Agenda packet — Placentia City Council, November 19, 2024 (part 3 of 4)

pharmaceuticals committed by, or with the
knowledge or consent of, the insured.

5. The following is added to the DEFINITIONS
Section:
"Incidental medical services" means:
a. Medical, surgical, dental, laboratory, x-ray
or nursing service or treatment, advice or
instruction, or the related fumishing of
food or beverages; or
b. The furnishing or dispensing of drugs or
medical, dental, or surgical supplies or
appliances.

6. The following is added to Paragraph 4.b.,
Excess Insurance, of SECTION IV —

COMMERCIAL GENERAL LIABILITY
CONDITIONS:

This insurance is excess over any valid and
collectible other insurance, whether primary,
excess, contingent or on any other basis, that
is available to any of your "employees" for
"bodily injury" that arises out of providing or
failing to provide "incidental medical services"
to any person to the extent not subject to
Paragraph 2.a.(1) of Section 11 — Who Is An
Insured.

D. BLANKET WAIVER OF SUBROGATION
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — COMMERCIAL GENERAL
LIABILITY CONDITIONS:

If the insured has agreed in a contract or
agreement to waive that insured's right of
recovery against any person or organization, we
waive our right of recovery against such person or
organization, but only for payments we make
because of:
a. "Bodily injury" or "property damage" that
occurs; or
b. "Personal and advertising injury" caused by
an offense that is committed;
subsequent to the execution of the contract or
agreement.

E. CONTRACTUAL LIABILITY — RAILROADS

1. The following replaces Paragraph c. of the
definition of "insured contract" in the
DEFINITIONS Section:
c. Any easement or license agreement;
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2. Paragraph f.(1) of the definition of "insured
contract" in the DEFINITIONS Section is
deleted.

F. DAMAGE TO PREMISES RENTED TO YOU
The following replaces the definition of "premises
damage" in the DEFINITIONS Section:

Premises damage" means "property damage" to:

COMMERCIAL GENERAL LIABILITY
a. Any premises while rented to you or
temporarily occupied by you with permission
of the owner; or
b. The contents of any premises while such
premises is rented to you, if you rent such
premises for a period of seven or fewer
consecutive days.

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257

Roy Allan Slurry Seal, Inc.

POLICY NUMBER: 81 o -3S280586 -24-26-G

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - PRIMARY AND

NON-CONTRIBUTORY WITH OTHER INSURANCE -

CONTRACTORS
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

PROVISIONS

1. The following is added to Paragraph c. in A.1.,
Who Is An Insured, of SECTION II — COVERED
AUTOS LIABILITY COVERAGE:

This includes any person or organization who you
are required under a written contract or
agreement, that is signed by you before the
"bodily injury" or "property damage" occurs and
that is in effect during the policy period, to name
as an additional insured for Covered Autos
Liability Coverage, but only for damages to which
this insurance applies and only to the extent of
that person's or organization's Liability for the
conduct of another "insured".

2. The following is added to Paragraph B.5., Other
Insurance of SECTION P1 — BUSINESS AUTO
CONDITIONS:

Regardless of the provisions of paragraph a. and
paragraph d. of this part 5. Other Insurance, this
insurance is primary to and non-contributory with
applicable other insurance under which an
additional insured person or organization is a
named insured when a written contract or
agreement with you, that is signed by you before
the "bodily injury" or "property damage" occurs
and that is in effect during the policy period,
requires this insurance to be primary and non-
contributory.

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258

810 -3S280586 -24-26-G
Roy Allan Slurry Seal, Inc.

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESS AUTO EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

BROAD FORM NAMED INSURED

BLANKET ADDITIONAL INSURED

EMPLOYEE HIRED AUTO

EMPLOYEES AS INSURED
SUPPLEMENTARY PAYMENTS — INCREASED
LIMITS
HIRED AUTO — LIMITED WORLDWIDE
COVERAGE — INDEMNITY BASIS
G. WAIVER OF DEDUCTIBLE — GLASS

PROVISIONS
A. BROAD FORM NAMED INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II — LIABILITY
COVERAGE:

Any organization you newly acquire or form
during the policy period over which you maintain
50% or more ownership interest and that is not
separately insured for Business Auto Coverage.

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. BLANKET ADDITIONAL INSURED
The following is added to Paragraph c. in A.1.,
Who Is An Insured, of SECTION II — LIABILITY
COVERAGE:

This includes any person or organization who you
are required under a written contract or
agreement between you and that person or
organization, that is signed by you before the
"bodily injury" or "property damage" occurs and
that is in effect during the policy period, to name
H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF
USE — INCREASED LIMIT
I. PHYSICAL DAMAGE — TRANSPORTATION
EXPENSES — INCREASED LIMIT
J. PERSONAL EFFECTS
K. AIRBAGS
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
M. BLANKET WAIVER OF SUBROGATION
N. UNINTENTIONAL ERRORS OR OMISSIONS
as an additional insured for Liability Coverage,
but only for damages to which this insurance
applies and only to the extent of that person's or
organization's liability for the conduct of another
"insured".

C. EMPLOYEE HIRED AUTO

1. The following is added to Paragraph A.1.,
Who Is An Insured, of SECTION II —
LIABILITY COVERAGE:

An "employee" of yours is an "insured" while
operating an "auto" hired or rented under a
contract or agreement in that "employee's"
name, with your permission, while performing
duties related to the conduct of your
business.

2. The following replaces Paragraph b. in B.5.,
Other Insurance, of SECTION IV —
BUSINESS AUTO CONDITIONS:
b. For Hired Auto Physical Damage
Coverage, the following are deemed to be
covered "autos" you own:

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Page 1 of 4 ends

259

COMMERCIAL AUTO
(1) Any covered "auto" you lease, hire,
rent or borrow; and
(2) Any covered "auto" hired or rented by
your "employee" under a contract in
that individual "employee's" name,
with your permission, while
performing duties related to the
conduct of your business.

However, any "auto" that is leased, hired,
rented or borrowed with a driver is not a
covered "auto".

D. EMPLOYEES AS INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II — LIABILITY
COVERAGE:

Any "employee" of yours is an "insured" while
using a covered "auto" you don't own, hire or
borrow in your business or your personal affairs.

E. SUPPLEMENTARY PAYMENTS — INCREASED
LIMITS

1. The following replaces Paragraph A.2.a.(2),
of SECTION II — LIABILITY COVERAGE:
(2) Up to $3,000 for cost of bail bonds
(including bonds for related traffic law
violations) required because of an
"accident" we cover. We do not have to
furnish these bonds.

2. The following replaces Paragraph A.2.a.(4),
of SECTION II — LIABILITY COVERAGE:
(4) All reasonable expenses incurred by the
"insured" at our request, including actual
loss of earnings up to $500 a day
because of time off from work.

F. HIRED AUTO — LIMITED WORLDWIDE
COVERAGE — INDEMNITY BASIS
The following replaces Subparagraph e. in
Paragraph B.7., Policy Term, Coverage
Territory, of SECTION IV — BUSINESS AUTO
CONDITIONS:
e. Anywhere in the world, except any country or
jurisdiction while any trade sanction,
embargo, or similar regulation imposed by the
United States of America applies to and
prohibits the transaction of business with or
within such country or jurisdiction, for Liability
Coverage for any covered "auto" that you
lease, hire, rent or borrow without a driver for
a period of 30 days or less and that is not an
"auto" you lease, hire, rent or borrow from
any of your "employees", partners (if you are
a partnership), members (if you are a limited

Page 2 of 4 ends

liability company) or members of their
households.
(1) With respect to any claim made or "suit"
brought outside the United States of
America, the territories and possessions
of the United States of America, Puerto
Rico and Canada:
(a) You must arrange to defend the
"insured" against, and investigate or
settle any such claim or "suit" and
keep us advised of all proceedings
and actions.
(b) Neither you nor any other involved
"insured" will make any settlement
without our consent.
(c) We may, at our discretion, participate
in defending the "insured" against, or
in the settlement of, any claim or
"suit".
(d) We will reimburse the "insured":
(i)
For sums that the "insured"
legally must pay as damages
because of "bodily injury" or
"property damage" to which this
insurance applies, that the
"insured" pays with our consent,
but only up to the limit described
in Paragraph C., Limit Of
Insurance, of SECTION II —
LIABILITY COVERAGE;
(ii) For the reasonable expenses
incurred with our consent for your
investigation of such claims and
your defense of the "insured"
against any such "suit", but only
up to and included within the limit
described in Paragraph C., Limit
Of Insurance, of SECTION 11 —
LIABILITY COVERAGE, and not
in addition to such limit. Our duty
to make such payments ends
when we have used up the
applicable limit of insurance in
payments for damages,
settlements or defense expenses.
(2) This insurance is excess over any valid
and collectible other insurance available
to the "insured" whether primary, excess
contingent or on any other basis.
(3) This insurance is not a substitute for
required or compulsory insurance in any
country outside the United States, its
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territories and possessions, Puerto Rico
and Canada.

You agree to maintain all required or
compulsory insurance in any such
country up to the minimum limits required
by local law. Your failure to comply with
compulsory insurance requirements will
not invalidate the coverage afforded by
this policy, but we will only be liable to the
same extent we would have been liable
had you complied with the compulsory
insurance requirements.
(4) It is understood that we are not an
admitted or authorized insurer outside the
United States of America, its territories
and possessions, Puerto Rico and
Canada. We assume no responsibility for
the furnishing of certificates of insurance,
or for compliance in any way with the
laws of other countries relating to
insurance.

G. WAIVER OF DEDUCTIBLE — GLASS
The following is added to Paragraph D.,
Deductible, of SECTION III - PHYSICAL
DAMAGE COVERAGE:

No deductible for a covered "auto" will apply to
glass damage if the glass is repaired rather than
replaced.

H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF

USE - INCREASED UMIT
The following replaces the last sentence of
Paragraph A.4.b., Loss Of Use Expenses, of

SECTION III - PHYSICAL DAMAGE
COVERAGE:

However, the most we will pay for any expenses
for loss of use is $65 per day, to a maximum of
$750 for any one "accident".

I. PHYSICAL DAMAGE - TRANSPORTATION

EXPENSES - INCREASED UMIT
The following replaces the first sentence in
Paragraph A.4.a., Transportation Expenses, of

SECTION III - PHYSICAL DAMAGE
COVERAGE:

We will pay up to $50 per day to a maximum of
$1,500 for temporary transportation expense
incurred by you because of the total theft of a
covered "auto" of the private passenger type.

J. PERSONAL EFFECTS
The following is added to Paragraph A.4.,
Coverage Extensions, of SECTION III -
PHYSICAL DAMAGE COVERAGE:

COMMERCIAL AUTO
Personal Effects
We will pay up to $400 for "loss" to wearing
apparel and other personal effects which are:
(1) Owned by an "insured"; and
(2) In or on your covered "auto".

This coverage applies only in the event of a total
theft of your covered "auto".

No deductibles apply to this Personal Effects
coverage.

K. AIRBAGS
The following is added to Paragraph B.3.,
Exclusions, of SECTION III - PHYSICAL
DAMAGE COVERAGE:

Exclusion 3.a. does not apply to "loss" to one or
more airbags in a covered "auto" you own that
inflate due to a cause other than a cause of "loss"
set forth in Paragraphs A.1.b. and A.1.c., but
only:
a. If that "auto" is a covered "auto" for
Comprehensive Coverage under this policy;
b. The airbags are not covered under any
warranty; and
c. The airbags were not intentionally inflated.

We will pay up to a maximum of $1,000 for any
one "loss".

L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
The following is added to Paragraph A.2.a., of
SECTION IV — BUSINESS AUTO CONDITIONS:

Your duty to give us or our authorized
representative prompt notice of the "accident" or
"loss" applies only when the "accident" or "loss" is
known to:
(a) You (if you are an individual);
(b) A partner (if you are a partnership);
(c) A member (if you are a limited liability
company);
(d) An executive officer, director or insurance
manager (if you are a corporation or other
organization); or
(e) Any "employee" authorized by you to give
notice of the "accident" or "loss".

M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.5., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV - BUSINESS AUTO
CONDITIONS:

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261

COMMERCIAL AUTO

5. Transfer Of Rights Of Recovery Against
Others To Us
We waive any right of recovery we may have
against any person or organization to the
extent required of you by a written contract
signed and executed prior to any "accident"
or "loss", provided that the "accident" or "loss"
arises out of operations contemplated by
such contract. The waiver applies only to the
person or organization designated in such
contract.

N. UNINTENTIONAL ERRORS OR OMISSIONS
The following is added to Paragraph B.2.,
Concealment, Misrepresentation, Or Fraud, of
SECTION IV — BUSINESS AUTO CONDITIONS:

The unintentional omission of, or unintentional
error in, any information given by you shall not
prejudice your rights under this insurance.

However this provision does not affect our right to
collect additional premium or exercise our right of
cancellation or non -renewal.

Page 4 of 4 ends

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262

TRAVELERSJ

ONE TOWER SQUARE
HARTFORD CT 06183

WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 03 76 ( A) - 001
POLICY NUMBER:

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS

ENDORSEMENT - CALIFORNIA
(BLANKET WAIVER)
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.

The additional premium for this endorsement shall be 2.00 % of the California workers' compensation pre- mium.

Schedule
Person or Organization Job Description

ANY PERSON OR ORGANIZATION FOR

WHICH THE INSURED HAS AGREED

BY WRITTEN CONTRACT EXECUTED

PRIOR TO LOSS TO FURNISH THIS
WAIVER.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective 07/01/2024 Policy No. UB -5Y063159 -24-26-G Endorsement No.

Insured Roy Allan Slurry Seal, Inc. . Premium
Insurance Company Countersigned by
DATE OF ISSUE:

ST ASSIGN: Page 1 of 1
263
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CITY OF PLACENTIA

PUBLIC WORKS AGREEMENT FOR THE
FY 2023-24 RESIDENTIAL STREETS SLURRY SEAL PROJECT
THIS AGREEMENT (herein "Agreement") is made and entered into this 19th. day of November 2024 by and between the CITY OF PLACENTIA, a municipal corporation and charter city, (herein "City") and ROY ALLAN SLURRY SEAL INC. (herein "Contractor"). The parties hereto agree as follows:

WIT NESSETH:

A. WHEREAS, City requires the construction of residential street improvements as 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 Roy Allan Slurry Seal Inc. a (California corporation, partnership, individual) located at 12643 Emmens Way Santa Fe Springs, CA 90670.
(b) City. City shall mean the City of Placentia, a Municipal Corporation and Charter City, located at 401 E. Chapman Ave., Placentia, California 92870. (c) City Council. City Council shall mean the City Council of the City of Placentia.
(d) Contract Officer. 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.
1 264

(e) Services. Services shall mean the services to be performed by the Contractor pursuant to this Agreement.
(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 Tight 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 Contractors risk until written instructions are received from the Contract Officer.
2 265

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 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:

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 3 266

approval of the Contractor. Any increase in compensation of ten percent (10%) or less of the Contract Sum, or in the time to perform of one hundred eighty (180) days or less, may be approved by the Contract Officer. 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 as required by SB 854 and Labor Code 1725.5 and understands that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractor shall ensure that its subcontractors comply with said requirements. Contractor shall comply with Labor Code Section 1771.4 and shall post all legally required job site notices. 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

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 Proaress 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. 4 267

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 Maieure. 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 November 19, 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:

Roy Allan Slurry Seal Inc.

ATTN: Lawrence Allan
12643 Emmens Way
Santa Fe Springs, CA 90670
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 5 268

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.

5.3 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 III disposal site in accordance with provisions of existing law; (2) Subsurface or latent physical conditions at the site different from 6 269

those indicated; or (3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily 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 from 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.

The City of Placentia, its officers, officials, employees, agents, and volunteers shall be named as additional 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 as set forth in Exhibit "C" attached hereto and incorporated herein by this reference.

Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signatory'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.

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 7 270

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, as well as providing the City with the required endorsements, 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 protect, defend, indemnify, and hold free and harmless the City of Placentia, its officers, officials, employees, agents, and volunteers, 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 any way connected 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 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 including all acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of the Contractor, its employees, and/or subcontractors. (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, officials, employees, agents, or volunteers 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, officials, employees, agents, and volunteers harmless therefrom. (c) In the event the City, its officers, officials, employees, agents, or volunteers are 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 8 271

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, officials, employees, agents, or volunteers any and all costs and expenses incurred by the City, its officers, officials, employees, agents, or volunteers 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's Key Rating Guide or in the Federal Register, and only if they are of a Financial Size Category Class VII or larger, unless such requirements are waived by the Risk Manager of the City due to unique circumstances. In the event the Project Manager and Risk Manager determine 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 Project Manager provided that the Contractor shall have the right to appeal a determination of increased coverage by the Project Manager to the City Council of City within ten (10) days of receipt of notice from the Project Manager.
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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 7920.000 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 7924.510, 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 10 273

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.
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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 Leaal 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 Liquidated 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 Four Thousand Two Hundred Dollars ($4,200.00) 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 U.S. Mail, prepaid, first-class mail, return receipt requested, addressed as follows:

To City:

To Contractor:

City of Placentia
401 E. Chapman Ave.

Placentia, California 92870
Attn. Gabriel Guerrero:

Roy Allan Slurry Seal Inc.

ATTN: Lawrence Allan
12643 Emmens Way
Santa Fe Springs, CA 90670
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8.11 Non -liability of City Officers and Emolovees. 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. Contractor's duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor's participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project, if any, have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Contractor pursuant to this Agreement.

8.13 Covenant Aaainst 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 Severabilitv. 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 Illeaal 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 13 276

Agreement unless such person is properly documented and legally entitled to be employed within the United States. Further, Contractor shall comply with the following:
(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 14 277

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.

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 15 278

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.

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 warrants that it is not suspended or debarred from doing business with the United States government and can legally be paid from federal funds. 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. 16 279

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 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
Jeremy Yamaguchi, Mayor
ATTEST:

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

CONTRACTOR:

Signature
Lawrence Allan / President
Name and Title
95-3297484
Social Security or Taxpayer ID Number
Christian L. Bettenhausen, City Attorney
17 Date:

Date: \ t/12-/2—+
Date:
280

APPROVED AS TO INSURANCE:

Krystle Murillo, Risk Manager
APPROVED AS TO CONTENT:

Gabriel Guerrero-Gabany, Senior Civil Engineer
DEPARTMENTAL APPROVAL:

Chris Tanio, Director of Public Works
18 Date:

Date:

Date:
281

Page 1 of 1 ends

(Use of City Form is Required)

SUPPLEMENTAL INFORMATION TO BE COMPLETED BY PRINCIPAL
If an individual, so state. If a firm or co -partnership, state the firm and give the names of all individual co-partners composing the partnership. If a Corporation, state legal name of corporation; state also the names of the president, secretary, treasurer and manager thereof.

Roy AIIan Slurry Seal, Inc.

Lawrence AIIan / President
Lance AIIan - Vice President & Secretary
Business Address:
12643 Emmens Way
Santa fe Springs, Ca. 90670
Telephone Number: 562-864-3363
Date: V12/2 -y'
Print Name: Lawrence AIIan
Pfincipal
Signature
Title President
282

Page 1 of 1 ends

(Use of City Form is Required)

TAX IDENTIFICATION NUMBER
The Tax Equity and Fiscal Responsibility Act of 1982 requires the payer (City of Placentia) to report to the Internal Revenue Service taxable payments to payees.

You (as a payee) are required by law to provide us with your Taxpayer Identification Number (if an individual or partnership, your Social Security Number). If you do not provide us with your correct identification number, you may be subject to a penalty imposed by the Internal Revenue Service. The payments subject to withholdings may include, but are not limited to, interest, dividends, or other payments the City of Placentia and/or the Placentia Redevelopment Agency made to you. Other payments may include rents, royalties, commissions and fees for service of non -employees.

If you are exempt from income tax, we are still required, by law, to maintain a Tax Identification Number on file. PLEASE PROVIDE YOUR TAX IDENTIFICATION NUMBER next to the appropriate listing below, sign, date and return to:

CITY OF PLACENTIA FINANCE DEPARTMENT
401 E. Chapman Ave.

Placentia, CA 92870
Exempt: Yes No X Telephone (562) 864-3363
CORPORATION: Roy Allan Slurry Seal, Inc.

U.S.A. OR ANY AGENCIES THEREOF.

IRS CODE #501 TAX-EXEMPT ORGANIZATION:

A NON-COMMISSIONED CITY OF PLACENTIA EMPLOYEE.

SOLE PROPRIETOR:

A PARTNERSHIP:

OTHER: (Explain)
Signature/Title: CfrAV1M--el v, v, Date: l 1% 1z./�9-
283

BID GUARANTEE

TO THE CITY OF PLACENTIA
PROJECT NO.

FY 2023-24 Residential Slurry
As a material inducement to the City to award the contract for Project No. Seal Project to Roy Allan Slurry Seal, Inc. , the undersigned ("Guarantor") has agreed to enter into this guarantee. The Guarantor hereby unconditionally guarantees to the fullest extent allowed by law the following work included in this project: ("the work").

Guarantor guarantees that the materials and equipment used by itself and its subcontractors will be free from defects and that the work will conform to the plans and specifications. Should any of the materials or equipment prove defective or should the work as a whole, or any part thereof, prove defective for any reason whatsoever (except due to intentional torts by the City), or should the work as a whole or any part thereof fail to operate properly or fail to comply with the plans and specifications, Guarantor will, at the City's sole election: 1) reimburse the City, upon written demand, for all of the City's expenses incurred replacing or restoring any such equipment or materials, including the cost of any work necessary to make such replacement or repairs; or 2) replace any such defective material or equipment and repair said work completely, all without any cost to the City. Guarantor further guarantees that any such repair work will conform to the plans and specifications for the project. This guarantee will remain in effect for five years from the date on which the contracted for work is accepted for use by the City.

Guarantor understands and agrees that the City shall have the unqualified option to make any replacements or repairs itself or to have such replacement, repair, performed by the undersigned.

The City shall have no obligation to consult with Guarantor before the City proceeds to perform any repair, replacement, or work itself. If the City elects to have Guarantor perform said repair, replacement, or work, Guarantor agrees that the repair, replacement, or work shall be performed within 15 days after receipt of a written demand from the City.

If the City elects to perform the replacement, repairs itself, Guarantor agrees to make reimbursement payment within 15 days after receipt of a written demand for payment from the City.

If the Guarantor fails or refuses to comply with this guarantee, the City shall be entitled to all costs and expenses, including attorneys and expert fees, reasonably incurred by reason of Guarantor's failure or refusal.

Guarantor
Contractor: Roy Allan Slurry Seal. Inc.

Title: President
Date: 1/IZ/2
284

STATEMENT OF NON COLLUSION BY CONTRACTOR
The undersigned who submits herewith to the City of Placentia a bid or proposal does hereby certify:
a. That all statements of fact in such bid or proposal are true. b. That such bid or proposal was not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation. c. That such bid or proposal is genuine and not collusive or sham. d. That said bidder has not, directly or indirectly by agreement, communication or conference with anyone, attempted to induce action prejudicial to the interest of the City of Placentia or of any other bidder or anyone else interested in the proposed procurement. e. Did not, directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham bid or proposal, or that anyone should refrain from bidding or withdraw his bid or proposal.
f. Did not in any manner, directly or indirectly seek by agreement, communication or conference with anyone to raise or fix the bid or proposal price of said bidder or of anyone else, or to raise or fix any overhead, profit or cost element of his bid or proposal price, or that of anyone else.

Did not, directly or indirectly, submit his bid or proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member agent thereof, or to any individual or group of individuals, except to the City of Placentia, or to any person or persons who have a partnership or their financial interest with said bidder in his business. h. Did not provide, directly or indirectly to any officer or employee of the City of Placentia any gratuity, entertainment, meals, or anything of value, whatsoever, which could be objectively construed as intending to invoke any form of reciprocation or favorable treatment. i. That no officer or principal of the undersigned firm is related to any officer or employee of the city by blood or marriage within the third degree or is employed, either full or part time, by the City of Placentia either currently or within the last two (2) years. j. That no officer or principal of the undersigned firm nor any subcontractor to be engaged by the principal has been convicted by a court of competent jurisdiction of any charge of fraud, bribery, collusion, conspiracy or any other act in violation of any State or Federal antitrust law in connection with the bidding upon award of, or performance of, any public work contract, with any public entity, within the last three years.
g.

I certify, under penalty of perjury under the laws of the State of California, that the foregoing is true and correct and that this certification was executed:

On VIZIL4— at Santa Fe Springs California.

Firm Roy Allan Slurry Seal, Inc. -AAS
12643 Emmens WayV (Signature)
Street Lawrence Allan / President
(Print Name & Title)
City Santa Fe Springs State Ca. Zip 90670
285

EXHIBIT A

SCOPE OF SERVICES
The general items of work consist of: Slurry Seal, Surface Preparation and Crack Seal, construct ARAM System I, construct full depth pavement reconstruction, curb and gutter, protecting existing utilities, signing, striping, markings, pavement legends and such other items or details, not mentioned above, that are required to complete the project.
286

EXHIBIT B

SCHEDULE OF PERFORMANCE
The work shall be completed within 50 working from the Notice to Proceed. 287

EXHIBIT C

INSURANCE REQUIREMENTS
288

EXHIBIT C

INSURANCE REQUIREMENTS
A. Minimum Scope and Limits of Insurance
City reserves the right to review any and all of the required insurance policies and/or endorsements, but has no obligation to do so. Failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance, including any extension thereof, of this Agreement.

Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement, including any extension thereof, all of the following minimum scope of insurance coverages:

1. Commercial General Liability Insurance
• Commercial general liability insurance no less broad than Insurance Services Office (ISO) form CG 0001.
• Minimum Limits: $2,000,000.00 per occurrence; $4,000,000.00 general aggregate; $4,000,000.00 products/completed operations aggregate. The aggregate limit, encompassing the above coverage, shall apply separately to this project/location. The required limits may be provided by a combination of general liability insurance and commercial excess or umbrella liability insurance. If Contractor maintains higher limits than the specified minimum limits, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor.
• Any deductible or self-insured retention shall be shown on the certificate of insurance.

If the deductible or self-insured retention exceeds $25,000.00, it must be approved in advance by City. Contractor is responsible for any deductible or self-insured retention and shall fund it upon City's written request, regardless of whether Contractor has a claim against the insurance or is named as a party in any action involving City. • Coverage shall be continued for three (3) years after completion of the work. • City shall be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the Contractor. City shall continue to be an additional insured for completed operations for three (3) years after completion of the work. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance at least as broad as one of the following ISO ongoing operations forms: CG 20 10 or CG 20 26 or CG 20 33 (not allowed from subcontractors), or CG 20 38; and one of the following ISO completed operations forms: CG 20 37, 2039 (not allowed from subcontractors), or CG 20 40. • The policy definition of "insured contract" shall include assumptions of liability arising out of both ongoing operations and the products/completed operations hazard ("f" definition of insured contract in ISO form CG 00 01, or equivalent). • The insurance provided to the additional insureds shall be primary to, and non- contributory with, any insurance or self-insurance program maintained by them. 289

• The policy shall cover inter -insured suits and include a "separation of insureds" or "severability" clause which treats each insured separately. • The policy shall be endorsed to include a written waiver of the insurer's right to subrogate against all persons or entities that are, or are required to be, additional insureds.
• The policy shall not contain a contractors' warranty or other similar language which eliminates or restricts insurance because of a subcontractor's failure to carry specific insurance or to supply evidence of such insurance.
• Reouired evidence of coveraae:

1. Copy of the endorsements naming the City of Placentia, its officers, officials, employees, agents, and volunteers as additional insureds;

2. Copy of the endorsement or policy language indicating that coverage applicable to the additional insureds is primary and non-contributory;

3. Properly completed certificate of insurance; and

4. Completed and signed Agent/Broker Questionnaire with supporting documentation as required.

2. Business Automobile Liability Insurance
• Minimum Limit: $2,000,000.00 combined single limit per accident. • Coverage shall apply to all owned, hired, leased, and non -owned vehicles. • City shall be endorsed as additional insured.
• Required evidence of coveraae:

1. Copy of the endorsement naming the City of Placentia, its officers, officials, employees, agents, and volunteers as additional insureds; and

2. Properly completed certificate of insurance.

3. Workers' Compensation & Employer's Liability Insurance • Workers' compensation insurance with statutory limits as required by of the State of California.
• Employer's liability with limits of $1,000,000.00 per accident; $1,000 per employee; $1,000,000.00 disease per policy.
• The policy shall include a written waiver of the insurer's right to subrog • Reauired evidence of coveraae:

1. Subrogation waiver endorsement; and

2. Properly completed certificate of insurance.

4. Contractor's Pollution Liability Insurance
the Labor Code
,000.00 disease
ate against City.
• Minimum Limits: $2,000,000.00 per pollution incident; $2,000,000.00 policy aggregate. • Coverage shall apply to pollution incidents at or from any location at which Contractor 290

is performing work under this Agreement.
• Any deductible or self-insured retention shall be shown on the certificate of insurance.

If the deductible or self-insured retention exceeds $25,000.00, it shall be approved in advance by City. Contractor is responsible for any deductible or self-insured retention and shall fund it upon City written request, regardless of whether Contractor has a claim against the insurance or is named as a party in any action involving City. • City shall be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the Contractor. Additional insured status shall continue for three (3) years after completion of the work. • The insurance provided to the additional insureds shall apply on a primary and non- contributory basis with respect to any insurance or self-insurance program maintained by them.
• The insurance shall be continued for three (3) years after completion of the work. • Required evidence of coverage:

1. Copy of the endorsement naming the City of Placentia, its officers, officials, employees, agents, and volunteers as additional insureds;

2. Copy of the endorsement or policy language indicating that coverage for the additional insureds is primary and non-contributory; and

3. Properly completed certificate of insurance.

5. Surety Bonds
• Bid bond.
• Performance and payment bonds for the entire contract price. • The surety must be authorized to issue these bonds in the State of California.

6. Standards for Insurance Companies
• All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commission to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide.

B. Documentation and Other Provisions

1. The certificate of insurance shall include the following reference: FY 2023-24 Residential Streets Slurry Seal Project

2. The name and address for additional insured endorsements and certificates of insurance is: City of Placentia, 401 E. Chapman Ave., Placentia, CA 92870.

3. Defense fees and costs shall not deplete the limits of any insurance provided under this Agreement.

4. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure the City is an additional 291

insured on insurance required from subcontractors.

5. Contractor agrees to waive and to obtain endorsements from insurers waiving subrogation rights against the City of Placentia, its officers, officials, employees, agents, 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 insurance policies.

6. The Contractor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 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.

7. Coverage shall be on a standard occurrence form. Claims-made forms are not acceptable. Modified, limited, or restricted occurrence forms are not acceptable.

8. Said policies shall not terminate, nor shall they be cancelled or coverage reduced, without at least thirty (30) days' written notice to the City. 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 cancelled policy or reduction in the required insurance limits, the City may procure such insurance at Contractor's sole cost and expense.

9. Current evidence of coverage shall be provided for the entire required period of insurance.

10. Upon written request, certified copies of required insurance policies shall be provided within thirty (30) days.
292

EXHIBIT D

CERTIFICATES OF INSURANCE AND ENDORSEMENTS
293

ACOREP CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
11/12/2024
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
Acrisure Southwest Partners Insurance Services, LLC
18952 MacArthur Blvd., Suite #300
Irvine, CA 92612
www.patrisk.com OK07568

INSURED
Roy Allan Slurry Seal, Inc.
12643 Emmens Way, Suite 'A'
Santa Fe Springs CA 90670

ICONTACT
NAME:

IPHONE
(A/C. No. Extl:

IE-MAIL
ADDRESS:

Annette Romero
949-486-7904
aromeropatrisk.com

INSURER(S) AFFORDING COVERAGE
FAX
(A/C, No):

NAIC #
INSURERA: Travelers Indemnity Company of Connecticut 25682 INSURER B : Travelers Property Casualty Co of America 25674 I INSURER C :

I INSURER D :

I INSURER E :

I INSURER F :

COVERAGES CERTIFICATE NUMBER: 82705029 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP

LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY)
A ,' COMMERCIAL GENERAL LIABILITY ✓ ✓ DT22-CO-3S422962-TCT-24 7/1/2024 7/1/2025

CLAIMS -MADE
✓ GL ded $1,000
OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY ✓ PRO-

JECT LOC
OTHER:

A AUTOMOBILE LIABILITY
B
B
✓ ANY AUTO
OWNED

AUTOS ONLY
HIRED
✓ AUTOS ONLY
✓ UMBRELLA LIAB

EXCESS LIAB
■

SCHEDULED
AUTOS

NON -OWNED

AUTOS ONLY
OCCUR

CLAIMS -MADE
DED ✓ RETENT ON $10,000

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBEREXCLUDED?
(Mandatory in NH)
If yes, describe under
pESCRTTION OF 9PERiATIONS below
A Leased/Rented Leased/RentedEquipment
Y/N
N
✓ ✓ 810 -3S280586 -24-26-G
✓ CUP -3S426186-24-26
N/A
j U B -5Y063159 -24-26-G
DT22-C O-3 S422962 -TCT -24
7/1/2024 7/1/2025
7/1/2024 7/1/2025
7/1/2024 7/1/2025
LIMITS
$1,000,000
$ 300,000
$ 5,000
$1,000,000
$ 2,000,000
$ 2,000,000
$1,000,000
$ 5,000,000
$ 5,000,000

EACH OCCURRENCE

DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE

PRODUCTS - COMP/OP AGG

COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)

PROPERTY DAMAGE
(Per accident)

EACH OCCURRENCE

AGGREGATE
✓ STATUTE ERH
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
7/1/2024 7/1/2025 Limit $500,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Fiscal Year 2023-24 Residential - Slurry Seal Project City of Placentia, its officers, officials, employees, agents, and volunteers are named as additional insureds, coverage includes Primary and Non-contributory and Waiver of subrogation applies and in favor of the additional insureds per endorsements attached as required by written contract. "Excess/Umbrella Liability follows form. "30 -day notice of cancellation / 10 -days for non-payment of premium.

CERTIFICATE HOLDER CANCELLATION
City of Placentia
401 E. Chapman Avenue
Placentia CA 92870
$1,000,000
$1.000.000
$1,000,000

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
Dave Jacobson
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 294 82705029 124-75 Gi,/AU/UMR/WC/TM Annette Romero 11/17/7024 7:08:04 PM (PST) I Page 1 of 33

DT22-C O -3S422962 -TCT -24
Roy Allan Slurry Seal, Inc.

COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED
(Includes Products -Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PROVISIONS
The following is added to SECTION II — WHO IS AN
INSURED:

Any person or organization that you agree in a
written contract or agreement to include as an
additional insured on this Coverage Part is an
insured, but only:
a. With respect to liability for "bodily injury' or
"property damage" that occurs, or for "personal
injury' caused by an offense that is committed,
subsequent to the signing of that contract or
agreement and while that part of the contract or
agreement is in effect; and
b. If, and only to the extent that, such injury or
damage is caused by acts or omissions of you or
your subcontractor in the performance of "your
work" to which the written contract or agreement
applies. Such person or organization does not
qualify as an additional insured with respect to
the independent acts or omissions of such
person or organization.

The insurance provided to such additional insured is
subject to the following provisions:
a. If the Limits of Insurance of this Coverage Part
shown in the Declarations exceed the minimum
limits required by the written contract or
agreement, the insurance provided to the
additional insured will be limited to such
minimum required limits. For the purposes of
determining whether this limitation applies, the
minimum limits required by the written contract or
agreement will be considered to include the
minimum limits of any Umbrella or Excess
liability coverage required for the additional
insured by that written contract or agreement.

This provision will not increase the limits of
insurance described in Section III — Limits Of
Insurance.
b. The insurance provided to such additional
insured does not apply to:
(1)
Any "bodily injury", "property damage" or
"personal injury' arising out of the providing,
or failure to provide, any professional
architectural, engineering or surveying
services, including:
(a) The preparing, approving, or failing to
prepare or approve, maps, shop
drawings, opinions, reports, surveys,
field orders or change orders, or the
preparing, approving, or failing to
prepare or approve, drawings and
specifications; and
(b) Supervisory, inspection, architectural or
engineering activities.
(2) Any "bodily injury" or "property damage"
caused by "your work" and included in the
"products -completed operations hazard"
unless the written contract or agreement
specifically requires you to provide such
coverage for that additional insured during
the policy period.
c. The additional insured must comply with the
following duties:
(1) Give us written notice as soon as practicable
of an "occurrence or an offense which may
result in a claim. To the extent possible, such
notice should include:
(a) How, when and where the "occurrence"
or offense took place;
(b) The names and addresses of any injured
persons and witnesses; and
(c) The nature and location of any injury or
damage arising out of the "occurrence"
or offense.
(2) If a claim is made or "suit" is brought against
the additional insured:

Page 1 of 2 ends

295

COMMERCIAL GENERAL LIABILITY
(a) Immediately record the specifics of the
claim or "suit" and the date received; and
(b) Notify us as soon as practicable and see
to it that we receive written notice of the
claim or "suit" as soon as practicable.
(3) Immediately send us copies of all legal
papers received in connection with the claim
or "suit", cooperate with us in the
investigation or settlement of the claim or
defense against the "suit', and otherwise
comply with all policy conditions.

Page 2 of 2 ends

(4) Tender the defense and indemnity of any
claim or "suit" to any provider of other
insurance which would cover such additional
insured for a loss we cover. However, this
condition does not affect whether the
insurance provided to such additional
insured is primary to other insurance
available to such additional insured which
covers that person or organization as a
named insured as described in Paragraph 4.,
Other Insurance, of Section IV — Commercial
General Liability Conditions.
® 2018 The Travelers Indemnity Company. All rights reserved. CG D2 46 04 19 296
82705029 129-25 G2/AO/OMB/WC/TM I Annette Romero 111/12/2029 2:08:09 PM (PST) I Page 3 of 33

DT22-C O -3S422962 -TCT -24
Roy Allan Slurry Seal, Inc.

COMMERCIAL GENERAL LIABILITY

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 company providing this insurance.

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

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 lnsurance; 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.
b. This insurance applies to "bodily injury" and
"property damage" only if:
(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
(3) 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" which
occurs during the policy period and was not,
prior to the policy period, known to have
occurred by 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, includes any
continuation, change or resumption of that
"bodily injury" or "property damage" after the
end of the policy period.
d. "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.

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Page 1 of 21 ends

297

COMMERCIAL GENERAL LIABILITY
e. 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'.

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 that 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 attorneys' fees and necessary
litigation expenses incurred by or for a party
other than an insured will be deemed to be
damages because of "bodily injury' or
"property damage", provided that:
(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 attorneys' 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

Page 2 of 21 ends

(3) Any statute, ordinance or regulation relating
to the sale, gift, distribution or use of
alcoholic beverages.

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
fumishing 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:
(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 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.

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
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is used to heat, cool or dehumidify
the building, or produced by or
originating from equipment that is
used to heat water for personal
use by the building's occupants or
their guests;
(ii) "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) If such "pollutants" 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
CG T1 00 0219

COMMERCIAL GENERAL LIABILITY
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
directly or indirectly on any insured's
behalf are or were at any time
performing operations 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
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COMMERCIAL GENERAL LIABILITY
g.
(b) Claim or suit by or on behalf of any
governmental authority or any other
person or organization 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".

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) 50 feet long or less; and
(b) Not being used to carry any person or
property for a charge;
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;
"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 as
"mobile equipment" under the definition
of "mobile equipment' if such land
vehicle were not subject to a
compulsory or financial responsibility
law, or other motor vehicle insurance
law, where it is licensed or principally
garaged; or
(3)
(5)
(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:
(a) Chartered with a pilot to any insured;
(b) Not owned by any insured; and
(c) Not being used to carry any person or
property for a charge.
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" arising out
of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any
govemment, 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.

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;
Property loaned to you;
J•
(3)
(3)
(4) Personal property in the care, custody or
control of the insured;

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300

(5) 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 "premises damage". A separate
limit of insurance applies to "premises damage"
as described in Paragraph 6. of 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), (4), (5) and (6) of this
exclusion do not apply to liability assumed
under a sidetrack agreement.

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".

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
CG T1 00 0219

COMMERCIAL GENERAL LIABILITY
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. Electronic Data
Damages arising out of the loss of, loss of use
of, damage to, corruption of, inability to access,
or inability to manipulate "electronic data".

However, this exclusion does not apply to
liability for damages because of "bodily injury'.

Unsolicited Communication
"Bodily injury" or "property damage" arising out
of any actual or alleged violation of any law that
restricts or prohibits the sending, transmitting
or distributing of "unsolicited communication".
r. Access Or Disclosure Of Confidential Or
Personal Information
"Bodily injury" or "property damage" arising out
of any access to or disclosure of any person's
or organization's confidential or personal
information.
q.
s. Asbestos
(1) "Bodily injury" or "property damage" arising
out of the actual or alleged presence or
actual, alleged or threatened dispersal of
asbestos, asbestos fibers or products
containing asbestos, provided that the
"bodily injury" or "property damage" is
caused or contributed to by the hazardous
properties of asbestos.
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COMMERCIAL GENERAL LIABILITY
(2) "Bodily injury' or "property damage" arising
out of the actual or alleged presence or
actual, alleged or threatened dispersal of
any solid, liquid, gaseous or thermal irritant
or contaminant, including smoke, vapors,
soot, fumes, acids, alkalis, chemicals and
waste, and that are part of any claim or
"suit" which also alleges any "bodily injury"
or "property damage" described in
Paragraph (1) above.

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, asbestos,
asbestos fibers or products containing
asbestos; or
(b) Claim or suit by or on behalf of any
governmental authority or any other
person or organization because of
testing for, monitoring, cleaning up,
removing, containing, treating,
detoxifying or neutralizing, or in any
way responding to, or assessing the
effects of, asbestos, asbestos fibers or
products containing asbestos.
t. Employment -Related Practices
"Bodily injury to:
(1) A person arising out of any:
(a) Refusal to employ that person;
(b) Termination of that person's
employment; or
(c) Employment-related practice, policy,
act or omission, such as coercion,
demotion, evaluation, reassignment,
discipline, failure to promote or
advance, harassment, humiliation,
discrimination, libel, slander, violation
of the person's right of privacy,
malicious prosecution or false arrest,
detention or imprisonment applied to or
directed at that person, regardless of
whether such practice, policy, act or
omission occurs, is applied or is
committed before, during or after the
time of that person's employment; or
(2) The spouse, child, parent, brother or sister
of that person as a consequence of "bodily
injury" to that person at whom any of the
(3)

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employment-related practices described in
Paragraph (a), (b), or (c) above is directed.

Exclusions c. through n. do not apply to "premises
damageTM. A separate limit of insurance applies to
"premises damage" as described in Paragraph 6. of
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 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.
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' caused by or
at the direction of the insured with the
knowledge that the act would violate the rights
of another and would inflict "personal and
advertising injury'.
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This exclusion does not apply to "personal
injury' caused by malicious prosecution.
b. Material Published With Knowledge Of
Falsity
"Personal and advertising injury' arising out of
oral or written publication, including publication
by electronic means, of material, if done by or at
the direction of the insured with knowledge of
its falsity.
c. Material Published Or Used Prior To Policy
Period
(1) "Personal and advertising injury' arising out
of oral or written publication, including
publication by electronic means, of material
whose first publication took place before
the beginning of the policy period; or
(2) "Advertising injury' arising out of
infringement of copyright, "title" or "slogan"
in your "advertisement" whose first
infringement in your "advertisement" was
committed 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:
(1) That the insured would haw in the absence
of the contract or agreement; or
(2) Because of "personal injury' assumed by
you in a contract or agreement that is an
"insured contract", provided that the
"personal injury" is caused by an offense
committed subsequent to the execution of
the contract or agreement. Solely for the
purposes of liability assumed by you in an
"insured contract", reasonable attorneys'
fees and necessary litigation expenses
incurred by or for a party other than an
insured will be deemed to be damages
because of "personal injury', provided that:
(a) Liability to such party for, or for the
cost of, that party's defense has also
been assumed by you in the same
"insured contract"; and
(b) Such attomeys' fees and litigation
expenses are for defense of that party

COMMERCIAL GENERAL LIABILITY
against a civil or altemative dispute
resolution proceeding in which
damages to which this insurance
applies are alleged.
f. Breach Of Contract
"Advertising injury" arising out of a breach of
contract.

Quality Or Performance Of Goods — Failure
To Conform To Statements
"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
"Advertising injury" arising out of the wrong
description of the price of goods, products or
services stated in your "advertisement".
i. Intellectual Property
"Personal and advertising injury' arising out of
any actual or alleged infringement or violation of
any of the following rights or laws, or any other
"personal and advertising injury' alleged in any
claim or "suit" that also alleges any such
infringement or violation:
(1) Copyright;
(2) Patent;
(3) Trade dress;
(4) Trade name;
(5) Trademark;
(6) Trade secret; or
(7) Other intellectual property rights or laws.

This exclusion does not apply to:
(1) "Advertising injury arising out of any actual
or alleged infringement or violation of
another's copyright, "title" or "slogan" in
your "advertisement"; or
(2) Any other "personal and advertising injury"
alleged in any claim or "suit" that also
alleges any such infringement or violation
of another's copyright, "title" or "slogan" in
your "advertisement".

Insureds In Media And Internet Type
Businesses
"Personal and advertising injury" caused by an
offense committed by an insured whose
business is:
g.

J•
(1) Advertising, "broadcasting" or publishing;
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Page 7 ends

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COMMERCIAL GENERAL LIABILITY
(2) Designing or determining content of
websites for others; or
(3) An Internet search, access, content or
service provider.

However, this exclusion does not apply to
Paragraphs a.(1), (2) and (3) of the definition of
"personal injury'.

For the purposes of this exclusion:
(1) Creating and producing correspondence
written in the conduct of your business,
bulletins, financial or annual reports, or
newsletters about your goods, products or
services will not be considered the
business of publishing; and
(2) The placing of frames, borders or links, or
advertising, for you or others anywhere on
the Internet will not, by itself, be considered
the business of advertising, "broadcasting"
or publishing.
k. Electronic Chatrooms Or Bulletin Boards
"Personal and advertising injury' arising out of
an electronic chatroom or bulletin board the
insured hosts or 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
metatag, 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 any
govemmental authority or any other person
or organization because of testing for,
monitoring, cleaning up, removing,
containing, treating, detoxifying or

Page 8 ends

neutralizing, or in any way responding to, or
assessing the effects of, "pollutants".
o. War
"Personal and advertising injury" arising out of:
(1) War, including undeclared or civil war,
(2) Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any
govemment, sovereign or other authority
using military personnel or other agents; or
(3) Insurrection, rebellion, revolution, usurped
power, or action taken by governmental
authority in hindering or defending against
any of these.

Unsolicited Communication
"Personal and advertising injury" arising out of
any actual or alleged violation of any law that
restricts or prohibits the sending, transmitting
or distributing of "unsolicited communication".

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.
r. Asbestos
(1) "Personal and advertising injury" arising out
of the actual or alleged presence or actual,
alleged or threatened dispersal of asbestos,
asbestos fibers or products containing
asbestos, provided that the "personal and
advertising injury' is caused or contributed
to by the hazardous properties of asbestos.
(2) "Personal and advertising injury' arising out
of the actual or alleged presence or actual,
alleged or threatened dispersal of any solid,
liquid, gaseous or thermal irritant or
contaminant, including smoke, vapors,
soot, fumes, acids, alkalis, chemicals and
waste, and that are part of any claim or
"suit" which also alleges any "personal and
advertising injury' described in Paragraph
(1) above.

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
p•
q.
(3)
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assess the effects of, asbestos,.
asbestos fibers or products containing
asbestos; or
(b) Claim or suit by or on behalf of any
governmental authority or any other
person or organization because of
testing for, monitoring, cleaning up,
removing, containing, treating,
detwdfying or neutralizing, or in any
way responding to, or assessing the
effects of, asbestos, asbestos fibers or
products containing asbestos.
s. Employment -Related Practices
"Personal injury" to:
(1) A person arising out of any:
(a) Refusal to employ that person;
(b) Termination of that person's
employment; or
(c) Employment-related practice, policy,
act or omission, such as coercion,
demotion, evaluation, reassignment,
discipline, failure to promote or
advance, harassment, humiliation,
discrimination, libel, slander, violation
of the person's right of privacy,
malicious prosecution or false arrest,
detention or imprisonment applied to or
directed at that person, regardless of
whether such practice, policy, act or
omission occurs, is applied or is
committed before, during or after the
time of that person's employment or
(2) The spouse, child, parent, brother or sister
of that person as a consequence of
"personal injury' to that person at whom
any of the employment-related practices
described in Paragraph (a), (b), or (c)
above is directed.

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
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COMMERCIAL GENERAL LIABILITY
(3) Because of your operations;
provided that:
(a) The accident takes place in the "coverage
territory" and during the policy period;
(b) The expenses are incurred and reported to
us within one year of the date of the
accident; and
(c) 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.
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
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.
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.

Any Insured
To any insured, except "volunteer workers".

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COMMERCIAL GENERAL LIABILITY

SUPPLEMENTARY PAYMENTS

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 $2,500 for the 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 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, these payments do not include
attorneys' fees or attomeys' expenses taxed
against 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.
g. 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.

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" or offense 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, attomeys'
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 —
Coverages — Coverage A — Bodily Injury And
Property Damage Liability or Paragraph 2.e. of
Section 1 — Coverages — Coverage B — Personal
And Advertising Injury Liability, such payments will
not be deemed to be damages for "bodily injury",
"property damage" or "personal injury', and will not
reduce the limits of insurance.

Our obligation to defend an insured's indemnitee
and to pay for attomeys' fees and necessary
litigation expenses as Supplementary Payments
ends when:

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a. We have used up the applicable limit of
insurance in the payment of judgments,
settlements or medical expenses; 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. 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 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

COMMERCIAL GENERAL LIABILITY
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
"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 Paragraph
(1)(a) or (b) above; or
(d) Arising out of his or her providing or
failing to provide professional health
care services.

Unless you are in the business or
occupation of providing professional health
care services, Paragraphs (1)(a), (b), (c)
and (d) above do not apply to "bodily injury'
arising out of providing or failing to provide
first aid or "Good Samaritan services" by
any of your "employees" or "volunteer
workers", other than an employed or
volunteer doctor. Any such "employees" or
"volunteer workers" providing or failing to
provide first aid or "Good Samaritan
services" during their work hours for you
will be deemed to be acting within the
scope of their employment by you or
performing duties related to the conduct of
your business.
(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. Any person (other than your "employee" or
"volunteer worker"), or any organization, while
acting as your real estate manager.
c. 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.

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COMMERCIAL GENERAL LIABILITY
d. Your legal representative if you die, but only
with respect to duties as such. That
representative will have all your rights and
duties under this Coverage Part.
e. Any person or organization that, with your
express or implied consent, either uses or is
responsible for the use of a watercraft that you
do not own that is:
(1) 50 feet long or less; and
(2) Not being used to carry any person or
property for a charge.

3. Any organization you newly acquire or form, other
than a partnership, joint venture or limited liability
company, and of which you are the sole owner or in
which you maintain an ownership interest of more
than 50%, 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.

For the purposes of Paragraph 1. of Section 11 —
Who Is An Insured, each such organization will be
deemed to be designated in the Declarations as:
a. An organization, other than a partnership, joint
venture or limited liability company or
b. A trust;
as indicated in its name or the documents that
govem its structure.

4. Any person or organization that is a premises
owner, manager or lessor and that you have agreed
in a written contract or agreement to include as an
additional insured on this Coverage Part is an
insured, but only with respect to liability for "bodily injury, "property damage" or "personal and
advertising injury' that:
a. Is "bodily injury' or "property damage" that
occurs, or is "personal and advertising injury'
caused by an offense that is committed,
subsequent to the signing of that contract or
agreement; and
b. Arises out of the ownership, maintenance or
use of that part of any premises leased to you.

The insurance provided to such premises owner,
manager or lessor is subject to the following
provisions:
a. The limits of insurance provided to such
premises owner, manager or lessor will be the
minimum limits that you agreed to provide in the
written contract or agreement, or the limits
shown in the Declarations, whichever are less.
b. The insurance provided to such premises
owner, manager or lessor does not apply to:
(1) Any "bodily injury" or "property damage"
that occurs, or "personal and advertising
injury caused by an offense that is
committed, after you cease to be a tenant in
that premises; or
(2) Structural alterations, new construction or
demolition operations performed by or on
behalf of such premises owner, manager or
lessor.

5. Any person or organization that is an equipment
lessor and that you have agreed in a written contract
or agreement to include as an additional insured on
this Coverage Part is an insured, but only with
respect to liability for "bodily injury, "property
damage", or "personal and advertising injury' that:
a. Is "bodily injury' or "property damage" that
occurs, or is "personal and advertising injury'
caused by an offense that is committed,
subsequent to the signing of that contract or
agreement; and
b. Is caused, in whole or in part, by your acts or
omissions in the maintenance, operation or use
of equipment leased to you by such equipment
lessor.

The insurance provided to such equipment lessor is
subject to the following provisions:
a. The limits of insurance provided to such
equipment lessor will be the minimum limits that
you agreed to provide in the written contract or
agreement, or the limits shown in the
Declarations, whichever are less.
b. The insurance provided to such equipment
lessor does not apply to any "bodily injury' or
"property damage" that occurs, or "personal
and advertising injury caused by an offense
that is committed, after the equipment lease
expires.

No person or organization is an insured with respect to the conduct of any current or past partnership, joint

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venture or limited liability company that is not shown as a Named Insured in the Declarations. This paragraph
does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Section II — Who Is An Insured.

SECTION III — LIMITS OF INSURANCE

1. 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. 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. 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. Subject to Paragraph 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 injury' and "advertising
injury" sustained by any one person or organization.

5. Subject to Paragraph 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
b. Medical expenses under Coverage C;
because of all "bodily injury' and "property damage"
arising out of any one "occurrence".

For the purposes of determining the applicable
Each Occurrence Limit, all related acts or
omissions committed in providing or failing to
provide first aid or "Good Samaritan services" to
any one person will be deemed to be one
'occurrence".

6. Subject to Paragraph 5. above, the Damage To
Premises Rented To You Limit is the most we will
pay under Coverage A for damages because of
"premises damage" to any one premises. The
Damage To Premises Rented To You Limit will be:

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COMMERCIAL GENERAL LIABILITY
a. The amount shown for the Damage To
Premises Rented To You Limit in the
Declarations of this Coverage Part; or
b. $300,000 if no amount is shown for the
Damage To Premises Rented To You Limit in
the Declarations of this Coverage Part.

7. Subject to Paragraph 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.

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. You 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. If a claim is made or "suit" is brought against
any insured, you must:
(1) Immediately record the specifics of the
claim or "suit" and the date received; and
(2) Notify us as soon as practicable.

You must see to it that we receive written notice
of the claim or "suit" as soon as practicable.
c. 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";
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COMMERCIAL GENERAL LIABILITY
(2) Authorize us to obtain records and other
information;
(3) 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. No insured will, except at that insureds own
cost, voluntarily make a payment, assume any
obligation, or incur any expense, other than for
first aid, without our consent.
e. The following provisions apply to Paragraph a.
above, but only for purposes of the insurance
provided under this Coverage Part to you or any
insured listed in Paragraph 1. or 2. of Section II
— Who Is An Insured:
(1) Notice to us of such "occurrence" or
offense must be given as soon as
practicable only after the "occurrence" or
offense is known to you (if you are an
individual), any of your partners or
members who is an individual (if you are a
partnership or joint venture), any of your
managers who is an individual (if you are a
limited liability company), any of your
"executive officers" or directors (if you are
an organization other than a partnership,
joint venture, or limited liability company),
any of your trustees who is an individual (if
you are a trust) or any "employee"
authorized by you to give notice of an
"occurrence or offense.
(2) If you are a partnership, joint venture,
limited liability company or trust, and none
of your partners, joint venture members,
managers or trustees are individuals, notice
to us of such "occurrence" or offense must
be given as soon as practicable only after
the "occurrence" or offense is known by.
(a) Any individual who is:
(i) A partner or member of any
partnership or joint venture;
(ii) A manager of any limited liability
company
(iii) An executive officer or director of
any other organization; or
(iv) A trustee of any trust;
that is your partner, joint venture
member, manager or trustee; or
(b) Any employee authorized by such
partnership, joint venture, limited
liability company, trust or other
organization to give notice of an
"occurrence" or offense.
(3) Notice to us of such "occurrence" or
offense will be deemed to be given as soon
as practicable if it is given in good faith as
soon as practicable to your workers'
compensation insurer. This applies only if
you subsequently give notice to us of the
"occurrence" or offense as soon as
practicable after any of the persons
described in Paragraph e.(1) or (2) above
discovers that the "occurrence" or offense
may result in sums to which the insurance
provided under this Coverage Part may
apply.

However, if this policy includes an endorsement
that provides limited coverage for "bodily injury'
or "property damage" or pollution costs arising
out of a discharge, release or escape of
"pollutants" which contains a requirement that
the discharge, release or escape of "pollutants"
must be reported to us within a specific number
of days after its abrupt commencement, this
Paragraph e. does not affect that requirement.

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.

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4. Other Insurance
If valid and collectible other 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 described in Paragraphs a. and b. below.

As used anywhere in this Coverage Part, other
insurance means insurance, or the funding of
losses, that is provided by, through or on behalf of:
(i) Another insurance company;
(ii) Us or any of our affiliated insurance companies,
except when the Non cumulation of Each
Occurrence Limit provision of Paragraph 5. of
Section III — Limits Of Insurance or the Non
cumulation of Personal and Advertising Injury
Limit provision of Paragraph 4. of Section III —
Limits of Insurance applies because the
Amendment — Non Cumulation Of Each
Occurrence Limit Of Liability And Non
Cumulation Of Personal And Advertising Injury
Limit endorsement is included in this policy;
(iii)Any risk retention group; or
(iv)Any self-insurance method or program, in
which case the insured will be deemed to be
the provider of other insurance.

Other insurance does not include umbrella
insurance, or excess insurance, that was bought
specifically to apply in excess of the Limits of
Insurance shown in the Declarations of this
Coverage Part.

As used anywhere in this Coverage Part, other
insurer means a provider of other insurance. As
used in Paragraph c. below, insurer means a
provider of insurance.
a. Primary Insurance
This insurance is primary except when
Paragraph b. below applies. If this insurance is
primary, our obligations are not affected unless
any of the other insurance is also primary.

Then, we will share with all that other insurance
by the method described in Paragraph c. below,
except when Paragraph d. below applies.
b. Excess Insurance
(1) This insurance is excess over:
(a) Any of the other insurance, whether
primary, excess, contingent or on any
other basis:
(i) That is Fire, Extended Coverage,
Builder's Risk, Installation Risk or
similar coverage for "your work';
CG T1 00 0219

COMMERCIAL GENERAL LIABILITY
(ii) That is insurance for "premises
damage";
(iii) If the loss arises out of the
maintenance or use of aircraft,
"autos" or watercraft to the extent
not subject to any exclusion in this
Coverage Part that applies to
aircraft, "autos" or watercraft;
(iv) That is insurance available to a
premises owner, manager or
lessor that qualifies as an insured
under Paragraph 4. of Section II —
Who Is An Insured, except when
Paragraph d. below applies; or
(v) That is insurance available to an
equipment lessor that qualifies as
an insured under Paragraph 5. of
Section II — Who Is An Insured,
except when Paragraph d. below
applies.
(b) Any of the other insurance, whether
primary, excess, contingent or on any
other basis, that is available to the
insured when the insured is an
additional insured, or is any other
insured that does not qualify as a
named insured, under such other
insurance.
(2) 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:
(a) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(b) The total of all deductible and self-
insured amounts under all that other
insurance.
(4) 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.
(3)
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COMMERCIAL GENERAL LIABILITY
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.
d. Primary And Non -Contributory Insurance If
Required By Written Contract
If you specifically agree in a written contract or
agreement that the insurance afforded to an
insured under this Coverage Part must apply on
a primary basis, or a primary and non-
contributory basis, this insurance is primary to
other insurance that is available to such insured
which covers such insured as a named insured,
and we will not share with that other insurance,
provided that:
(1) The "bodily injury' or "property damage" for
which coverage is sought occurs; and
(2) The "personal and advertising injury" for
which coverage is sought is caused by an
offense that is committed;
subsequent to the signing of that contract or
agreement by you.

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 eamed 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 retum 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
By accepting this policy, you agree:

Page 16 of 21 ends

a. The statements in the Declarations are
accurate and complete;
b. Those statements are based upon
representations you made to us; and
c. We have issued this policy in reliance upon
your representations.

The unintentional omission of, or unintentional error
in, any information provided by you which we relied
upon in issuing this policy will not prejudice your
rights under this insurance. However, this provision
does not affect our right to collect additional
premium or to exercise our rights of cancellation or
nonrenewal in accordance with applicable insurance
laws or regulations.

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
If the insured has rights to recover all or part of any payment we have made under this Coverage Part,
those rights are transferred to us. The insured must
do nothing after Toss to impair them. At our request,
the insured will bring "suit" or transfer those rights
to us and help us enforce them.

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 a notice that is broadcast or
published to the general public or specific market
segments about your goods, products or services
for the purpose of attracting customers or
supporters. For the purposes of this definition:
a. Notices that are published include material
placed on the Internet or on similar electronic
means of communication; and
b. Regarding websites, only that part of a website
that is about your goods, products or services
for the purposes of attracting customers or
supporters is considered an advertisement.
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2. "Advertising injury":
a. Means injury caused by one or more of the
following offenses:
(1) Oral or written publication, including
publication by electronic means, of material
in your "advertisement" that slanders or
libels a person or organization or
disparages a person's or organization's
goods, products or services, provided that
the claim is made or the "suit' is brought by
a person or organization that claims to have
been slandered or libeled, or that claims to
have had its goods, products or services
disparaged;
(2) Oral or written publication, including
publication by electronic means, of material
in your "advertisement" that:
(a) Appropriates a person's name, voice,
photograph or likeness; or
(b) Unreasonably places a person in a
false light; or
Infringement of copyright, "title" or "slogan"
in your "advertisement", provided that the
claim is made or the "suit" is brought by a
person or organization that claims
ownership of such copyright, "title" or
"slogan".
b. Includes "bodily injury" caused by one or more
of the offenses described in Paragraph a.
above.

3. "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".

4. "Bodily injury' means:
a. Physical harm, including sickness or disease,
sustained by a person; or
b. Mental anguish, injury or illness, or emotional
distress, resulting at any time from such
physical harm, sickness or disease.

5. "Broadcasting" means transmitting any audio or
visual material for any purpose:
a. By radio or television; or
(3)

COMMERCIAL GENERAL LIABILITY
b. In, by or with any other electronic means of
communication, such as the Internet, if that
material is part of:
(1) Radio or television programming being
transmitted;
(2) Other entertainment, educational,
instructional, music or news programming
being transmitted; or
(3) Advertising transmitted with any of such
programming.

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 Paragraph 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 Paragraph a.
above;
(2) The activities of a person whose home is in
the territory described in Paragraph a.
above, but is away for a short time on your
business; or
(3) "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 a "suit" on the merits in
the territory described in Paragraph a. above, or in a
settlement we agree to.

7. "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.

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

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

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Page 17 of 21 ends

313

COMMERCIAL GENERAL LIABILITY

10. "Good Samaritan services" means any emergency
medical services for which no compensation is
demanded or received.

11. "Hostile fire" means a fire which becomes
uncontrollable or breaks out from where it was
intended to be.

12. "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.

13. "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 "premises damage" is not an
"insured contract';
b. A sidetrack agreement;
c. Any easement or license agreement, except 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', "property
damage" or "personal injury" to a third person
or organization. Tort liability means a liability
that would be imposed by law in the absence of
any contract or agreement.

Paragraph f. does not include that part of any
contract or agreement:
(1) 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, roadbeds, tunnel, underpass or
crossing;
(2) 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
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 Paragraph (2) above and supervisory,
inspection, architectural or engineering
activities.

14. "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'.

15. "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".

16. "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;
(3)

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314

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 Paragraph a., b., c.
or d. above that are not self-propelled and are
maintained 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 Paragraph 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. Such land vehicles are considered
"autos".

17. "Occurrence" means:
a. An accident, including continuous or repeated
exposure to substantially the same general
harmful conditions; or

COMMERCIAL GENERAL LIABILITY
b. An act or omission committed in providing or
failing to provide first aid or "Good Samaritan
services" to a person, unless you are in the
business or occupation of providing
professional health care services.

18. "Personal and advertising injury' means "personal
injury' or "advertising injury'.

19. "Personal injury':
a. Means injury, other than "advertising injury',
caused by one or more of the following
offenses:
(1) False arrest, detention or imprisonment
(2) Malicious prosecution;
(3)
The wrongful eviction from, wrongful entry
into, or invasion of the right of private
occupancy of a room, dwelling or premises
that a person occupies, provided that the
wrongful eviction, wrongful entry or invasion
of the right of private occupancy is
committed by or on behalf of the owner,
landlord or lessor of that room, dwelling or
premises;
(4) Oral or written publication, including
publication by electronic means, of material
that slanders or libels a person or
organization or disparages a person's or
organization's goods, products or services,
provided that the claim is made or the "suit"
is brought by a person or organization that
claims to have been slandered or libeled, or
that claims to have had its goods, products
or services disparaged; or
Oral or written publication, including
publication by electronic means, of material
that:
(5)
(a) Appropriates a person's name, voice,
photograph or likeness; or
(b) Unreasonably places a person in a
false light.
b. Includes "bodily injury" caused by one or more
of the offenses described in Paragraph a.
above.

20. "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.

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315

COMMERCIAL GENERAL LIABILITY

21. "Premises damage" means:
a. With respect to the first paragraph of the
exceptions in Exclusion j. of Section I —
Coverage A — Bodily Injury And Property
Damage Liability, "property damage" to any
premises while rented to you for a period of
seven or fewer consecutive days, including the
contents of such premises; or
b. With respect to the exception to Exclusions c.
through n. in the last paragraph of Paragraph 2.
of Section I — Coverage A — Bodily Injury And
Property Damage Liability, "property damage" to
any premises while rented to you for a period of
more than seven consecutive days, or while
temporarily occupied by you with permission of
the owner, caused by:
(1) Fire;
(2) Explosion;
(3) Lightning;
(4) Smoke resulting from fire, explosion or
lightning; or
(5) Water.

But "premises damage" under this Paragraph
b. does not include "property damage" to any
premises caused by:
(1) Rupture, bursting, or operation of pressure
relief devices;
(2) Rupture or bursting due to expansion or
swelling of the contents of any building or
structure caused by or resulting from water;
or
(3) Explosion of steam boilers, steam pipes,
steam engines or steam turbines.

22. "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

Page 20 of 21 ends

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:
(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
(3) Products or operations for which the
classification, listed in the Declarations or
in a policy Schedule, states that products -
completed operations are subject to the
General Aggregate Limit.

23. "Property damage" means:
a. Physical injury to tangible property, including all
resulting loss of use of that property. All such
loss of use will 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 will be
deemed to occur at the time of the "occurrence"
that caused it.

For the purposes of this insurance, "electronic data"
is not tangible property.

24. "Slogan":
a. Means a phrase that others use for the purpose
of attracting attention in their advertising.
b. Does not include a phrase used as, or in, the
name of:
(1) Any person or organization, other than you;
or
(2) Any business, or any of the premises,
goods, products, services or work, of any
person or organization, other than you.
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25. "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.

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

27. "Title" means a name of a literary or artistic work.

28. "Unsolicited communication" means any
communication, in any form, that the recipient of
such communication did not specifically request to
receive.

29. "Volunteer worker' means a person who is not your
"employee", and who donates his or her work and
acts at the direction of and within the scope of
duties determined by you, and is not paid a fee,
salary or other compensation by you or anyone else
for their work performed for you.

30. "Your product":
a. Means:
(1) Any goods or products, other than real
property, manufactured, sold, handled,
distributed or disposed of by:

CG T1 00 0219

COMMERCIAL GENERAL LIABILITY
(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.

31. "Your work":
a. Means:
(1) Work or operations performed by you or on
your behalf; and
(2) Materials, parts or equipment fumished 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.
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DT22-CO-3S422962-TCT-24
Roy Allan Slurry Seal, Inc.
07/01/2024

COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

XTEND ENDORSEMENT FOR CONTRACTORS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A. Who Is An Insured — Unnamed Subsidiaries
B. Blanket Additional Insured — Governmental
Entities — Permits Or Authorizations Relating To
Operations

PROVISIONS
A. WHO IS AN INSURED — UNNAMED

SUBSIDIARIES
The following is added to SECTION II — WHO IS
AN INSURED:

Any of your subsidiaries, other than a partnership,
joint venture or limited liability company, that is
not shown as a Named Insured in the
Declarations is a Named Insured if:
a. You are the sole owner of, or maintain an
ownership interest of more than 50% in, such
subsidiary on the first day of the policy period;
and
b. Such subsidiary is not an insured under
similar other insurance.

No such subsidiary is an insured for "bodily injury'
or "property damage" that occurred, or "personal
and advertising injury" caused by an offense
committed:
a. Before you maintained an ownership interest
of more than 50% in such subsidiary; or
b. After the date, if any, during the policy period
that you no longer maintain an ownership
interest of more than 50% in such subsidiary.

For purposes of Paragraph 1. of Section II — Who
Is An Insured, each such subsidiary will be
deemed to be designated in the Declarations as:

CG D3 16 0218
C. Incidental Medical Malpractice
D. Blanket Waiver Of Subrogation
E. Contractual Liability — Railroads
F. Damage To Premises Rented To You
a. An organization other than a partnership, joint
venture or limited liability company; or
b. A trust;
as indicated in its name or the documents that
govem its structure.

B. BLANKET ADDITIONAL INSURED —
GOVERNMENTAL ENTITIES — PERMITS OR

AUTHORIZATIONS RELATING TO OPERATIONS
The following is added to SECTION II — WHO IS
AN INSURED:

Any govemmental entity that has issued a permit
or authorization with respect to operations
performed by you or on your behalf and that you
are required by any ordinance, law, building code
or written contract or agreement to include as an
additional insured on this Coverage Part is an
insured, but only with respect to liability for "bodily injury", "property damage" or "personal and
advertising injury" arising out of such operations.

The insurance provided to such governmental
entity does not apply to:
a. Any "bodily injury', "property damage" or
"personal and advertising injury" arising out of
operations performed for the govemmental
entity; or
b. Any "bodily injury" or "property damage"
included in the "products -completed
operations hazard".
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COMMERCIAL GENERAL LIABILITY
C. INCIDENTAL MEDICAL MALPRACTICE

1. The following replaces Paragraph b. of the
definition of "occurrence" in the
DEFINITIONS Section:
b. An act or omission committed in providing
or failing to provide "incidental medical
services", first aid or "Good Samaritan
services" to a person, unless you are in
the business or occupation of providing
professional health care services.

2. The following replaces the last paragraph of
Paragraph 2.a.(1) of SECTION II — WHO IS
AN INSURED:

Unless you are in the business or occupation
of providing professional health care services,
Paragraphs (1)(a), (b), (c) and (d) above do
not apply to "bodily injury' arising out of
providing or failing to provide:
(a) "Incidental medical services" by any of
your "employees" who is a nurse, nurse
assistant, emergency medical technician
or paramedic; or
(b) First aid or "Good Samaritan services" by
any of your "employees" or "volunteer
workers", other than an employed or
volunteer doctor. Any such "employees"
or "volunteer workers" providing or failing
to provide first aid or "Good Samaritan
services" during their work hours for you
will be deemed to be acting within the
scope of their employment by you or
performing duties related to the conduct
of your business.

3. The following replaces the last sentence of
Paragraph 5. of SECTION III — LIMITS OF
INSURANCE:

For the purposes of determining the
applicable Each Occurrence Limit, all related
acts or omissions committed in providing or
failing to provide "incidental medical
services", first aid or "Good Samaritan
services" to any one person will be deemed to
be one "occurrence".

4. The following exclusion is added to
Paragraph 2., Exclusions, of SECTION I —
COVERAGES — COVERAGE A — BODILY

INJURY AND PROPERTY DAMAGE
UABILITY:

Sale Of Pharmaceuticals
"Bodily injury" or "property damage" arising
out of the violation of a penal statute or
ordinance relating to the sale of

Page 2 of 3 ends

pharmaceuticals committed by, or with the
knowledge or consent of, the insured.

6. The following is added to Paragraph 4.b.,
Excess Insurance, of SECTION IV —

COMMERCIAL GENERAL LIABILITY
CONDITIONS:

D. BLANKET WAIVER OF SUBROGATION
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — COMMERCIAL GENERAL
LIABILITY CONDITIONS:

E. CONTRACTUAL LIABILITY — RAILROADS

1. The following replaces Paragraph c. of the
definition of "insured contract" in the
DEFINITIONS Section:
c. Any easement or license agreement;
® 2017 The Travelers Indemnity Company. All rights reserved. CG D3 16 02 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 319
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2. Paragraph f.(1) of the definition of "insured
contract" in the DEFINITIONS Section is
deleted.

F. DAMAGE TO PREMISES RENTED TO YOU
The following replaces the definition of "premises
damage" in the DEFINITIONS Section:

Premises damage" means "property damage" to:

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Page 3 of 3 ends

320

Roy Allan Slurry Seal, Inc.

POLICY NUMBER: 81 o -3S280586 -24-26-G

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - PRIMARY AND

NON-CONTRIBUTORY WITH OTHER INSURANCE -

CONTRACTORS
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

PROVISIONS

1. The following is added to Paragraph c. in A.1.,
Who Is An Insured, of SECTION II — COVERED
AUTOS LIABILITY COVERAGE:

2. The following is added to Paragraph B.5., Other
Insurance of SECTION P1 — BUSINESS AUTO
CONDITIONS:

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321

810 -3S280586 -24-26-G
Roy Allan Slurry Seal, Inc.

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESS AUTO EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

BROAD FORM NAMED INSURED

BLANKET ADDITIONAL INSURED

EMPLOYEE HIRED AUTO

EMPLOYEES AS INSURED
SUPPLEMENTARY PAYMENTS — INCREASED
LIMITS
HIRED AUTO — LIMITED WORLDWIDE
COVERAGE — INDEMNITY BASIS
G. WAIVER OF DEDUCTIBLE — GLASS

PROVISIONS
A. BROAD FORM NAMED INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II — LIABILITY
COVERAGE:

Any organization you newly acquire or form
during the policy period over which you maintain
50% or more ownership interest and that is not
separately insured for Business Auto Coverage.

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. BLANKET ADDITIONAL INSURED
The following is added to Paragraph c. in A.1.,
Who Is An Insured, of SECTION II — LIABILITY
COVERAGE:

C. EMPLOYEE HIRED AUTO

1. The following is added to Paragraph A.1.,
Who Is An Insured, of SECTION II —
LIABILITY COVERAGE:

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Page 1 of 4 ends

322

However, any "auto" that is leased, hired,
rented or borrowed with a driver is not a
covered "auto".

D. EMPLOYEES AS INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II — LIABILITY
COVERAGE:

Any "employee" of yours is an "insured" while
using a covered "auto" you don't own, hire or
borrow in your business or your personal affairs.

E. SUPPLEMENTARY PAYMENTS — INCREASED
LIMITS

Page 2 of 4 ends

liability company) or members of their
households.
(1) With respect to any claim made or "suit"
brought outside the United States of
America, the territories and possessions
of the United States of America, Puerto
Rico and Canada:
(a) You must arrange to defend the
"insured" against, and investigate or
settle any such claim or "suit" and
keep us advised of all proceedings
and actions.
(b) Neither you nor any other involved
"insured" will make any settlement
without our consent.
(c) We may, at our discretion, participate
in defending the "insured" against, or
in the settlement of, any claim or
"suit".
(d) We will reimburse the "insured":
(i)
For sums that the "insured"
legally must pay as damages
because of "bodily injury" or
"property damage" to which this
insurance applies, that the
"insured" pays with our consent,
but only up to the limit described
in Paragraph C., Limit Of
Insurance, of SECTION II —
LIABILITY COVERAGE;
(ii) For the reasonable expenses
incurred with our consent for your
investigation of such claims and
your defense of the "insured"
against any such "suit", but only
up to and included within the limit
described in Paragraph C., Limit
Of Insurance, of SECTION 11 —
LIABILITY COVERAGE, and not
in addition to such limit. Our duty
to make such payments ends
when we have used up the
applicable limit of insurance in
payments for damages,
settlements or defense expenses.
(2) This insurance is excess over any valid
and collectible other insurance available
to the "insured" whether primary, excess
contingent or on any other basis.
(3) This insurance is not a substitute for
required or compulsory insurance in any
country outside the United States, its
® 2016 The Travelers Indemnity Company. All rights reserved. CA T3 53 08 17 Includes copyrighted material of Insurance Services Office, Inc. with its permission 323
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territories and possessions, Puerto Rico
and Canada.

G. WAIVER OF DEDUCTIBLE — GLASS
The following is added to Paragraph D.,
Deductible, of SECTION III - PHYSICAL
DAMAGE COVERAGE:

No deductible for a covered "auto" will apply to
glass damage if the glass is repaired rather than
replaced.

H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF

USE - INCREASED UMIT
The following replaces the last sentence of
Paragraph A.4.b., Loss Of Use Expenses, of

SECTION III - PHYSICAL DAMAGE
COVERAGE:

However, the most we will pay for any expenses
for loss of use is $65 per day, to a maximum of
$750 for any one "accident".

I. PHYSICAL DAMAGE - TRANSPORTATION

EXPENSES - INCREASED UMIT
The following replaces the first sentence in
Paragraph A.4.a., Transportation Expenses, of

SECTION III - PHYSICAL DAMAGE
COVERAGE:

We will pay up to $50 per day to a maximum of
$1,500 for temporary transportation expense
incurred by you because of the total theft of a
covered "auto" of the private passenger type.

J. PERSONAL EFFECTS
The following is added to Paragraph A.4.,
Coverage Extensions, of SECTION III -
PHYSICAL DAMAGE COVERAGE:

COMMERCIAL AUTO
Personal Effects
We will pay up to $400 for "loss" to wearing
apparel and other personal effects which are:
(1) Owned by an "insured"; and
(2) In or on your covered "auto".

This coverage applies only in the event of a total
theft of your covered "auto".

No deductibles apply to this Personal Effects
coverage.

K. AIRBAGS
The following is added to Paragraph B.3.,
Exclusions, of SECTION III - PHYSICAL
DAMAGE COVERAGE:

We will pay up to a maximum of $1,000 for any
one "loss".

L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
The following is added to Paragraph A.2.a., of
SECTION IV — BUSINESS AUTO CONDITIONS:

M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.5., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV - BUSINESS AUTO
CONDITIONS:

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Page 3 of 4 ends

324

COMMERCIAL AUTO

N. UNINTENTIONAL ERRORS OR OMISSIONS
The following is added to Paragraph B.2.,
Concealment, Misrepresentation, Or Fraud, of
SECTION IV — BUSINESS AUTO CONDITIONS:

The unintentional omission of, or unintentional
error in, any information given by you shall not
prejudice your rights under this insurance.

However this provision does not affect our right to
collect additional premium or exercise our right of
cancellation or non -renewal.

Page 4 of 4 ends

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325

TRAVELERSJ

ONE TOWER SQUARE
HARTFORD CT 06183

WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 03 76 ( A) - 001
POLICY NUMBER:

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS

The additional premium for this endorsement shall be 2.00 % of the California workers' compensation pre- mium.

Schedule
Person or Organization Job Description

ANY PERSON OR ORGANIZATION FOR

WHICH THE INSURED HAS AGREED

BY WRITTEN CONTRACT EXECUTED

PRIOR TO LOSS TO FURNISH THIS
WAIVER.

Insured Roy Allan Slurry Seal, Inc. . Premium
Insurance Company Countersigned by
DATE OF ISSUE:

ST ASSIGN: Page 1 of 1
326
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•
,---r 117)1 ---- ---Itir I
Ps ian '
oti
Fiscal Year 23-24 Street Rehabilitation Projects
November 19, 2024

Agenda
• Overview of Pavement Management Plan
• Project Scope
Arterial Street Rehabilitation Project
Residential Slurry Seal Project
• Pavement Technologies
• Funding
• Recommendations

Pavement Overview
• Pavement is the City's largest
asset with an estimated
replacement cost of $255M
• Pavement Maintenance Inventory
Arterial Network — 49 miles, 9 million
square feet
Local Network — 81 miles, 15 million
square feet
• Within the past 5 years the City
has increased the PCI from 67 in
2018 to a projected 79 in 2024.

PAVEMENT

REHABILITATION

MAINTENANCE

SCHEDULE
"No Street Left Behind"
Public Works Department
Updated on October 29, 2024
Pavement Project Schedule
Design Year
Completed
2023-20
3021-25
2025-26
Coestruction
Completed
2024-25
2026-27
2026-27
2022-20
- 7037-25
,A
oc90
MEASU.E U
MUM °'

FY 23-24 "aerial Streets Rehabilitation Project
• Pavement Areas (500,000 Square Feet)
Melrose — Orangethorpe to Crowther
Chapman —Placentia to Kraemer
Intersection of Orangethorpe and Placentia
(Co-op Agreement w/ City of Fullerton)
• Storm Drain Improvements
Intersection of Center St & Walnut
• Sewer Improvements
Point Repairs and sewer lining in Old Town
area
• Schedule
80 Working Days
Construction to commence in Early 2025
Construction to finalize in Early Summer
2025
hapiTiaa
r
1—r

07. Ave
11_
. I
/ 1
C-'--------1 1' ;
•
,
Bastanehury ne
Ynrlw Linda Blvd I I --- I
1 I
I � I
I � �
Y ,
� I
Golden Ave
A,
4,e
Alta vista St
0 0.130.25 0.5 0.75 1
Miles

FY 23-24 Residential Streets Slurry Seal Project
• Pavement Areas (1.9 million
Square Feet)
• Schedule
50 Working Days
Construction to commence in
Winter 24/25
Construction to finalize in Spring
2025
ras$
ouse
O
ABG Construction

SLURRY SEAL
ARAM I
SEAVIEW CIR.
amftlisimr►
SLURRY & ARAM LOCATION MAP GROUP 1A

CITY OF PLACENTIA
1 1
331-

Y 23-24 Residential Streets Slurry Seal Project
• La Jolla Ave (Co-op
Agreement w/ City of
Anaheim)
ro
a
Cal4Raised Off -Road
tne BOF ©
epee
E Orarlgethorpe Ave
BUDPIRE 9
Arbonsts
QBest Western Plus .

Anaheim Orange Cou'l'y H
1 6' x 325' IN CITY
OF ANAHEIM.
va;ac z Middle
School Academy
Lumis Auti
a O and Machi
PLC am! HM
programming

SLURRY SEAL
ARAM I
ARAM II*

COOL SEAL
dN
5 5
P-ga Pa's 9
SLURRY & ARAM LOCATION MAP GROUP 1B

CITY OF PLACENTIA
* ARAM System II includes a 3/4" AC leveling course, considered a part of Additive Alternate Bid Schedule "C" `aOreSta pve
Mir aloft'
1 1
332

FY 23-24 Residential Streets Slurry Seal Project
I -N-Out Burger Q
\1`e\0dy �n
Wigs
o
7ve
K'aemer
Memo -al Pa•k
Boost Mobile
Free Samsung
xy Smartphc
Ace Auto
pve
ringHill Suites by
arriott Anaheim...

SLURRY SEAL
ARAM I
ARAM II*
•

EXISTING PAVERS TO BE

PROTECTED IN PLACE
-'ments 0
.• gehna Schoolf.

Apartments Credit Link
E Chapman Ave
Oak Tree Court
Apartment Homes
IBACKS LN.

E Santa FeCt
Ctooer Ave
QTorrez Trucking, Inc
SLURRY & ARAM LOCATION MAP GROUP 2

CITY OF PLACENTIA
* ARAM System II includes a''%" AC leveling course, considered a part of Additive Alternate Bid Schedule "C" E Crowther Ave
.`°
a

FY 23-24 Residential Streets Slurry Seal Project
1 1
•
1 Ct
Ct
1+7 t
Luncheon BEr
I I l l i
0 SLURRY SEAL
ARAM I
BLUERIDGE DR.

Chinook Dr
MCKINLEY DR.
9 Woodfield Community
of Placentia
BERKSHIRE WAY 1
RAINIER CIR.

LASSEN CIR.

TETON CIR.

Golden Ave
e'.l_es
CHEROKEE AVE.

Callforr1I)�)R
uji 10,
SHOSHONI AVE.

ARAPAHO PL.

CHEYENNE PL.

SEMINOLE AVE.

CHOCTAW PL. I
CHIPPEWA AVE.

NAVAJO AVE.
6 NATIONS AVE.

COMANCHE DR.

MOHAWK DR.

APACHE DR.

Golden Ave — G.

Kiolstad Dr
SLURRY & ARAM LOCATION MAP GROUP 3

CITY OF PLACENTIA
Valencia Ave
Valencia Ave

FY 23-24 Residential Streets Slurry Seal Project
HUDSON DR.
z
ori

SLURRY SEAL
ARAM I*
ARAM II**
FDR***
1 1

HUDSON AVE

LITTLE BIG HORN AVE

W ILLIAMETTE AVE

SUSQUEHANNA AVE
Looqman 0
Insurance Services
QTreehouse Esthetics
SLURRY & ARAM LOCATION MAP GROUP 4

CITY OF PLACENTIA
* ARAM System I, considered a part of Additive Bid Schedule "B" ** ARAM System II includes a %" AC leveling course, considered a part of Additive Bid Schedule "C" ***FDR includes a 4" AC base course and a 2" ARHM surface course, considered a part of Additive Bid Schedule "D" Brookhaven Ave
Brookhaven Ave
a
Q
d

PLACENTIA
*IL .ME RIC. CITY

FY 23-24 Residential Streets Slurry Seal Project
• Pavement Technologies
CoolSeal
Dark paved surfaces are a key contributor to the heat island effect in urban areas Reflects the suns energy and lowers surface temperatures by up to 20 degrees Passed California skid and slip tests, meaning it's safe to use in wet conditions Google
SLURRY & ARAM LOCATION MAP GROUP 1B
CITY OF PLACENTIA 336
* ARAM System II includes a''/." AC levelin a course, considered a part of Additive Alternate Bid Schec

FY 23-24 Residential Streets Slurry Seal Project
• Pavement Technologies
Asphalt Rubber and Aggregate Membrane (ARAM)
Consists of the application of an asphalt rubber binder followed by a pre -coated layer of aggregate, which is then compacted and swept.

Typically applied as part of a system consisting of different layers of materials System I
First localized full depth reconstruction is performed in specific areas Cracks larger than 0.5" in size are cleaned and sealed.

The existing pavement is then treated with a rubber binder Pre -coated aggregate is then placed and subsequently compacted to fill any significant cracks.

A final Type II slurry is then placed.

FY 23-24 Residential Streets Slurry Seal Project
System 1 examples:
1 3
1 2
Asphalt -Rubber binder
5 qe • •-•yi,
Applied ARAM (after sweeping)

FY 23-24 Residential Streets Slurry Seal Project
System 1 examples:

City of Norwalk
Norwalk he 19M. before an ARAM System 1 apollattiii Norwalk lrt P312, atter an ARAM System 1ariplicatiloo Box Canyon Road Ventura County
Before ARAM System 1 Application 2018
After ARAM System 1 Appli€a:ion 2024

FY 23-24 Residential Streets Slurry Seal Project
City of Chula Vista, 2015 before the application of ARAM System "�IIIAti' IIAAlllli; _e '111=11Mf
SFv"r
340
City of Chula Vista, 2023 8 years after the application of ARAM System

FY 23-24 Residential Streets Slurry Sea
Project
City of Palmdale, 2015 before the application of ARAM System 341
City of Chula Vista, 2024 9 years after the application of ARAM System I

FY 23-24 Residential Streets Slurry Seal Project
• Alternate Bid Schedules
ARAM System 11
Similar to a System 1 except for the inclusion of a
%" AC leveling course
38" ARAM
SL JINN" TYRE II
Anftlitik
3f4" MSI..

LEVELING
COURSE
5'

FEATHER

LEVEUNG COURSE
TO 0" AT THE EDGE
J
E
co
Z
L1

HUDSON AVE

SLURRY SEAL
ARAM I*
ARAM II**
FDR***
ml HUDSON DR.
dC
Iy
1 ROANOKE ST.

LITTLE BIG HORN AVE

SUSQUEHANNA AVE
IN
ii110111111 4 1 1 e
Y
0 0
CO

WILLIAMETTE AVE
Locoman 9
Insurance Services
qTreehe! nA Esthetics
4 SLURRY & ARAM LOCATION MAP GROUP 4

FY 23-24 Residential Streets Slurry Seal Project
• System 11 examples
1 3
$/4" Cony. Hot Mix
Leveling course
•
:Applied ARAM (after sweeping)

FY 23-24 Residential Streets Slurry Seal Project
City of Ontario, 2018 before application of ARAM System II 344
City of Ontario, 2023 5 years after application of ARAM System II

FY 23-24 Residential Streets Slurry Seal Project
City of Temecula, 2018 before application of ARAM System II 345
City of Temecula, 2022 4 years after application of ARAM System II

FY 23-24 Residential Streets Slurry Seal Project
L
jek
LA County (Sierra Madre), 2013 before application of ARAM System LA County (Sierra Madre), 2023 9 years after application of ARAM Syst,34611

FY 23-24 Residential Streets Slurry Seal Project
LA County (Lynwood), 2013 before application of ARAM System II LA County (Lynwood), 2023 9 years after application of ARAM System II 347
1 E$

FY 23-24 Residential Streets Slurry Seal Project
Hudson Ave
Little Big Horn Ave
Willamette Ave
Susquehanna Ave

FY 23-24 Residential Streets Slurry Seal Project
• Other Agencies that have bid ARAM projects within the past year City of Riverside — 504,000 SF of ARAM System 11 ($3.7 million) City of San Diego — 4 million SF of ARAM System II($3.2 million) City of Norwalk — 450,000 SF of ARAM System 11 ($800,000) City of Ontario — 400,000 SF of ARAM System 11 & 460,000 SF of ARAM System 1 ($1.9 million)
City of Downey — 1.3 million SF of ARAM System 1 ($13 million) City of Garden Grove —currently has a project in construction City of Brea —currently has a project in construction

FY 23-24 Residential Streets Slurry Seal Project
• Alternate Bid Schedules
Full Depth Reconstruction
Remove 6" of existing AC and base material
Replace w/ 4" of AC base course and 2" of
Asphalt Rubberized Hot Mix
J

SLURRY SEAL
ARAM I*
ARAM II**
FDR***

IHUDSON AVE
LITTLE
`•-

WILLIAMETTE AVE
Locoman 9
Insurance Services
qTreehouse Esthetics

BIG HORN AVE I

SUSQUEHANNA AVE
Brookhaven Ave
SLURRY & ARAM LOCATION MAP GROUP 4

1 Arterial Str Reconstruction Budget
• Available Budget for both Arterial and Residential streets: $4,333,300 Construction bid
Contingency
Construction Inspection
$2,824,600
$282,460
$120,000
Placentia's share of Fullerton's $110,000
adjacent roadway rehab project
Total Construction Costs $3,337,060
Measure M
SB1/RMRA
Measure U
$1,203,000
$1,497,000
$426,760
Citywide Storm Drain Impact Fee $25,000
FY 24/25 TOD Streetscape Impact $185,300
Fee
Total Construction Costs $3,337,060

Residential Slurry Seal Budget
• Budget available for Residential streets after Arterial Project: $996,240 Construction bid
Contingency
Construction Inspection
$1,651,276
$165,128
$80,000
Total Construction Costs $1,896,404
Funding Source
Measure U
Funding from other Measure U projects
McFadden Park Playground
$996,240
$460,000
Wayfinding Signs -Residential $250,000
Tynes Gym Roof Replacement
City of Anaheim Project Share
Total Construction Costs (funding needed)
$180,164
$10,000
$1,896,404

Combined Street Projects as
Recommended
Original Budget
$4,333,300
Arterial Streets
$3,337,060
Residential Streets
$1,896,404
Total Construction Costs (funding needed)
$5,233,464
Amount over original budget- funded thru deferral of
other projects
($900,464)

Alternative Residential Slurry Seal Project
• Additional construction cost of $701,917
• Would require rejecting bids for Arterial Streets Project and rebidding with a reduced scope of work unless additional CIP projects deferred
Majority of CIP projects are already under contract, in construction and/ or are funded with restricted funds that would not be available for streets such as Quimby, General Plan Update fee, misc. grants, etc.

Projects funded from the General Fund are not recommended to be used for streets due to operating budgetary needs in the current fiscal year.

Staff Recommendatior -Arterial Rehab Proje-`

1. Approve the Engineered Plans and Specifications prepared by NV5 Inc. for the FY 2023-24 Street Rehabilitation Project No. 6098; and

2. Approve a Public Works Agreement with Sequel Contractors Inc., for the FY 2023-24 Street Rehabilitation Project in the amount of $2,824,600.40; and

3. Reject all other bids received and authorize return of the bid bonds; and

4. Authorize the City Administrator to approve contract change orders up to ten percent (10%) of the contract amount, or $282,460.04, for a total construction contract not -to -exceed amount of $3,107,060.44; and

5. Approve a Cooperative Agreement with the City of Fullerton for the construction cost for Placentia's share of an adjacent roadway rehab project that is estimated to be $110,000, with the final cost to be based at actual construction completion; and

6. Approve a purchase order with Bowman Company to provide construction inspection and material testing services for a not -to -exceed amount of $120,000; and

7. Adopt Resolution No. R-2024-75, A Resolution of the City Council of the City of Placentia, California authorizing a budget amendment in Fiscal Year 2024-25 in compliance with City Charter of the City of Placentia §§1206 and 1209 pertaining to appropriations for actual expenditures; and Authorize the City Administrator and/or his designee to execute all necessary documents i orm approved by the City Attorney.

Staff Recommendation -Residential Slurry Seal Project

1. Approve the Engineered Specifications prepared by NV5 Inc. for the FY 2023-24 Residential Streets Slurry Seal Project; and

2. Approve a Public Works Agreement with Roy Allen Slurry Seal Inc., for the FY 2023-24 Street Rehabilitation Project in the amount of $1,651,276.27; and

3. Reject all other bids received and authorize return of the bid bonds; and

4. Authorize the City Administrator to approve contract change orders up to ten percent (10%) of the contract amount, or $165,127.63, for a total construction contract not -to -exceed amount of $1,816,403.90; and

5. Approve a Cooperative Agreement with the City of Anaheim for the construction cost for Anaheim's fair share of roadway rehabilitation project that is estimated to be $10,000, with the final cost to be based at actual construction completion; and

6. Approve a purchase order with Bowman Company to provide construction inspection and material testing services for a not -to -exceed amount of $80,000; and

7. Adopt Resolution No. R-2024-73, A Resolution of the City Council of the City of Placentia, California authorizing a budget amendment in Fiscal Year 2024-25 in compliance with City Charter of the City of Placentia §§1206 and 1209 pertaining to appropriations for actual expenditures . Authorize the City Administrator and/or his designee to execute all necessary documents orm approved by the City Attorney.

Alt. Option —Residential Slurry Seal Project

1. Approve the Engineered Specifications prepared by NV5 Inc. for the FY 2023-24 Residential Streets Slurry Seal Project, and

2. Reject all bids received for the FY 2023-24 Arterial Street Rehabilitation Project; and

3. Approve a Public Works Agreement with Roy Allen Slurry Seal Inc., for the FY 2023-24 Residential Streets Slurry Seal Project in the amount of $2,289,383.17; and

4. Reject all other bids received and authorize return of the bid bonds; and

5. Authorize the City Administrator to approve contract change orders up to ten percent (10%) of the contract amount, or $228,938.32, for a total construction contract not -to -exceed amount of $2,518,321.49; and

6. Approve a Cooperative Agreement with the City of Anaheim for the construction cost of Anaheim's fair share of roadway rehabilitation that is estimated to be $10,000, with the final cost to be based at actual construction completion; and

7. Approve a purchase order with Bowman Company to provide construction inspection and material testing services for a not -to -exceed amount of $80,000; and

8. Adopt Resolution No. R-2024-74, A Resolution of the City Council of the City of Placentia, California authorizing a budget amendment in Fiscal Year 2024-25 in compliance with City Charter of the City of Placentia §§1206 and 1209 pertaining to appropriations for actual expenditures; and

9. Authorize the City Administrator and/or his designee to execute all necessary documents, in a form a • • roved by the City Attorney. *****
PLA{ENiIA
4Ll LMERICd Cirr �1

Questions & Comments

Agenda Item No: 3.b

PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: November 19, 2024
Submitted by: Gabriel Guerrero-Gabany
From: Public Works
Subject:

Approval of Plans and Specifications and Award of Construction Contract to Sequel Contractors, Inc. for the Fiscal Year 2023-24 Arterial Street Rehabilitation Project, City Project No. 6098
Financial Impact:

Fiscal Impact:

Expense: $3,337,060.44 Total Construction Cost
$2,824,600.40 Construction Contract Amount
$ 282,460.04 Construction Contingency Amount
$ 120,000.00 Construction Inspection Costs
$ 110,000.00 City of Fullerton Reimbursement
Available
Budget:
$3,337,060.44 Total Project Budget
$1,497,000.00 Fiscal Year 2024-25 CIP (171301-6740)
$ 426,760.44 Fiscal Year 2024-25 CIP (181301-6740)
$ 25,000.00 Fiscal Year 2024-25 CIP (791301-6740)
$1,203,000.00 Fiscal Year 2024-25 CIP (791301-6740)
$ 185,300.00 Fiscal Year 2024-25 CIP (181301-6740)
RMRA Funds
Measure U
Citywide Storm Drain
Measure M
TOD Streetscape
Summary:

The scope of work for the Fiscal Year ("FY") 2023-24 Street Rehabilitation Project entails the rehabilitation of Chapman Avenue from Placentia Avenue to Kraemer Boulevard and Melrose Street from Orangethorpe Avenue to Crowther Avenue (Attachment 3), totaling approximately 500,000 square feet of roadways. In general, the work consists of pavement rehabilitation; replacement of damaged sidewalk, curb, and gutter; installation of new concrete bus pads; and new signing, striping, markings, pavement legends and sewer point repairs.

The City solicited competitive bids for the project. A total of five (5) bids were received for this project on October 24, 2024. These bids consisted of three portions: Bid "A" + Additive Bid "B" + Additive Bid "C". Bid "A" is the base bid which consists of the street rehabilitation, concrete work, and storm drain and sewer point repairs. Bid "B" is for adjusting water utility valves and Bid "C" is for sewer lining repairs. The grand total of all bids was used as the basis in determining the low bid for this project. The contract will be for the amount represented by the grand total. The low bid received from Sequel Contractors Inc. was found to be the lowest responsive and responsible bid received. Staff recommends that City Council award a 359

construction contract to Sequel Contractors Inc. in the amount of $2,824,600.40.

In addition to the construction cost, a ten percent (10%) construction contingency amount of $282,460.04 is provided to cover any unforeseen conditions found during construction. The total construction contract cost, including contingency, amounts to $3,107,060.44.

Recommendation:

Recommended Action: It is recommended that the City Council:

1. Approve the Engineered Plans and Specifications prepared by NV5 Inc. for the FY 2023- 24 Street Rehabilitation Project No. 6098; and

2. Approve a Public Works Agreement with Sequel Contractors Inc., for the FY 2023-24 Street Rehabilitation Project in the amount of $2,824,600.40; and

3. Reject all other bids received and authorize return of the bid bonds; and

6. Approve a purchase order with Bowman Company to provide construction inspection and material testing services for a not -to -exceed amount of $120,000; and

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

Strategic Plan Statement:

This item conforms to Strategic Plan Goal 5 and Objective 5.8, Implement the 2022 Pavement Management Plan Report to prioritize streets and roads.

Discussion:

The scope of work for the FY 2023-24 Street Rehabilitation Project includes the rehabilitation of Chapman Avenue from Placentia Avenue to Kraemer Boulevard and Melrose Street from Orangethorpe Avenue to Crowther Avenue that entails pavement rehabilitation; replacement of damaged sidewalks, curb, and gutter; installation of new concrete bus pads; and new signing, striping, markings, pavement legends and sewer point repairs. A total of 500,000 square feet of roadways will be rehabilitated as part of this project.

The City of Fullerton, as a part of its Orangethorpe Avenue from State College Boulevard to Placentia Avenue infrastructure improvement project, has agreed to pave a portion of the roadway within Placentia city limits. Taking advantage of the economy of scale of this project will allow Placentia to receive favorable unit prices and ensure consistency in the quality of work possible when a sole prime contractor is responsible for work within their limits. The cost to pave a portion of Orangethorpe Avenue will be approximately $110,000.

On October 24, 2024, the City received five (5) bids from contractors to construct the project.

The following table provides the total bid amounts received from each contractor:
360

Contractor
Sequel Contractors,
Inc
All American Asphalt
RJ Noble Company
PALP Inc (Excel
Paving Co.)
CEM Construction
Corp
Bid Amount
$2,824,600.40
$2,890,588.00
$3,057,760.20
$3,458,439.80
$3,888,333.50
After reviewing the bids, it was determined that Sequel Contractors, Inc. submitted the lowest responsible bid. Staff reviewed and analyzed their bid proposal, and it was found to be responsive and valid. Based upon Sequel Contractors, Inc. reference check, and submitted bid, Staff recommends awarding a construction contract to Sequel Contractors, Inc. for the FY 2023-24 Street Rehabilitation Project.

A component of this project requires the allocation of funding for inspection and material testing services. The City requested four quotes from its on-call list of construction management and inspection consultants. The following table provides the total bid amounts received from each consultant.

Consultant
Ardurra Group
Berg & Associates
Bowman Co.

Z&K Consultants
Quote
$217,565
$197,179
$108,900
$125,640
After reviewing the quotes, it was determined that Bowman submitted the most favorable proposal, and staff recommends approving a purchase order in the amount of $108,900, with approximately 10% contingency, for a total not -to -exceed amount of $120,000 to Bowman for inspection and material testing services.

Fiscal Impact Summary:

The total construction cost for the Fiscal Year 2023-24 Street Rehabilitation Project amounts to $3,337,060.44. This cost consists of the bid amount submitted by Sequel Contractors, Inc. in the amount of $2,824,600.40, a construction contingency in the amount of $282,460.04, and construction inspection services with Bowman in the amount of $120,000.

Funding for this project is supported by numerous sources as outlined below:

Funding Source
FY24/25 Measure M Funds
FY24/25 SB1/RMRA Funds
FY24/25 Measure U Funds
FY24/25 Citywide Storm Drain
Impact Fee
Amount
$1,203,000.00
$1,497,000.00
$426,760.44
$25,000.00
361

FY 24/25 TOD Streetscape
Impact Fee
Total
$185,300.00
$3,337,060.44
Attachments
Attachment 3 - Location Map.pdf
Attachment 4 - Co-op Agreement Fullerton.pdf
Attachment 1 - Arterial Rehabilitation Budget Amendment Resolution-R-2024-75.pdf Attachment 2 - Arterial Public Works Agreement.pdf
362

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ARTERIAL

REHABILITATION PROJECT
FY 2023-24
Public Works Department
Updated in November 2024
Project Area/Streets
Fiscal Years : 2023-2024
Total Sq. Ft : «500,000

ILEA RE U
Plaanua's Tax paws At Work
Local Tax Dollars at Work
This map is for general reference only and may not reflect recent changes or improvements.

The Public Works staff should be consulted for the most current information.

P 1r.

PLACE 363
Development Services Department, Planning Division, GIS =

COOPERATIVE AGREEMENT

BETWEEN CITY OF FULLERTON AND CITY OF PLACENTIA

FOR FUNDING AND CONSTRUCTION OF THE

STREET IMPROVEMENTS AT THE SHARED INTERSECTION OF

ORANGETHORPE AVENUE AND PLACENTIA AVENUE
PART OF CITY OF FULLERTON PROJECT NO. 44062
This COOPERATIVE AGREEMENT ("Agreement") is made and entered into this 19th day of November 2024, by and between the CITY OF FULLERTON ("Fullerton"), a municipal corporation and general city, and the CITY OF PLACENTIA ("Placentia"), a municipal corporation and charter city (the "Parties").

RECITALS
A. Orangethorpe Avenue is an existing six -lane arterial street located on the border of Fullerton and Placentia, laying partially in Fullerton and partially in Placentia, as shown in the Project Location Map attached as Exhibit "A" and incorporated herein by reference.

B. Fullerton desires to construct certain street improvements in and upon Orangethorpe Avenue between State College Boulevard and Placentia Avenue (the "Project"), including improvements to the shared intersection of Orangethorpe Avenue and Placentia Avenue.

C. Placentia desires to have Fullerton improve the shared intersection as part of the Project.

D. Project improvements will include: 1) Mobilization; 2) Water Pollution Control; 3) Traffic Control; 4) Cold Mill (2"); 5) Asphalt Rubberized Hot Mix (ARHM); 6) Adjust Sewer Manhole to Grade — Placentia Std; and 7) Traffic Striping and Signage.

E. Fullerton has obtained a bid for the Project. Placentia has reviewed the bid and agrees with the scope of the work to be performed in Placentia as well as the contractor's estimated costs for their share of the project in Placentia. The bid, including the estimate for that portion of the work to be performed in Placentia, is attached as Exhibit "B" and incorporated herein by reference.

F. The Parties agree that Fullerton shall take the lead in managing the Project and that Placentia shall reimburse Fullerton for that portion of the work within Placentia according to the provisions set forth herein.

G. Each Party has authorized sufficient funds in its budget to cover the costs of the Project in its respective jurisdiction.

Page 1 of 6 ends

364

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals of fact, the mutual covenants and conditions contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. Project Funding Obligations.

1.1. Placentia will be responsible for one hundred percent (100%) of the cost for those portions of the Project that are located within Placentia ("Placentia Portion"), as set forth in Exhibit "B" ("Placentia's Costs"). Placentia will pay Fullerton directly, within forty- five (45) days after receipt of an invoice and statement of work confirming that the project has been completed.

1.2. Placentia will be responsible for its pro -rata share of Project design, construction, and engineering cost for work performed within the boundaries of Placentia, which is approximately $98,976.00 (or approximately 2.4% of the total Project cost of $4,111,152.00). Placentia's final cost shall be based on the actual cost at completion, not to exceed $110,000.00.

1.3. Fullerton will be responsible for one hundred percent (100%) of the cost for those portions of the Project which are located within Fullerton ("Fullerton Portion"), as set forth in Exhibit "B" ("Fullerton's Costs"). Fullerton will also be responsible for the cost of the bid preparation, and all costs associated with Project Management. Fullerton will pay the contractor directly and be reimbursed by Placentia as provided in Section 2.1.

2. Payment Obligation

2.1. Placentia shall pay for the Placentia Portion based on its proportionate share of the actual quantities as measured in the field. The contractor shall provide and verify such amounts to the satisfaction of Placentia. In the event of a dispute over the quantity allocations, the parties shall work cooperatively with the contractor to resolve such dispute.

3. Construction Responsibilities.

3.1. Project Engineer. Fullerton shall act as Project Engineer and be responsible for all tasks necessary to prepare construction plans, specifications and cost estimates in accordance with all applicable criteria from Fullerton, Placentia and Anaheim.

3.2. Utility Relocation/Impacts. Fullerton and Placentia shall work together to identify all conflicting utilities within the Project. Fullerton shall issue all utility relocation request letters or other communications with utilities.

Page2of6
365

3.3. Proiect Plans. Insurance & Warranties.
a. Fullerton has submitted Project plans, specifications and the contractor's bid proposal to Placentia for review and approval and Fullerton has approved said Project plans, specifications and bid proposal. All work completed in Placentia shall be constructed per Placentia's specifications.
b. Fullerton shall require the contractor to identify the City of Placentia as an additional insured with insurance sufficiently broad to the satisfaction of Placentia. c. Fullerton shall require the contractor to pass through and assign all warranties to Placentia associated with the Placentia Portion of work.

3.4. Proiect Inspection. Placentia shall have access to the Project at all times during construction for the purpose of inspection. Placentia shall inspect the Placentia Portion regularly. Placentia agrees to cooperate with Fullerton on any joint inspections as requested by Fullerton. Should Placentia deem any remedial work to be necessary, Placentia shall notify Fullerton in writing thereof within three (3) business days of inspection, specifically describing the needed corrections and proposed remedial work.

Placentia shall be solely responsible for any remedial work that is not brought to Fullerton's attention in accordance with this paragraph.

3.5. Traffic Control. Traffic control for the Project may require road/lane closures and traffic signal management. The Parties agree that Fullerton shall take the lead in coordinating traffic control in and around the Project area and Placentia agrees to work cooperatively with Fullerton in traffic management.

3.6. Permits.
a. Fullerton shall obtain any and all permits required for the Project, including encroachment permits.
b. Placentia shall issue any required encroachment permits necessary for the Project at no charge.

3.7. Community Notification. Fullerton shall provide any and all required notification regarding the Project, including business and neighborhood community notifications.

3.8. Contract Chancre Orders. Placentia shall review and upon approval pay for any contract change orders ("CCOs") deemed necessary by Fullerton for construction of the Project. If CCOs are needed within the Placentia Portion, Placentia shall review and approve such CCOs during construction and City Engineer, or designee, shall coordinate CCO approval. The City Engineer, or designee, (hereinafter "Project liaison") shall provide concurrence on CCOs within three (3) business days of Fullerton's submittal to Placentia. If Placentia fails to concur with or propose changes to CCO within such time, such CCO shall be deemed approved.

Page3of6
366

3.9. Project Acce Lance. Prior to Fullerton's acceptance of Project improvements and filing a notice of completion, Placentia's Project Liaison shall review and provide written approval of all Project work. Placentia will not accept their portion of the project until all work is 100% complete, per Section 3.4. Fullerton shall furnish Placentia with one set of record drawings for the completed Project and a copy of the filed notice of completion.

3.10. Placentia's Obligations Post -Construction. Upon Placentia's City Engineer written approval and Fullerton's final acceptance of the Project, Placentia shall assume ownership, maintenance obligations and environmental mitigation responsibilities for the portions of the project within the City of Placentia.

4. Miscellaneous Obligations.

4.1. Time is of the essence in the execution and performance of this Agreement.

4.2. Indemnification & Hold Harmless. The Parties shall indemnify, defend with counsel approved in writing, save and hold each other's elected officials, officers, directors, agents and employees harmless from any and all claims, injuries, liabilities, actions, damages, losses or expenses, of every type and description to which they may be subjected arising out of any act or omission of, its employees, representatives, agents and independent contractors in connection with the implementation of the actions described in this Agreement.

4.3. Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties. No assignment of either Party's interest in this Agreement shall be made without the written consent of the other Party.

4.4. Entirety & Amendments. This Agreement contains the entire agreement between the Parties with respect to the matters provided for herein. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the Parties. No oral understanding or agreement not incorporated herein shall be binding on either Party.

4.5. Severability. If any part of this Agreement is held, determined, or adjudicated to be illegal, void, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.

4.6. Notices. Notices or other communications which may be required or provided under the terms of this Agreement shall be given as follows:

CITY OF PLACENTIA
Public Works Department
401 E Chapman Ave
Placentia, CA 92870
Attn: Director of Public Works

CITY OF FULLERTON
Public Works Department
303 W Commonwealth Ave
Fullerton, CA 92832
Attn: Public Works Director

Page 4 of 6 ends

367

All notices shall be in writing and deemed effective when delivered in person or deposited in the United States mail, first class postage prepaid and addressed as above.

Notwithstanding the above, the Parties may also provide notices by facsimile transmittal, and any such notice so given shall be deemed to have been given upon receipt during normal business hours or, in the event of receipt after business, on the following business day. Any notices, correspondence, reports and/or statements authorized or required by this Agreement, addressed in any other fashion shall be deemed not given

4.7. Governing Law & Venue. This Agreement shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties agree to submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394.

4.8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4.9. Termination. In the event either party defaults in the performance of any of it obligations under this Agreement or materially breaches any of the provisions of this Agreement, the non -breaching Party shall have the option to terminate this Agreement upon thirty (30) days' prior written notice to the other Party. In the event the breaching Party cures such default within such thirty (30) day period, the election to terminate shall be deemed revoked and of no further force and effect as to that particular default.

4.10. Consent to Breach Not Waiver. No term or provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach IN WITNESS WHEREOF, the parties hereto have executed this Agreement by and through their authorized officers this 19th day of November 2024.

CITY OF FULLERTON
A Municipal Corporation
Date: /o/Z 9 /4.7e By:

Stephen Else, Public Works Director

Page 5 ends

368

ATTEST: � APP: 4 EAS TO FORM:

ON CITY ATTORNEY
Lucinda Willia , y Clerk
D. Jones, City Attorney
Richa

CITY OF PLACENTIA,
A Municipal Corporation
Date: By:

Damien R. Arrula, City Administrator
ATTEST: APPROVE AS TO FORM:

PLACENTIA CITY ATTORNEY
Robert S. McKinnell, City Clerk

Page 6 ends

By:

Christian L. Bettenhausen,
City Attorney
369

Exhibit "A"
Project Location Map
370

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J
a
U
LEGEND:

CITY' OF

PORTI POE WORK

CENTER LINE

CITY LIMITS
-, -, - PROJECT LIMITS

ORANGETHORPE AVE
i"WLLERYUN ply LIWI75
ANAH I pTY LIMI r -
ATTACHMENT: EXHIBIT A -- LOCATION MAP
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Exhibit "B"
Cost Sharing Amount:

City of Placentia
372

ORANGETHORPE STREET REHABILITATION
FULLERTON CITY PROJECT NO. 44062

PLACENTIA PORTION ONLY - PRELIMINARY ESTIMATE
Item Item Description Quantity Units Unit Price
Contract
Amount
1 Mobilization 0.05 LS $390,000.00 $19,500.00
2 Water Pollution Control 0.05 LS $15,000.00 $750.00
3 Traffic Control 0.05 LS $346,000.45 $17,300.02
24 Cold Mill (2") 20,711 SF $0.55 $11,391.05
28 Asphalt Rubberized Hot Mix (ARHM) 259 TON $135.00 $34,949.81 45 Adjust Sewer Manhole to Grade - Placentia Std 2 EA $1,175.00 $2,350.00 48 Traffic Striping and Signage0.08 LS $37,289.00 $3,165.13 Total
jj I 1 I I $89,406.02
Total Design $134,400 (Placentia Portion 5%)
10% Construction Contingency

ROUNDED TOTAL NOT TO EXCEED AMOUNT
1 of 1
$6,720.00
$8,940.60
$105.500.00
373

RESOLUTION NO. R-2024-75

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PLACENTIA, CALIFORNIA AUTHORIZING A BUDGET
AMENDMENT IN FISCAL YEAR 2024-25 IN COMPLIANCE
WITH CITY CHARTER OF THE CITY OF PLACENTIA §§ 1206
AND 1209 PERTAINING TO APPROPRIATIONS FOR
ACTUAL EXPENDITURES.

A. Recitals.
(i). The adopted budget for the 2024-25 Fiscal Year sets out estimated appropriations for City expenses throughout the year.
(ii). From time to time the adopted budget must be adjusted when precise expenditures are finally determined or when estimated expenditures exceed projected costs allocated.
(iii). City Charter of the City of Placentia § 1206 authorizes the City Council to amend or supplement the budget by motion adopted by the affirmative votes of at least three members so as to authorize the transfer of unused balances appropriated for one purpose to another purpose, or to appropriate available revenues not included in the budget. All other legal prerequisites to the adoption of this Resolution have occurred.

B. Resolution.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLACENTIA DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:

1. In all respects as set forth in the Recitals, Part A., of this Resolution.

2. The adopted budget for Fiscal Year 2024-25, Resolution No. R-2024-75, is hereby amended to adjust the following accounts as specified below:

Fund
Capital Project
Description
City of Fullerton
Reimbursement
Department
Public Works
GL Account
796098-6740
Amount
$110,000
Type
Expense

3. The Mayor shall sign this resolution, and the City Clerk shall attest and certify to the passage and adoption thereof.

Resolution R-2024-75

Page 1 of 2 ends

374

PASSED, ADOPTED AND APPROVED THIS 19th DAY OF NOVEMBER 2024.

Jeremy Yamaguchi, Mayor
ATTEST:

Robert McKinnell, City Clerk

STATE OF CALIFORNIA

COUNTY OF ORANGE
I, Robert McKinnell, City Clerk of the City of Placentia, do hereby certify that the foregoing resolution was adopted at a regular meeting of the City Council of the City of Placentia held on the 19th day of November 2024 by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

Robert McKinnell, City Clerk
APPROVED AS TO FORM:

Christian Bettenhausen, City Attorney
Resolution R-2024-75

Page 2 of 2 ends

375

PUBLIC WORKS TEMPLATE WITH BONDS

CITY OF PLACENTIA

PUBLIC WORKS AGREEMENT FOR THE
FY 2023-24 ARTERIAL STREETS REHABILITATION PROJECT
THIS AGREEMENT (herein "Agreement") is made and entered into this 19th day of November 2024 by and between the CITY OF PLACENTIA, a municipal corporation and charter city, (herein "City") and SEQUEL CONTRACTORS INC. (herein "Contractor"). The parties hereto agree as follows:

WITNESSETH:

A. WHEREAS, City requires the construction of arterial street improvements as 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.

1.0 DEFINITIONS

1.1 Definitions. As used in this Agreement, the following definitions shall be applicable:
(a) Contractor. Contractor shall mean Sequel Contractors Inc. a (California corporation, partnership, individual) located at 13546 Imperial Highway Santa Fe Springs, CA 90670.
(b) City. City shall mean the City of Placentia, a Municipal Corporation and Charter City, located at 401 E. Chapman Ave,, Placentia, California 92870. (c)
City Council. City Council shall mean the City Council of the City of Placentia.
(d) Contract Officer. 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.
1 376

(e) Services. Services shall mean the services to be performed by the Contractor pursuant to this Agreement.
(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.

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.
2 377

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;

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.

3.1, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written 3 378

2.10 Prevailina Waae Laws. Contractor represents and warrants that it is registered with the Department of Industrial Relations as required by SB 854 and Labor Code 1725.5 and understands that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractor shall ensure that its subcontractors comply with said requirements. Contractor shall comply with Labor Code Section 1771.4 and shall post all legally required job site notices. fn 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.

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 two million eight hundred and twenty four thousand six hundred dollars and forty cents ($2,824,600.40) (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. 4 379

4.0 PERFORMANCE SCHEDULE

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

5.0 COORDINATION OF WORK

Sequel Contractors Inc.

ATTN: Thomas Pack
13546 Imperial Highway
Santa Fe Springs, CA 90670
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.

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.

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 Performina 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 ail 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.

those indicated; or (3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily 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 from 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

Conditions:

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

Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signatory'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.

The certificates of insurance and endorsements shall be attached to this Agreement as Exhibit "D" and are incorporated herein by this reference.

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.

6.5 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's Key Rating Guide or in the Federal Register, and only if they are of a Financial Size Category Class VII or larger, unless such requirements are waived by the Risk Manager of the City due to unique circumstances. In the event the Project Manager and Risk Manager determine that the work or services to be performed under this Agreement creates an increased risk of Toss 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 Project Manager provided that the Contractor shall have the right to appeal a determination of increased coverage by the Project Manager to the City Council of City within ten (10) days of receipt of notice from the Project Manager.
9 384

7.0 RECORDS AND REPORTS

limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

8.0 GENERAL PROVISIONS

8.7 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, corrector 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.

To City: City of Placentia
401 E. Chapman Ave.

Placentia, California 92870
Attn. Gabriel Guerrero:

To Contractor: Sequel Contractors Inc.

ATTN: Thomas Pack
13546 Imperial Highway
Santa Fe Springs, CA 90670
12 387

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 seg.) 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. Contractor's duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor's participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project, if any, have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Contractor pursuant to this Agreement.

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.

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 13 388

Agreement unless such person is properly documented and legally entitled to be employed within the United States. Further, Contractor shall comply with the following:
(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-Verifv. 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 h ftp://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.

8.21 Leaal 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.

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.

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 15 390

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 warrants that it is not suspended or debarred from doing business with the United States government and can legally be paid from federal funds. 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. 16 391

8.31 Entire Aareement. 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.

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
Jeremy Yamaguchi, Mayor
ATTEST:

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

CONTRA
Thomas S. Pack, President
Name and Title
954301424
Social Security or Taxpayer ID Number
Christian L. Bettenhausen, City Attorney
17 Date:

Date: 11/7/24
Date:
392

APPROVED AS TO INSURANCE:

Krystle Murillo, Risk Manager
APPROVED AS TO CONTENT:

Gabriel Guerrero-Gabany, Senior Civil Engineer
DEPARTMENTAL APPROVAL:

Chris Tanio, Director of Public Works
18 Date:

Date:

Date:
393

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of L .s is
On tIij7/Zf
Date
personally appeared
before me,
Daniel &�astamarlta, Notary Public
%mita 5 Here Insert Name and Title of the Officer
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person( whose name0 is/are subscribed to the within instrument and acknowledged to me that he/4ae/tom executed the same in his/Ileritjaair authorized capacity(ise), and that by his/Jaer/tt, irsignature(e) on the instrument the person($, or the entity upon behalf of which the person( acted, executed the instrument. 444004404444446400444444444004444.4•,044440
44;. DANIEL BIJSTAMANTE d
❑ (;5: s (.�' >1 COMM. 112349514
_ "
"� ' I
NO F'LIS;LIC � CALIFORNIA p
;
c
LOS ANLL' LS COLN—Y
My Comm r MARCI 11.21025 ;
4444444444444444444044444044404444H444044i
Place Notary Seal Above
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
u2,1 a�l�
Signature of Notaty Public

OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document:

Document Date:

Signer(s) Other Than Named Above:

Capaciity(ies) Claimed by Signer(s)
Signer's Narrie:

D Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual E Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:

Signer Is Representing:

Number of Pages:

Signer's Name:

Corporate Officer — Title(s):

Partner — ❑ Limited ❑ General
Individual L. Attorney in Fact
Trustee ❑ Guardian or Conservator
n Other:

Signer Is Representing:
.��c:�•c-Z;�ke:`�i;�v=c,�zL'�=G��Gz"vrcz=c�_�7:'=Gc.�.c=�-�-c.� www.NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907 394

Nei
SEQUEL CONTRACTORS INC.

ST. LIC 4610600A.
13546I.NMPER0AL Y
SANTA Ft SPR NGS, `CA `90070
Fax (56.2) 802-7499
(562) 802-7227 Office
ACTION BY UNANIMOUS WRITTEN CONSENT OF THE :DOA ] OF
DIRECTORS OF SEQUEL CONTRACTORS, INC,°
The Undersigned being all ofthe Directors of SEQUEI..,,CQNTRATO , WNC a Cal forAl'Corlaoratiori, 40 1100?' take the following action 'by -this :written consentat-a meeting of the Board of Direetors "held on 'April '4, 2024 iii accordance with the Bylaws of the Corporate n and the California Corporation Code..

WHEREAS, the Board .or Directors _deems it advisable to authorize the Officers of the Corporation Abel Magailattes, Thomas .S..Pack r4nd Michael A. Mahler, respectively, ``to execute hid bonds on behalf of the Corporationwith anyagency, person, company o <municipality; RESOLVED FURTHER,. that Abel Magallanes, Thomas S. Pack and Michael A. Mahler are authorized to execute labor, material,': and-faithfiil performancebonds inconneetion with,eont'racts to be entered: into with any agency, person,, company or municipality;
RESOLVED F'URTHEER& ;,that Abel Magallanes, Thomas S. Peck and Michael A Mahler, are ;.authorized and. directed -to execute And deliver street :improvement contracts and related agreements with any .agency, person, company or municipa!ity on such tcrms conditions as they deem advisable in theirsote discretion; 'RESOLVED :FURTHER, that Abel Magallanes, Thomas S. Tack and: Michael A. ;Mahler be, and they,hereby are authorized by their sole signatures on any document to bind this corporation to contract, bids, bonds, etc,a RESOLVED FURTHER, that Abel Magallanes, Thomas S Pack and, Michael A. Mahler be, and they hereby are. authorized and .directedto take any and all such other actions and execute: such other documents as may be necessary or appropriate to :carry out the purposes of the foregoing authorizations.

I(11 winless thereof, the Undersigned .threctors :have .executed .this `unanimous iwritten .consent :to indicate this. adoption:. of the consent of the foregoing. resolution and the aotivn. set_.fortb'therein.

MIcli ; A.Mahler
Director &: Secretary
Abel Maga
Vice President& Assistant Seeret
395

CITY OF PLACENTIA

PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENT: That,
WHEREAS, the CITY OF PLACENTIA (hereinafter called the "City") has awarded to Sequel Contractors Inc a California corporation (hereinafter "Principal"), an Agreement, dated November 19, 20 24 ("Agreement") whereby Principal agreed to provide construction services including FY 2023-24 ARTERIAL STREETS REHABILITATION PROJECT
WHEREAS, the Public Work to be performed by the Principal is more particularly set forth in the Agreement which is incorporated herein by reference and made a part hereof; and WHEREAS, said Principal is required under the terms of the Agreement to furnish a bond for the faithful performance of the Agreement;
Sequel Contractors Inc Merchants Bonding Company (Mutual) NOW, THEREFORE, we, ., as Principal, and as Surety, are held and firmly bound unto the City in the sum of Two million eight hundred and twenty Four thousand six hundred dollars and forty cents Dollars ($ $2,B24,6ov.� this amount being not less than one hundred percent (100%) of the total contract price under Agreement, lawful money of the United States of America for payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, and successors jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, the obligation shall become null and void if the above -bounded Principal, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by well and truly keep and perform all the undertakings, terms, covenants, conditions, and agreements in the said Agreement and any alteration thereof, made as therein provided, all within the time and in the manner therein designated and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officer, agents and employees, as therein stipulated; otherwise it shall be and remain in full force and virtue.

As a part of the obligation secured hereby, and in addition to the face amount specified, costs and reasonable expenses and fees shall be included, including reasonable attorneys' fees, incurred in successfully enforcing the obligation on the bond, all to be taxed as costs and included in any judgment rendered.

The said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or modification of the Agreement, the contract documents or of the work to be performed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extensions of time, alteration or modification of Agreement, the contract documents or of the work to be performed thereunder.

Surety's obligation shall be a guarantee of payment and performance and shall not be diminished by any bankruptcy or reorganization in bankruptcy or liquidation or the result of the foregoing or otherwise of Principal. Accordingly, the filing of any petition in bankruptcy or for rearrangement or reorganization or liquidation (or proceedings similar in purpose or effect) of Principal under any federal or state laws ("Insolvency Case") will not toll or delay the date due for payment or performance hereunder as more particularly specified in of the Construction Management Agreement. The City shall be not be required to await the outcome of an Insolvency Case or to enforce any of their respective rights under the Agreement, respectively, prior to obtaining payment in full from Surety. If for any reason payment received by the City in respect D-23
396

of the obligations of the Principal under the Agreement guaranteed pursuant to this bond is rescinded or must be returned or restored by the City, this bond shall be automatically reinstated and shall continue to be in effect as if such payment had not been made.

Collection of liquidated damages by City due to Principal's failure to timely achieve Substantial Completion shall not limit, modify, or act as an offset or credit against Surety's obligation to arrange for or cause the completion of the Public Work as and when required by the Agreement.

IN WITNESS WHEREOF three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and Surety named herein, on the 7th day of November 20 24 , the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative pursuant to authority of its governing body (Seal)
SURET c atlnts Bond n• -empany-( utual)
By -�
Timothy D. Rapp, Attory in Fact
-
6700 Westown Parkway
West Des Moines, IA, 50266-7754

ADDRESS
APPROVED:
required from all

CITY ATTORNEY
(Seal)

PRINCIPAL S
By

INSTRUCTIONS
µThomas S. Pack, President
:(ti.' A.!a3it,r, 5 ..II
13546 Imperial Highway
Santa Fe Springs, CA 90670

ADDRESS
Two (2) Notarized Signatures
Corporations.

1. The above bond must be executed by both the Principal and the Surety.

2. If the Principal is a corporation, the bond must be executed in the corporate name and signed by the President or a Vice -President and the Secretary or Assistant Secretary, and the corporate seal affixed. If the Principal is a partnership, ail partners must sign it. If the Principal is an individual doing business under a fictitious name, it must be signed by all persons having an interest in the business, and the fictitious name must be signed also.

The bond must be notarized by both the Principal and the Surety.

3. The City Attorney of the City of Placentia must approve the bond.

4. The bond, after approval, must be filed with the City Clerk of the City of Placentia.

D-24
397

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
:E''
AA -A -A Its -A .A
CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of Ls AvItS )
On 11}711,4 _ before me,
Date 1 �j j Here Insertf{ NameAand Title of the Officer personally appeared IWavws S . ltI, �%tz:ja ,..1 1 I;cL) . M.,46, SJt Name(s) of Signer(s) [
Daniel 84 me nte, Notary Public
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that Pte/g/they executed the same in his/rtm/their authorized capacity(ies), and that byTrisyhsr/their signatures) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 444444644/441446440440444444444414461665650
/ s
o_a. r#« 1:

DANIEL BUSTAMANTE
COMM. #2349514
NOTAHY PUBLIC - CALJFOHN!A

LDS ANGLLLS COLINTY
•Ite'' My Comm. Expires MARCH 1, 7025 •
4NN4444N0.44•4H411441H44444414i4444440
Place Notary Seal Above
I certify under PENALTY OF PERJURY under the laws
of The State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
Signature of Notary Public

OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document:

Document Date:

Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual 0 Attorney in Fact
❑ Trustee 0 Guardian or Conservator
❑ Other:

Signer Is Representing:

Number of Pages:

Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited 0 General
0 Individual ❑ Attorney in Fact
❑ Trustee 0 Guardian or Conservator
❑ Other:

Signer Is Representing:
©2016 National Notary Association • www.NationalNotary.org 1 -800 -US NOTARY (1-800-876-6827) Item #5907 398

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of California
County of Oranae
On
November 7, 2024
before me, Debra Swanson. Notary Public
(insert name and title of the officer)
personally appeared Timothy D. Rapp
who proved to me on the basis of satisfactory evidence to be the person* whose name(*) isles subscribed to the within instrument and acknowledged to me that heleistaMiffley executed the same in his it authorized capacity+(iedj, and that by hisillismiblosiii signature(*) on the instrument the person), or the entity upon behalf of which the personO acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature 1,J,),_. j_U)-G-AINi\ VA (Seal)

DEBRA SWANSON
COMM. # 2502022 XI
NOTARY PUBLIC•CALIFORNIA

ORANGE COUNTYN
. . MY COMM. EXP. NOV 10, 2028
399

MERCHAN17*„
BO DING COM, PA, NY.

POWER OF ATTORNEY
Know All Persons By Theca Presents, that MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC., both being corporations of the State of Iowa, dib/a Merchants National Indemnity Company (In California only) (herein collectively called the "Companies') do hereby make, constitute and appoint,lndlvidually, Douglas A Rapp; Timothy D Rapp
their true and lawful Attorney(s)-in-Fact, to sign its name as surety(ies) and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law.

This Power -of -Attorney Is granted and is signed and sealed by facsimile under and by authority of the following By -Laws adopted by the Board of Directors of Merchants Bonding Company (Mutual) on April 23, 2011 and amended August 14, 2016 and adopted by the Board of Directors of Merchants National Bonding, Inc., on October 16, 2015.
"The President, Secretary. Treasurer, or any Assistant Teeasurer or any Assistant Secretary or any Vice President shall have power and authority to appoint Attorneys -in -t=act; and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory In the nature thereof." 'The signature of any authorized officer and the seal of the Company may be affixed by facsimile or electronic transmission to any Power of Attorney or Certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance!, or other suretyship obligations of the Company, and such signature and seal when so used shall have the same force and effect as though manually fixed." In connection with obligations in favor of the Florida Department of Transportation only, it is agreed that the power and aut hority hereby given to the Attomey-in-Fact includes any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts required by the State of Florida Department of Transportation. It is fully understood that consenting to the State of Florida Department of Transportation making payment of the final estimate to the Contractor and/or its assignee, shall not relieve this surety company of any of its obligations under its bond.

In connection with obligations in favor of the Kentucky Department of Highways only, it is agreed that the power and authority hereby given to the Attorney -in -Fact cannot be modified or revoked unless prior written personal notice of such intent has been given to the Commissioner - Department of Highways of the Commonwealth of Kentucky at least thirty (30) days prior to the modification or revocation.

InWitness Whereof, the Companies have caused this Instrument to be signed and sealed this 3rd day of February , 2024 . .•*",,,"'+r. : • • e `"' • •. MERCHANTS BONDING COMPANY (MUTUAL) 4'`+�...p 1444(�E. •• 1s,„,..,-,-...:,-4,6«
c. MERCHANTS NATIONAL BONDING, INC.

GOAp004 o ; " : :P• o . dlbla MERCHANTS NATIONAL INDEMNITY COMPANY = ' 2003 ,: 7, /1.- - -.,
'0 ` ,. ':_1933 ' ,
Be
;v 'l'..*. 47 ' moi•
STATE OF IOWA •., �' ;f ••`�,, •.41 . `s *. President
e.

COUNTY OF DALLAS ss. '+'• rr`+•'4s 4�RwYa
On this 3rd day of February 2024 , before me appeared Larry Taylor, to me personally known, who being by me duly sworn did say that he is President of MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC.; and that the seals affixed to the foregoing instrument are the Corporate Seals of the Companies; and that the said instrument was signed and sealed in behalf of the Companies by authority of their respective Boards of Directors.

Penni Hitler
Commission Number 787952
My Commission Expires
(awe January 20, 2027
(Expiration of notary's commission does not Invalidate this Instrument) I, William Warner, Jr., Secretary of MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC., do hereby certify that the above and foregoing is a true and correct copy of the POWER-OF-ATTORNEY executed by said Companies, which is still in full force and effect and has not been amended or revoked..

In Witness Whereof, f have hereunto set my hand and affixed the seal of the Companies an this 7th day of November, 2024.

Ea i
'..'. "'II :rg' .: C4 "1:1;1":-..
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Placentia City CouncilNovember 19, 2024

Placentia City Council
November 19, 2024