indemnification. Contractor shall defend, indemnify, hold free and harmless the City of Placentia, its elected and appointed officials, officers, agents and employees, at Contractor's sole expense, from and against any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising or alleged to arise out of or in connection with the performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising or alleged to arise from the negligent acts or omissions of Contractor hereunder, or arising or alleged to arise from Contractor's performance of or failure to perform any term, provision, covenant or condition of this Agreement. (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith. (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising or alleged to arise out of or in connection with Contractor's (or its agents', employees', subcontractors' or invitees') negligent performance of or failure to perform such work, operations or activities hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom.
8 (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising or alleged to arise out of or in connection with the performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor shall pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees for counsel selected by City. (d) Contractor's duty to defend and indemnify as set out in this Section 6.3 shall include any claims, liabilities, obligations, losses, demands, actions, penalties, suits, costs, expenses or damages or injury to persons or property arising or alleged to arise from, in connection with, as a consequence of or pursuant to any state or federal law or regulation regarding hazardous substances, including but not limited to the Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA"), Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), Resource Conservation and Recovery Act of 1976 ("RCRA"), the Hazardous and Solid Waste Amendments of 1984, the Hazardous Material Transportation Act, the Toxic Substances control Act, the Clean Air Act, the Clean Water Act, the California Hazardous Substance Account Act, the California Hazardous Waste Control Law or the Porter -Cologne Water Quality Control Act, as any of those statutes may be amended from time to time.

Notwithstanding the foregoing, Contractor shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City.

The Contractor's indemnification obligations pursuant to this Section 6.3 shall survive the termination of this Agreement. Contractor shall require the same indemnification from all subcontractors.

6.4 Labor and Materials and Performance Bonds. Concurrently with execution of this Agreement, Contractor shall deliver to City a labor and materials bond and a performance bond each in the sum of the amount of this Agreement, in the forms provided by the City Clerk, which secures the faithful performance of this Agreement. The bonds shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bonds shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement.

6.5 Sufficiency of Insurer or Surety. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City due to unique circumstances. In the event the Senior Management Analyst of City ("Senior Management Analyst") determines that the work or services to be performed under this Agreement creates an increased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies required by this Section 6 may be changed accordingly upon receipt of written notice from the Senior Management Analyst; provided that the Contractor shall have the right to appeal a determination of increased coverage by the Senior 9 Management Analyst to the City Council of City within ten (10) days of receipt of notice from the Senior Management Analyst.

6.6 Substitution of Securities. Pursuant to California Public Contract Code Section 22300, substitution of eligible equivalent securities for any monies withheld to ensure performance under the contract for the work to be performed will be permitted at the request and expense of the successful bidder.

7.0 RECORDS AND REPORTS

7.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement.

For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.

7.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records (including but not limited to payroll records as required herein) as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required.

7.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.

7.4 Public Records Act Disclosure. Contractor has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Contractor, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.).

Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Contractor informs City of such trade secret. The City will endeavor to maintain as confidential 10 all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

8.0 GENERAL PROVISIONS

8.1 Governing Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California.

Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

8.2 Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

The Principal set forth in Section 5.1 above shall be the representative for Contractor for purposes of this Agreement, and shall be authorized to issue all consents, approvals, directives and agreements on behalf of Contractor called for by this Agreement, except as otherwise expressly provided in this Agreement.

8.3 Disputes. In the event either party fails to perform its obligations hereunder, the nondefaulting party shall provide the defaulting party written notice of such default. The defaulting party shall have ten (10) days to cure the default; provided that, if the default is not reasonably susceptible to being cured within said ten (10) day period, the defaulting party shall have a reasonable time to cure the default, not to exceed a maximum of thirty (30) days, so long as the defaulting party commences to cure such default within ten (10) days of service of such notice and diligently prosecutes the cure to completion; provided further that if the default is an immediate danger to the health, safety and general welfare, the defaulting party shall take such immediate action as may be necessary. Notwithstanding the foregoing, the nondefaulting party may, in its sole and absolute discretion, grant a longer cure period. Should the defaulting party fail to cure the default within the time period provided in this Section, the nondefaulting party shall have the right, in addition to any other rights the nondefaulting party may have at law or in equity, to terminate this Agreement. Compliance with the provisions of this Section 8.3 shall be a condition precedent to bringing any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured.

8.4 Retention of Funds. Progress payments shall be made in accordance with the provisions of Section 3.2 of this Agreement. In accordance with said section, City shall pay Contractor a sum based upon ninety-five percent (95%) of the contract price apportionment of the labor and materials incorporated into the work under the contract during the month covered by said statement. The remaining five percent (5%) thereof shall be retained as performance security to be paid to the Contractor within sixty (60) days after final acceptance of the work by the City Council, after Contractor shall have furnished City with a release of all undisputed contract amounts if required by City. In the event there are any claims specifically excluded by Contractor from the operation of the release, the City may retain proceeds (per Public Contract Code 7107) of up to 150% of the amount in dispute. City's failure to deduct or withhold shall not affect Contractor's obligations hereunder.
11 8.5 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

8.6 Rights and Remedies. Rights and Remedies are cumulative except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

8.7 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

8.8 Licuidated Damages.Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City Five Hundred Dollars ($500) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Scope of Services (Exhibit A) or Schedule of Performance (Exhibit B). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages.

8.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, Contractor shall vacate any City owned property which Contractor is permitted to occupy hereunder and City may, after compliance with the provisions of Section 8.3, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of setoff or partial payment of the amounts owed the City as previously stated.

8.10 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and shall be deemed to be given when served personally or deposited in the US Mail, prepaid, first-class mail, return receipt requested, addressed as follows:

To City: City of Placentia
401 E. Chapman Ave
Placentia, California 92870
Attn: Luis Estevez, Deputy City Administrator
To Contractor: M.S. Construction Management Group
Mike Saghafi
President
12 32565B Golden Lantern #475
Dana Point, CA 92629

8.11 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.12 Conflict of Interest. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

Contractor and its officers, employees, associates and subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to Contractor's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Contractor and its officers, employees, associates and subcontractor shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Contractor is not currently performing work that would require Contractor or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

8.13 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement.

To the extent required by law, contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry.

8.14 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

8.15 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

8.16 Hiring of Illegal Aliens Prohibited. Contractor shall not hire or employ any person to perform work within the City of Placentia or allow any person to perform work required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Further, Contractor shall comply with the following:
13 (a) Unauthorized Aliens. Contractor hereby represents and warrants that it will comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of any work and/or services under this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to reimburse City for any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, or penalties which arise out of or are related to such employment, together with any and all costs, including attorneys' fees, incurred by City.
(b) E -Verify. If Contractor is not already enrolled in the U.S. Department of Homeland Security's E -Verify program, Contractor shall enroll in the E -Verify program within fifteen (15) days of the effective date of this Agreement to verify the employment authorization of employees assigned to perform work hereunder. Contractor shall verify employment authorization within three (3) days of hiring a new employee to perform work under this Agreement.

Information pertaining to the E -Verify program can be found at http://www.uscis.gov , or access the registration page at https://e- verify.uscis.gov/enroll. Contractor shall certify its registration with E -Verify and provide City its registration number within sixteen days of the effective date of this Agreement. Failure to provide certification will result in withholding payment until full compliance is demonstrated.

8.17 Unfair Business Practices Claims. In entering into a public works contract or a subcontract to supply goods, services or materials pursuant to a public works contract, the contractor or subcontractor offers and agrees to assign to the awarding body 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 Business and Professions Code), arising from purchases of goods, services or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body renders final payment to the contractor without further acknowledgment by the parties. (Sec. 7103.5, California Public Contract Code).

8.18 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.

8.19 PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
14 Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

8.20 Cooperation. In the event any claim or action is brought against City relating to Contractor's performance or services rendered under this Agreement, Contractor shall render any reasonable assistance and cooperation which City might require.

8.21 Legal Responsibilities. The Contractor shall keep itself informed of City, State, and Federal laws, ordinances and regulations, which may in any manner affect the performance of its services pursuant to this Agreement. The Contractor shall at all times observe and comply with all such laws, ordinances and regulations. Neither the City, nor its officers, agents, or employees shall be liable at law or in equity as a result of the Contractor's failure to comply with this section.

8.22 Termination for Convenience. The City may terminate this Agreement without cause for convenience of the City upon giving contractor 30 days prior written notice of termination of the Agreement. Upon receipt of the notice of termination the Contractor shall cease all further work pursuant to the Agreement. Upon such termination by the City the Contractor shall not be entitled to any other remedies, claims, actions, profits, or damages except as provided in this paragraph. Upon the receipt of such notice of termination Contractor shall be entitled to the following compensation:

1. The contract value of the work completed to and including the date of receipt of the notice of termination, less the amount of progress payments received by contractor.

2. Actual move -off costs including labor, rental fees, equipment transportation costs, the costs of maintaining on -site construction office for supervising the mover -off.

3. The cost of materials custom made for this Agreement which cannot be used by the Contractor in the normal course of his business, and which have not been paid for by City in progress payments.

4. All costs shall not include any markups as might otherwise be allowed by any plans or specifications which were a part of the Agreement.

The provisions of this paragraph shall supersede any other provision of the Agreement or any provision of any plans, specification, addendums or other documents which are or may become a part of this Agreement. City and Contractor agree that the provisions of this paragraph are a substantive part of the consideration for this Agreement.

8.23 Responsibility for Errors. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary 15 design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

8.24 Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.

8.25 Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

8.26 No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

8.27 Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

8.28 Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

8.29 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

8.30 Funding Source Conditions — Contractor's Obligation. Contractor acknowledges that the City may be paying for the Project by using funds it receives or will receive from various funding sources in the form of grants and/or subsidies, and the like under certain terms and conditions. Contractor acknowledges and agrees that any failure of the Contractor and/or its subcontractors to perform its obligations under the Contract, including, but not limited to, timely submitting accurate reports and records, that in any way results in the City not meeting the terms and conditions placed on the funds by the funding source, or forfeiting its entitlement to or, otherwise, not receiving, the funds, then the Contractor shall be liable to pay the City for the funds not granted to the City on the Project.

8.31 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any 16 inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above.

ATTEST:

CITY OF PLACENTIA,
A municipal corporation and Charter City
Date:

Damien R. Arrula, City Administrator
ATTEST:

Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:

CONTRACTOR
Date:

Signature
Name and Title
Social Security or Taxpayer ID Number
Date:

Christian L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:

Date:

Rosanna Ramirez, Deputy City Administrator
APPROVED AS TO CONTENT:
17 Date:

Luis Estevez, Deputy City Administrator

DEPARTMENTAL APPROVAL
Date:

Luis Estevez, Deputy City Administrator
18