1.C APPROVE SPECS AND AWARD ROY ALLAN SLURRY SEAL INC FY 23-24 RESIDENTIAL STREETS SLURRY SEAL

Agenda Item No: 1.c

PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: December 3, 2024
Submitted by: Gabriel Guerrero-Gabany
From: Public Works
Subject:

Approval of Specifications and Award of Construction Contract to Roy Allan Slurry Seal, Inc. for the Fiscal Year 2023-24 Residential Streets Slurry Seal Project Financial Impact:

Fiscal Impact:

Expense: $2,152,611.17 Construction Contract Amount
$ 215,261.12 Construction Contingency Amount
$ 80.000.00 Construction Inspection Costs
$2,447,872.29 Total Construction Costs
Budgeted: $2,447,872.29 Total Project Funds
$1,047,539.56 FY 24-25 CIP Budget: Measure U Funds from FY 23-24 Arterial Street Rehabilitation Project (Resolution R-2024-73)
$ 460,000.00 FY 24-25 CIP Budget: Measure U Funds from McFadden Park Playground Renovation Project (Resolution R-2024-73)
$ 249,953.50 FY 24-25 CIP Budget: Measure U Funds from Wayfinding Signs Residential Project (Resolution R-2024-73)
$ 404,982.97 FY 24-25 CIP Budget: Measure U Funds from Tynes Gym Roof Replacement Project (Resolution R-2024-73)
$ 275,396.76 FY 24-25 CIP Budget: SB 1/RMRA Funds from Street Name Replacement Project (Resolution R-2024-73)
$ 10,000.00 City of Anaheim's Project Share (Resolution R-2024-73) Summary:

The scope of work for the Fiscal Year (FY) 2023-24 Residential Streets Slurry Seal Project entails the rehabilitation of multiple residential streets totaling 1.9 million square feet of roadways. In general, the work consists of the application of slurry seal, constructing asphalt - rubber aggregate membrane (ARAM) System I, full depth reconstruction, localized pavement reconstruction, concrete curb and gutter replacement, protecting existing utilities, installing signing, striping, markings, and pavement legends. A location map is provided as Attachment No. 3.

The City solicited competitive bids for the project and a total of four (4) bids were received for this project on October 31, 2024. These bids consisted of five (5) portions: Bid "A" + Additive Bid "B" + Additive Bid "C" + Additive Bid "D" + Additive Bid "E". The total of Bid "A" and Additive Bid "B" was used as the basis in determining the low bid for this project and consists of the application of slurry seal and ARAM System 1. The low bid received from Roy Allan 50 Slurry Seal, Inc. (Roy Allan) was found to be the lowest responsive and responsible bid received.

At the November 19, 2024, Council Meeting, Staff was provided with direction to remove the "CoolSeal" product from the scope of work and source additional funding sources to supplement the additional scope of performing full depth pavement construction in Group 4 residential streets. Proceeding with this direction, Staff recommends that City Council award a construction contract to Roy Allan in the amount of $2,152,611.17, which includes Bid "A", Additive Bid "D" and Additive Bid "E". Additive Bid "D" includes Full Depth Reconstruction to the streets in the Group 4 area. Additive Bid "E" includes paving the Whitten Center Parking Lot.

In addition to the construction cost, a ten percent (10%) construction contingency amount of $215,261.12 is provided to cover any unforeseen conditions found during construction. The total construction contract cost, including contingency, amounts to $2,367,872.29.

Recommendation:

Recommended Action: It is recommended that the City Council:

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 Allan Slurry Seal, Inc., for the FY 2023-24 Street Rehabilitation Project in the amount of $2,152,611.17; and

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

4. Authorize the Acting City Administrator to approve contract change orders up to ten percent (10%) of the contract amount, or $215,261.12, for a total construction contract not -to -exceed amount of $2,367,872.29; and

5. Approve a Cooperative Agreement with the City of Anaheim for the construction cost for 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

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; and

8. Authorize the Acting City Administrator and/or her 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:

A portion of work is within the City of Anaheim, and in an effort to further collaboration between both agencies Staff is recommending entering into a cooperation agreement. The City of Anaheim would be responsible for reimbursing Placentia for an amount not to exceed $10,000 dollars.

On October 31, 2024, the City received four (4) bids from contractors to construct the project.

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

Contractor Bid Amount
Roy Allan Slurry Seal $2,152,611.17
Pavement Coatings Co. $2,426,029.50
American Asphalt South, Inc. $2,560,652.50
All American Asphalt $2,564,146.00
These bids consisted of five (5) portions: Bid "A" + Additive Bid "B" + Additive Bid "C" + Additive Bid "D" + Additive Bid "E". The total of Bid "A" and Additive Bid "B" was used as the basis in determining the low bid for this project and consists of the application of slurry seal, ARAM System 1, and localized full depth pavement reconstruction. ARAM System 1 consists of the application of an asphalt rubber binder, followed by placement of hot pre -coated aggregate which is then followed by the application of a Type 11 slurry seal. The low bid received from Roy Allan was found to be the lowest responsive and responsible bid received.

At the November 19, 2024, Council Meeting, Staff was provided with direction to remove the "CoolSeal" product from the scope of work and source additional funding sources to supplement the additional scope of performing full depth pavement construction in Group 4 residential streets. Proceeding with this direction Staff recommends that City Council award a construction contract to Roy Allan in the amount of $2,152,611.17, which includes Bid "A", Additive Bid "D" and Additive Bid "E". Additive Bid "D" includes Full Depth Reconstruction to the streets in the Group 4 area. Additive Bid "E" includes paving the Whitten Center Parking Lot. Group 4 consists of the streets Hudson, Roanoke, Willamette, Susquehanna, and Little Big Horn.

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 Company
Z&K Consultants
Quote
$145,717
$147,804
$ 73,375
$ 83,120
After reviewing the quotes, it was determined that Bowman Company submitted the most favorable proposal, and Staff recommends approving a purchase order in the amount of $73,375 with approximately 10% contingency, for a not -to -exceed amount of $80,000 for 52 inspection and material testing services.

Fiscal Impact Summary:

The total construction cost for the FY 2023-24 Residential Streets Slurry Seal Project amounts to $2,447,872.29. This cost consists of the bid amount submitted by Roy Allan in the amount of $2,152,611.17, a construction contingency in the amount of $215,261.12, and a construction inspection and material testing purchase order with Bowman Company in the amount of $80,000.

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

Funding Source Amount
FY 24-25 Measure U Funds from FY 2023-24 Arterial Street Rehabilitation Project (Resolution R-2024-73) $1,047,539.56 FY 24-25 Measure U Funds from McFadden Park Playground
Renovation Project (Resolution R-2024-73) $ 460,000.00
FY 24-25 Measure U Funds from Wayfinding Signs - Residential Project
(Resolution R-2024-73)
FY 24-25 Measure U Funds from Tynes Gym Roof Replacement Project
(Resolution R-2024-73)
FY 24-25 SB 1/Gas Tax Funds from Street Name Replacement Project
(Resolution R-2024-73)
Total
$ 249,953.50
$ 404,982.47
$ 275,396.76
$2,437,872.29
Reimbursements Amount
City of Anaheim's Project Share (Resolution R-2024-73) $10,000.00 Total Reimbursements $10,000.00
Staff is recommending Resolution R-2024-73 to appropriate $460,000 from the existing McFadden Park Playground Renovation Project, $249,953.50 from the existing Residential Wayfinding Signs Project, $404,982.47 from the Tynes Gym Roof Replacement Project and $275,396.76 from the Street Name Replacement Project to support the cost of the proposed project. The McFadden Park Playground Renovation Project was able to utilize existing grant funding so this reallocation will not affect its delivery. In addition, the proposed resolution will appropriate $10,000 in funding agency cost -share reimbursement from the City of Anaheim for this project and $51,300 from Golden State Water Company as reimbursement for the FY 2023-24 Arterial Street Rehabilitation Project. This reimbursement was not considered in the previous Council action with the award of the construction contract for the FY 2023-24 Arterial Street Rehabilitation Project. As such, this reimbursement is included in the attached resolution with a corresponding reduction in Measure U Funds for the FY 2023-24 Arterial Street Rehabilitation Project and increase in the contribution from Measure U Funds for the FY 2023-24 Residential Streets Slurry Seal Project to provide sufficient funding for the 53 recommended actions.

Attachments
Attachment 1 - Budget Amendment Resolution No. R-2024-73 - FY 23-24 Residential Street Project
Attachment 2 - Residential Slurry Public Works Agreement.pdf Attachment 3 - Location Map.pdf
Attachment 4 - Anaheim Coop.pdf
54 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.

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-2024-38, is hereby amended to adjust the following accounts as specified below:

Fund Description Department GL Account Amount Type
Measure Infrastructure — Community 797504-6760 $460,000.00 Decrease U Fund Parks (McFadden Services
Park Playground
Renovation Project)
Measure Infrastructure — Public Works 792505-6741 $249,953.50 Decrease U Fund Traffic (Wayfinding
Signs — Residential
Streets Project)
Resolution R-2024-73

Page 1 of 3 ends

Attachment 1
55 Measure Buildings & Community 795510-6850 $404,982.47 Decrease U Fund Facilities (Tynes Services
Gym Roof
Replacement
Project)
Measure Infrastructure - Public Works 796098-6740 $1,047,539.56 Decrease U Fund Streets (FY 23-24
Arterial Street
Rehabilitation
Project)
Measure Infrastructure — Public Works 791506-6740
U Fund Streets (FY 23-24
Residential Slurry
Seal Project)
SB Infrastructure — Public Works 601509-6740
1/RMRA Streets (Street
Fund Name Replacement
Project)
SB Infrastructure — Public Works 601506-6740
1/RMRA Streets (FY 23-24
Fund Residential Slurry
Seal Project)
City City of Anaheim Public Works 331506-4710
Capital Reimbursement
Projects
Fund
City Infrastructure — Public Works 331506-6740
Capital Streets (FY 23-24
Projects Residential Slurry
Fund Seal Project)
Capital Golden State Water Public Works 336098-4710
Project Company
Fund Reimbursement
Capital Infrastructure - Public Works 336098-6740
Project Streets (FY 23-24
Fund Arterial Street
Rehabilitation
Project)
$2,162,475.53
$275,396.76
$275,396.76
$10,000.00
Increase
Decrease
Increase
Revenue
$10,000.00 Expense
$51,300.00 Revenue
$51,300.00 Expense

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

PASSED, ADOPTED AND APPROVED THIS 3rd DAY OF DECEMBER 2024.

Resolution R-2024-73

Page 2 of 3 ends

Attachment 1
56 Jeremy Yamaguchi, Mayor
ATTEST:

Robert McKinnell, City Clerk

STATE OF CALIFORNIA

COUNTY OF ORANGE
1, 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 3rd day of December 2024 by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

APPROVED AS TO FORM:

Christian Bettenhausen, City Attorney
Resolution R-2024-73

Page 3 ends

Robert McKinnell, City Clerk
Attachment 1
57 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 3rd day of December 2024 by and between the CITY OF PLACENTIA, a municipal corporation and charter city, (herein "City") and ROY ALLEN SLURRY SEAL INC. (herein "Contractor"). The parties hereto agree as follows:

WITNESSETH:

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 Allen 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.
(e) Services. Services shall mean the services to be performed by the Contractor pursuant to this Agreement.
1 58

(f)
Satisfactory. Satisfactory shall mean satisfactory to the City Administrator or his/her designee.

2.0 SERVICES OF CONTRACTOR

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

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

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

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

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

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

2.6 Standard of Performance. Contractor, its subcontractors, and their employees, in the performance of Contractor's work under this Agreement, shall be responsible for exercising the 2 59

degree of skill and care required by customarily accepted good professional practices and procedures used in the Contractor's field.

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

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

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

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

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

3. The City shall have the option to direct Contractor not to re -perform any task which was not performed to the reasonable satisfaction of the City Project Manager pursuant to application of (1) and (2) above. In the event the City directs Contractor not to re -perform a task, the City shall negotiate a reasonable settlement for satisfactory work performed.

No previous payment shall be considered a waiver of the City's right to reimbursement.

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

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

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

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

3.1, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of 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 3 60

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

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 one hundred and fifty two thousand six hundred and eleven dollars and seventeen cents ($2,152,611.17) (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.

4.0 PERFORMANCE SCHEDULE

4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4 61

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 December 3, 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 Allen Slurry Seal Inc.

ATTN: Lawrence Allen
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 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 62

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 those indicated; or (3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and 6 63

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 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 7 64

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 or in connection with the performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor shall pay to the 8 65

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.
9 66

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 67

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

8.8 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: City of Placentia
401 E. Chapman Ave.

Placentia, California 92870
Attn. Gabriel Guerrero:

To Contractor: Roy Allen Slurry Seal Inc.

ATTN: Lawrence Allen
12643 Emmens Way
Santa Fe Springs, CA 90670
12 69

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

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

Contractor and its officers, employees, associates, and subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to Contractor's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Contractor and its officers, employees, associates, and subcontractor shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Contractor is not currently performing work that would require Contractor or one of its officers, employees, associates, or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. 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 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

8.16 Hirino 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 70

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 71

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 72

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 73

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: \\/)
Date:
74 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:
75 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 76 EXHIBIT B

SCHEDULE OF PERFORMANCE
The scope of work shall be completed within 50 working days from the Notice to Proceed 77 EXHIBIT C

INSURANCE REQUIREMENTS
78 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 00 01.
• 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. 79 • 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.
• Required evidence of coveracie:

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 coverage:

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 8 Employer's Liability Insurance • Workers' compensation insurance with statutory limits as required by the Labor Code of the State of California.
• Employer's liability with limits of $1,000,000.00 per accident; $1,000,000.00 disease per employee; $1,000,000.00 disease per policy.
• The policy shall include a written waiver of the insurer's right to subrogate against City. • Required evidence of coveracie:

1. Subrogation waiver endorsement; and

2. Properly completed certificate of insurance.

4. Contractor's Pollution Liability Insurance
• 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 80 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 coveraoe:

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 81 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.
82 EXHIBIT D

CERTIFICATES OF INSURANCE AND ENDORSEMENTS
83 ACCIR El CERTIFICATE OF LIABILITY INSURANCE DAT (MM/DD/YYY ) 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, If SUBROGATION IS WAIVED, subject to the terms and conditions this certificate does not confer rights to the certificate holder in lieu

PRODUCER
Acrisure Southwest Partners Insurance Services, LLC
18952 MacArthur Blvd., Suite #300
Irvine, CA 92612
www.patrisk.com OK07568

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

COVERAGES
the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. of the policy, certain policies may require an endorsement. A statement on of such endorsement(s).

CONTACT
Annette Romero
( .sc. Ng, Exa): 949-486-7904 tHNE ic. Nor
E-MAIL
ADDRESS: 8rofnefo patrisk.com
INSURER A :

INSURER B :

INSURER C
INSURER D :

INSURER E :

INSURER F
CERTIFICATE NUMBER: 82705029 REVISION NUMBER:

INSURER(S) AFFORDING COVERAGE NAIC #_
Travelers Indemnity Company of Connecticut 25682
Travelers Property Casualty Co of America 25674

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 ADDL SiieR,. POLICY EFF POLICY EXP
LTR I TYPE OF INSURANCE I p� POLICY NUMBER (MMIDDIYYYYI (MMIDDIYYYY) LIMITS A j I COMMERCIAL GENERAL LIABILITY ✓ ✓ DT22-CO-3S422962-TCT-24 7/1/2024 7/1/2025 CLAIMS -MADE ✓ OCCUR
✓ I GL ded $1,000
GEN'L AGGREGATE LIMIT APPLIES PER:

PRO -
POLICY ✓ ECT - LOC
OTHER:

A AUTOMOBILE LIABILITY

J ANY AUTO
OWNED

AUTOS ONLY
✓ AUTOS ONLY
• UMBRELLA LIAB

EXCESS LIAB
DED 1 ✓ 1 RETENTION $10,000

B WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANYPROPRI ETOR/PARTNERIEXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
IfIfyes, deEscRIPsccribe under
A Leased/stented Equuiipmentbeiow

SCHEDULED
AUTOS

NON -OWNED

AUTOS ONLY
Iv, OCCUR

CLAIMS -MADE
Y/N
/ ✓
810 -3S280586 -24-26-G
✓ ✓ CUP -3S426186-24-26
NIA
UB -5Y063159 -24-26-G
DT22-CO-3S422962-TCT-24
7/1/2024
7/1/2025
7/1/2024 7/1/2025
7/1/2024 7/1/2025
7/1/2024
7/1/2025
EACH OCCURRENCE $ 1,000,000

DAMAGE IUKLNIEU
PREMISES (Ea occurreel
MED EXP (Any one person)

PERSONAL &ADV INJURY

GENERAL AGGREGATE

PRODUCTS - COMP/OP AGG

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

PROPERTY DAMAGE
(Per accidentl
$ 300,000
$ 5.000
$ 1.000,000
$ 2,000,000
$ 2,000,000
$ 1,000.000
EACH OCCURRENCE $ 5.000.000

AGGREGATE
$ 5,000.000
✓ PT
RT
OTH-
T_ ER

E,L, EACH ACCIDENT
E.L. DISEASE - EA EMPLOYE
E.L. DISEASE - POLICY LIMIT
Limit $500,000
DESCRIPTION OF OPERATIONS / LOCATIONS 1 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
ACORD 25 (2016/03)
$1,000.000
$1 _ofQQOD
$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.

The ACORD name and logo are registered marks of ACORD
82705029 1 24-25 GL/AU/UMB/WC/IM 1 AnneLLe Romero 1 11/12/2024 2:08:04 ?M (PST) Page 1 of 33 84 DT22-CO-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

85 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.
0 2018 The Travelers Indemnity Company. All rights reserved. CG D2 46 04 19 82705029 124-25 GL/A0/OMB/SC/IM 1 Annette Romero 1 11/12/2024 2:08:04 PM (PST) 1 Page 3 of 33 86 DT22-C O-3 S422962 -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
Insured.

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

SECTION I — COVERAGES
COVERAGE A — BODILY INJURY AND PROPERTY

DAMAGE LIABILITY

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

CG T1 00 0219 0 2017 The Travelers Indemnity Company. M rights reserved.

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Page 1 of 21 ends

87 COMMERCIAL GENERAL LIABILITY
e. Damages because of "bodily injury' include
damages claimed by any person or organization
for care, Toss of servces 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 partys 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 fumishing 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 m clusion 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:
(1) "Bodily injury' if sustained within a
building and caused by smoke,
fumes, vapor or soot produced by
or originating from equipment that
CD 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material or Insurance Services Office, Inc. with its permission. 82705029 124-25 GL/AU/UMB/WC/IM 1 Annette Romero 1 11/12/2024 2:08:24 PM (PST) 1 Page 5 of 33 88 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 additbnal
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
(e)

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;
(11) "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 "party
damage'' arising out of heat,
smoke or fumes from a "hostile
fire"; or
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
perfomring 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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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
government, 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.

Damage To Property
"Property damage" to:
(1) Property you own, rent, or occupy,
Including any costs or expenses incurred
by you, or any other person, organization or
entity, for repair, replacement,
enhancement, restoration or maintenance
of such property for any reason, including
prevention of injury to a person or damage
to another's property,
(2) Premises you sell, give away or abandon, if
the "property damage" arises out of any
part of those premises;
(3) Property loaned to you;
(4) Personal property in the care, custody or
control of the insured;
J•

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CG T1 00 0219
90 (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
"Body injury" arising out of "personal and
advertising injury".
p. Electronic Data
Damages arising out of the Toss 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'.
q. 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.
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.
0 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 21 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. 92705029 1 24-25 GL/AU/UMB/WC/IM 1 Annette Romero 1 11/12/2024 2:08:04 PM (PST) 1 Page 8 of 33 91 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, onier 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)

Page 6 of 21 ends

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

Exclusions c. through n. 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.

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'.
© 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Inctudes copyrighted material of Insurance Services Office, Inc. with Its permission. 82705029 1 24-25 GL/AU/OMB/WC/IM 1 Annette Romero 1 11/12/2024 2:08:04 PM (PST) 1 Page 9 of 33 92 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 elusion does not apply to
liability for damages:
(1)
That the insured would have 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 attorneys' fees and litigation
expenses are for defense of that party

COMMERCIAL GENERAL LIABILITY
against a civil or alternative 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

9. 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
j•
"Personal and advertising injury' caused by an
offense committed by an insured whose
business is:
(1) Advertising, "broadcasting" or publishing;
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Page 7 of 21 ends

93 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 Toss, 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
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
government, 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 Toss, 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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94 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.
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
CG T1 00 0219

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 oxceed 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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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 fumish 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.

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
g -
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

1. 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 I — 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 attorneys' fees and necessary
litigation eeenses as Supplementary Payments
ends when:

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96 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 11 — WHO 18 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
CG T1 00 0219

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
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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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 II —
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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98 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:

CG T1 00 0218

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) Irrmediately 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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99 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 insured's 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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100

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:
(t) 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 —
Limlts 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,
Builders Risk, Installation Risk or
similar coverage for "your wark';
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 I1 — 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 insureds rights
against at 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 Toss 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 Toss, 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 dose 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 "sur 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 loss 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
"sloganTM.
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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103

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
(3) 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;

Page 18 of 21 ends

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104

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
pies;
(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
(5) Oral or written publication, including
publication by electronic means, of material
that:
(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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105

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 1 — 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 ail
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.
0 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Inctudes copyrighted material of Insurance Services Office, Inc. with Its permission. 82705029 1 24-25 GL/AU/UMI/AC/IM I Annette Romero 1 11/12/2024 2:09:05 PM (PST) 1 Page 23 of 33 106

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 alterative 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
furnished 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 0218

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 fumished 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
wamings 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.
0 2017 The Travelers Indemnity Company. All rights reserved. Page 21 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 82705029 1 24-25 GL/AO/UM3/HC/IM Annette Rortero 1 11/12/2024 2:08:04 PM (PST) 1 Page zy ci _ 107

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 — Govemmental
Entities — Permits Or Authorizations Relating To
Operations

PROVISIONS
A. WHO IS AN INSURED — UNNAMED

SUBSIDIARIES
The following is added to SECTION 1I — 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 D316 0219
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 governmental 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 governmental
entity; or
b. Any "bodily injury" or "property damage"
included in the "products -completed
operations hazard".
02017 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 82705029 1 20-25 GL/AU/UM3/WC/IM 1 Annette Romero 1 11/12/2020 2:08:00 PM (PST) I Page 25 of 33 108

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 1I1 — UMITS 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.

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 furnishing of
food or beverages; or
b. The fumishing 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 II — 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
UABIUTY 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 UABILITY — RAILROADS

1. The following replaces Paragraph c. of the
definition of "insured contract" in the
DEFINITIONS Section:
c. Any easement or license agreement;
02017 The Travelers Indemnity Company. All rights reserved. CG D3 16 0218 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 82705029 124-25 GL/AU/UE13,9C/IM 1 Annette Romero 111/12/2024 2:08:04 PM (PST) 1 Page 26 of 33 109

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:
a.
b.

COMMERCIAL GENERAL LIABILITY
Any premises while rented to you or
temporarily occupied by you with permission
of the owner, or
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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110

Roy Allan Slurry Seal, Inc.

POLICY NUMBER: 810 -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 indudes 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 fV — BUSINESS AUTO
CONDITIONS:

Regardless of the provisions of paragraph a. and
paragraph d. of this pad 6. 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.

CA T4 99 0216 u 2016 The Travelers Indemnity Company. AU rights reserved.

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111

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.

A. BROAD FORM NAMED INSURED
B. BLANKET ADDITIONAL INSURED
C. EMPLOYEE HIRED AUTO
D. EMPLOYEES AS INSURED
E. SUPPLEMENTARY PAYMENTS — INCREASED
LIMITS
F. 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 UMIT
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 P/ —
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

112

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
perforating 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
fumish these bonds.

2. The following replaces Paragraph A.2.a.(4),
of SECTION 11— LIABILITY COVERAGE:
(4) All reasonable expenses incurred by the
"Insured" at our request, including actual
Toss 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 Tess 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 I1 —
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 II —
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 82'05029 1 24-25 GL/AU/UM3/^1C/IM I Annette Romero 111/12/2029 2:08:04 PM )PST) I Page s. ri _ 113

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 01 — 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.B., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — BUSINESS AUTO
CONDITIONS:

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Page 3 of 4 ends

114

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

Includes copyrighted material of Insurance Services Office, Inc. with Its permission 82705029 1 24-25 GL/nU/UM3/WC/IM 1 Annette Romero 1 11/12/2024 2:08:D4 PM (PST) I Rage r< of _ CA T3 83 08 17
115

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
82705029 1 24-25 GL/AU/OMB/WC/IM 1 Annette Romero 1 11/12/2024 2:08:04 PM (PST) Page 33 of 33 116

117

Fullerton
r ---
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Bastanchury
--
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Golden Ave _ 1
Bastanchury Rd
Valencia Ave
is
Yorba Linda Blvd
a
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v
Y
i I
11' I
1 I
Iii- I
e pve 1
crft SII0 -41011
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OTOL_
orangethorpe Ave
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owing
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f -----JJ
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�J 0 0.13 0.25 0.5 0.75
Miles
Ri.611) N T IAL
REHABILI 1/-.i 1UA r"r►6je.i, 1
FY 2023-24
Public Works Department
Updated in November 2024
- Project Area/Streets
Fiscal Years : 2023-2024
Total Sq. Ft : ,-1,900,000
OCGO
MEASUREU q�Loca/TaxDollars at Work
::s map Is for general reference only and may not rellecr recent or
be Improvements.
/ochanges lo -
rhe Public Works staychanges
be or the most
current Information.

Develo SPG v n ,,: i u on GIS PLA9 118

G
P1-612,1517 .1,L
�IGI�.y�

PORTION OF LA JOLLA STREET

COOPERATIVE AGREEMENT

BETWEEN CITY OF PLACENTIA AND CITY OF ANAHEIM

FOR FUNDING AND CONSTRUCTION OF THE
FY 2023-2024 RESIDENTIAL STREETS SLURRY SEAL PROJECT
dais COQPERATIVE AGREEMENT ("Agreement") is made and entered into this.23 day of C ,2024, by and between the CITY OF PLACENTIA ("Placentia"), a municipal corporation and charter city, and the CITY OF ANAHEIM ("Anaheim"), a municipal corporation and charter city (the "Parties").

RECITALS
A. La Jolla Street is an existing two-lane collector street located on the border of Anaheim and Placentia, laying partially in Anaheim and partially in Placentia, as shown in the Project Location Map attached as Exhibit "A" and incorporated herein by reference.

La Jolla Street runs generally in a west -east direction.

B. The Parties agree that La Jolla Street is in need of preservation, for portions located in Anaheim as well as in Placentia (the "Project").

C. Project improvements will include: 1) Mobilization 2) Traffic Control and Public Safety; 3) Best Management Practices; 4) Tire Rubber Modified Slurry Seal (TRMSS) Type II; 5) Construct 3/8" Asphalt Rubberized Aggregate Membrane and may include: 7) Construct 3/4" AC Leveling Course; 8) 5' Variable Depth Edge Grind D. Anaheim has reviewed the estimate for the project and agrees with the scope of the work to be performed in Anaheim on La Jolla Street as well as the estimated costs for their share of the Project in Anaheim. The estimate for that portion of work to be performed in Anaheim, is attached as Exhibit "B" and incorporated herein by reference.

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

F. 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

119

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

1.2. Anaheim will be responsible for its pro -rata share of Project design, environmental, construction, inspection and construction engineering cost for work performed within the boundaries of ANAHEIM, which is approximately $8,450 (or approximately 1% of the total PROJECT cost of $1,888,770.00). Anaheim's final cost shall be based on the actual cost at completion, not to exceed $10,000, which includes the additional funds to cover design, inspection and construction engineering costs.

1.3. Placentia will be responsible for one hundred percent (100%) of the cost for those portions of the Project which are located within Placentia ("Placentia Portion").

Placentia will also be responsible for the cost of the bid preparation, and all costs associated with Project Management. Placentia will pay the contractor directly and be reimbursed by Anaheim as provided in Section 2.1.

2. Payment Obligation

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

3. Construction Res;)onsibilities.

3.1. Project Engineer. Placentia 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 Anaheim, Placentia, the County of Orange, and Caltrans.

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

Page 2 of 6 ends

120

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

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

Anaheim shall be solely responsible for any remedial work that is not brought to Placentia'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 Placentia shall take the lead in coordinating traffic control in and around the Project area and Anaheim agrees to work cooperatively with Placentia in traffic management.

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

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

3.8. Contract Chan• e Orders. Anaheim shall review and upon approval pay for any contract change orders ("CCOs") deemed necessary by Placentia for construction of the Project. If CCOs are needed within the Anaheim Portion, Anaheim 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 Placentia's submittal to

Page 3 ends

121

Anaheim. If Anaheim fails to concur with or propose changes to CCO within such time, such CCO shall be deemed approved.

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

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

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:

Page 4 of 6 ends

122

CITY OF ANAHEIM
Public Works Department
200 S Anaheim Blvd
Anaheim, CA 92805
Attn: City Engineer

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

Page 5 ends

123

IN WITNESS WHEREOF, the partiespereto hhve executed this Agreement by and through their authorized officers thisaLf day of C-4-• 2024.

ATTEST:

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

Christian L. Bettenhausen, City Attorney
Date:

ATTEST:
e esa Bass, City Clerk 1 N I H'I ?it

CITY OF PLACENTIA
A Municipal Corporation
Damien R. Arrula, City Administrator

CITY OF ANAHEIM,
A Municipal Corporation
By:

Rudy i` ami, Public Works Director
I.

APPROVE AS TO FORM:

ANAHEIM CITY ATTORN4EY
By
Bryn M
153465
Page6of6
rley, Deputy ttorney
124

Exhibit "A"
Project Location Map
125

("Vethorre Ave
7 •
1 N aest WeSte'' ptu!
r nna++erre Otair Cf'*I t1 �+
Uy
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1 City of Placentia I. City of Anaheim
1 SLURRY SEAL
ARAM I

COOL SEAL
9 •
r
r
FY23-24 Residential Streets Slurry Seal Project

CITY OF PLACENTIA
w r r
r �
r r
1 1
1 1
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LtlmhS Aaitalation r Ptsbot
and htachiayisxtegr3to•
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Exhibit "B"
Cost Sharing Amount:

City of Anaheim
127

CONSTRUCTION COST ESTIMATE

CITY OF ANAHEIM PORTION ON LA JOLLA ST CITY OF PLACENTIA FY 2023-24 RESIDENTIAL STREETS SLURRY SEAL PROJECT

ITEM NM
1 Mobilization
1 2 Traffic Control & Public Safety 1
3 Best Management Practices 1
4 Tire Rubber Modified Slurry Seal (TRMSS) Type 11 2
5 Surface Preparation and Crack Seal 2140
6 Construct 3/8" Asphalt Rubberized Aggregate Membrane (ARAM) 230 7 Construct 3/4" AC Leveling Course 10
8 5' Variable Depth Edge Grind 1625

SUBTOTAL
10% DESIGN
10% CONTINGENCY
15% FOR INSPECTION

TOTAL ESTIMATED CONSTRUCTION COST
LJw
LS
LS
LS
ELT
SF
SY
TON
SF
Not to exceed Project Funding
*Assuming this portion of this work wil be constructed as part of a larger project (City of Placentia Project) Prepared By: NV5 Date: 08/27/2024

UNIT CANT
$800.00
$1,000.00 $1,000.00
$100.00 $100.00
$400.00 $800.00
$0.08 $214.00
$6.50 $1,495.00
$120.00 $1200.00
$0.40 $650.00
$6,259
$626
$626
$939
$8,450
$10,000
lEIPT1NIATZEI coaT
$800.00
128

Placentia City CouncilDecember 3, 2024

Placentia City Council
December 3, 2024