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HomeMy WebLinkAbout2017 CON Palm Engineering - Stormwater Pipe Repair - Earl DriveAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND PALM ENGINEERING CONSTRUCTION COMPANY, INC. THIS AGREEMENT is entered into on this 23rd day of March, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and PALM ENGINEERING CONSTRUCTION COMPANY, INC., a corporation (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide emergency stormwater pipe repair at 1432 Earle Drive, National City. WHEREAS, the CITY has determined that the CONTRACTOR is a corporation and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the CONTRACTOR to perform emergency stormwater pipe repair at 1432 Earle Drive, National City, and the CONTRACTOR agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services shall be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on March 23, 2017. The duration of this Agreement is for the period of March 23, 2017 through May 31, 2017. Completion dates or time durations for specific portions of the project are set forth in Exhibit "A". 3. SCOPE OF SERVICES. The CONTRACTOR will perform services as set forth in the attached Exhibit "A". The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONTRACTOR shall appear at meetings as requested by the CITY to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Kuna Muthusamy hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Richard Egan thereby is designated as the Project Director for the CONTRACTOR. 5. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $55,000. The compensation for the CONTRACTOR'S work shall not exceed the rates set forth in Exhibit "A". Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONTRACTOR and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR in this Agreement, the CITY or the CONTRACTOR shall give to the other written notice. Within ten (10) business days, the CONTRACTOR and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONTRACTOR for this project, whether paper or electronic, shall become the property of the CITY for use with respect to this project, and shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CITY, and CONTRACTOR thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONTRACTOR'S written work Standard Agreement Page 2 of 10 Revised December 2016 Palm Engineering, Inc. City of National City and product for the CITY'S purposes, and the CONTRACTOR expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or SUBCONTRACTORS, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its SUBCONTRACTOR(S) shall require the SUBCONTRACTOR(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR'S employees, except as herein set forth, and the CONTRACTOR or the CONTRACTOR'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONTRACTOR its agents, servants, and employees are as to the CITY wholly independent CONTRACTOR, and that the CONTRACTOR'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR and each of its SUBCONTRACTOR(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of Standard Agreement Page 3 of 10 Revised December 2016 Palm Engineering, Inc. City of National City and this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to practice its profession. 12. STANDARD OF CARE. A. The CONTRACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONTRACTOR warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONTRACTOR'S professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -paragraph will render the CONTRACTOR liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not Standard Agreement Page 4 of 10 City of National City and Revised December 2016 Palm Engineering, Inc. apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONTRACTOR shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONTRACTOR under this Agreement. 17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONTRACTOR(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. Standard Agreement Page 5 of 10 Revised December 2016 Palm Engineering, Inc. City of National City and B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. Standard Agreement Page 6 of 10 Revised December 2016 Palm Engineering, Inc. City of National City and 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONTRACTOR'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or Standard Agreement Page 7 of 10 Revised December 2016 Palm Engineering, Inc. City of National City and other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Kuna Muthusamy, P.E. Assistant Director Engineering and Public Works City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONTRACTOR: Richard Egan Project Manager Palm Engineering Construction Company, Inc. 7330 Opportunity Road, Suite J San Diego, CA 92111 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONTRACTOR. Standard Agreement Page 8 of 10 City of National City and Revised December 2016 Palm Engineering, Inc. 22. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Contractor is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($ 1 0,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Subcontractors or Subcontractors. The CITY is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is Standard Agreement Page 9 of 10 Revised December 2016 Palm Engineering, Inc. City of National City and allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By IDJ APPROVED AS TO FORM: / > l�jI fl George H. Eiser, III Interim City Attorney Standard Agreement Revised December 2016 PALM ENGINEERING CONSTRUCTION COMPANY, INC. (Corporation — siglicyr s of two corporate officers required) By: R' (Name) I c7gs $/(4/tell2 (Print) (Title) By: (Name) R o 1S 5)-( Pri-t6 Z , (Print) Page 10 of 10 (Title) el/my City of National City and Palm Engineering, Inc. ATTACHMENT A GENERAL CONTRACT CONDITIONS SECTION 1 - CHANGES IN WORK 1-1 CHANGES INITIATED BY THE CITY 1-1.1 General. With the signing of the contract documents, the contractor acknowledges that his representative is authorized to sign change orders. 1-1.2 Agreed Prices. All proposed change order work shall be submitted with a detailed cost estimate. The detailed cost estimate shall indicate material, labor, equipment, overhead, and all incidentals required to perform change in work. 1-1.3 Payment for Overtime Work. Except as otherwise provided in this Section, the Contractor shall not receive additional compensation for overtime work; i.e., work in excess of eight (8) hours in any one calendar day or forty (40) hours in any one calendar week, even though such overtime work may be required under emergency conditions and may be ordered by the Engineer in writing. Additional compensation will be paid to the Contractor for overtime work only in the event extra work is ordered by the Engineer and the change order specifically authorizes the use of overtime work and then, only to such extent as overtime work of a similar nature in the same locality. All costs of inspection and testing performed during overtime work by the Contractor, which is allowed solely for the convenience of the Contractor shall be borne by the Contractor. The City shall have the authority to deduct the cost of all such inspection and testing from any partial payments otherwise due to the Contractor. 1-1.4 General. The Contractor, in providing the services set forth herein, shall not perform work in excess of the project without the written permission of the City or its designated representative. All requests for extra work shall be by written change order submitted to the City prior to the commencement of the work. 1-1.6 Payment. 1-1.7.1 Basis for Establishing Costs. (a) Labor. The costs of labor will be the actual cost for wages prevailing for each craft or type of workers performing the extra work at the time extra work is done, plus a labor surcharge set forth in the California Department of Transportation publication entitled "Labor Surcharge and Equipment Rates", which is in effect on the date upon which the work is accomplished and which is a part of the Contract. Said labor surcharge shall constitute full compensation for all payments imposed by the State and Federal laws and for all other payments made to, or on behalf of, the workman, other than the prevailing wages. The use of labor classifications which would increase the extra work cost will not be permitted unless the Contractor establishes the necessity for such additional costs. Labor costs for equipment operators and helpers shall be reported only when such costs are not Initials included in the invoice for equipment rentals. The labor cost for workers shall be proportioned to all of their assigned work and only that applicable to extra work shall be paid. Non -direct labor costs including superintendence shall be considered part of the mark-up of subsection 3-3.2.3(a) (b) Tool and Equipment Rental. The Contractor will be paid for the use of equipment at the rental rates listed for such equipment in the Department of Transportation publication entitled "Labor Surcharge and Equipment Rental Rates" which is in effect on the date upon which it is accomplished and which is a part of the Contract, regardless of ownership and any such rental or other agreement, if such may exist, for the use of such equipment entered into by the Contractor. If it is deemed necessary by the Engineer to use equipment not listed in the said publication, a suitable rental rate for such equipment will be established by the Engineer. The Contractor may furnish any cost data, which might assist the Engineer in the establishment of such rental rate. 1-1.7.2 Markup. (a) The markup for extra work by the contractor for their own work shall be: a. Labor 20% b. Materials 15% c. Tools and equipment 15% (b) The markup for extra work by the subcontractor for their own work shall be: a. Labor 20% b. Materials 15% c. Tools and equipment 15% The prime contractor markup for subcontractor work shall be 5%. Regardless of the number of hierarchical tiers of Subcontractors, the 5% Contractor's mark-up may be applied one time only to the performing Subcontractor's total cost. Costs for additional bond premiums shall be calculated at the end of the project and a change order for the credit or additional costs shall be paid at that time by Change Order. SECTION 2 - DISPUTE RESOLUTION PROCESS. 2-1.1 Mandatory Non -Binding Mediation. If a dispute arises out of, or relates to this contract, or the breach thereof, and if said dispute cannot be settled through contract provisions provided for claim settlement or negotiations, the parties agree to first endeavor to settle the dispute in an amicable manner, using mandatory mediation under the Construction Industry Mediation Rules of the American Arbitration Association or any other neutral organization agreed upon before having recourse in a court of law. 2-1.2 Mandatory Mediation Costs. The expenses of witnesses for either side shall be paid by the party producing such witnesses. All other expenses of the mediation, including required traveling and other expenses of the mediator, and the cost of any proofs or expert advice produced tL . Initials at the direct request of the mediator, shall be borne equally by the parties, unless they agree otherwise. 2-1.3 Selection of Mediator. A single mediator that is acceptable to both parties shall be used to mediate the dispute. The mediator will be knowledgeable in construction aspects and may be selected from lists furnished by the American Arbitration Association (AAA) or any other agreed upon mediator. To initiate mediation, the initiating party shall serve a Request for Mediation on the opposing party. If the mediator is selected from a list provided by AAA, the initiating party shall concurrently file with AAA a "Request for Mediation" along with the appropriate fees; a copy of requested mediators marked in preference order, and, a preference for available dates. If AAA is selected to coordinate the mediation (Administrator), within 10 Working Days from the receipt of the initiating party's Request for Mediation, the opposing party shall file the following: a copy of the list of the preferred mediators listed in preference order, after striking any mediators to which they have any factual objection, and, a preference for available dates. If the parties agree not to use AAA, then a mutually agreed upon mediator, date and place for the mediation shall be agreed upon. The Administrator will appoint or the parties shall agree upon the highest, mutually preferred, Mediator from the individual parties' lists who is available to serve within the designated time frames. 2-1.4 Conduct of Mediation Sessions. Mediation hearings will be conducted in an informal manner and discovery will not be allowed. The discussions, statements, or admissions will be confidential to the proceedings and will not be used for any other purpose as it relates to the party's legal position. The parties may agree to exchange any information they deem necessary. Both parties shall have an authorized representative attend the mediation. Each representative shall have the authority to recommend entering into a settlement. Either party may have attorney(s), witnesses or expert(s) present. Either party may request a list of witnesses and notification whether attorney(s) will be present. Any resultant agreements from mediation shall be documented in writing. Mediation results and documentation, by themselves, shall be "non -binding" and inadmissible for any purpose in any legal proceeding, unless such admission is otherwise agreed upon, in writing, by both parties. Mediators shall not be subject to any subpoena or liability and their actions shall not be subject to discovery. 2-1.5 Dispute Resolution Board. If mediation is unsuccessful in settling the dispute and if both parties agree, a no mandatory dispute resolution board process may be used. The parties may impanel a Dispute Resolution Board (DRB) and the DRB process shall be conducted in accordance with the City's alternative dispute resolution process, utilizing board members who are individuals who have expertise in construction. The selection process shall be administered by the American Arbitration Association, or any other such neutral organization selected by the City, hereinafter called the "Administrator". Claims made for $60,000 or less shall be heard by 1 DRB member and claims for more than $60,000 shall be heard by 3 DRB members. To initiate the DRB procedures, the parties shall jointly execute and file a "Submission to Dispute Resolution Board Procedures" request with the Administrator. Upon receipt by the Administrator Initials of the submission form, the Administrator shall furnish to the parties a list of individuals skilled in dispute resolution and having expertise in construction from which to select the Dispute Resolution Board. Within 10 Working Days from the date the list is sent to the parties, the parties shall return the list to the Administrator, striking any individuals to which the parties have any factual objections and numbering the remaining in preference order. The Administrator shall appoint the highest mutually preferred individuals to the DRB that are available to serve in the time frame designated above. 2-1.6 Dispute Resolution Board Costs. The costs for DRB hearings and proceedings, which include those of either the 1 person or 3 person boards hearing the dispute, will be shared equally by both parties. Fees shall be jointly negotiated by both parties directly with the DRB Administrator. 2-1.7 Conduct of Dispute Resolution Board Hearings. DRB hearings shall be informal and discovery shall not be permitted. The parties may agree to exchange any information they deem necessary. Each party shall have a maximum of 2 hours for presentation, unless otherwise agreed upon. Outside experts, including attorneys, may address their specialty if the opposing party is notified in advance. Each party will be given full opportunity to present its views and supporting information, including documents, drawings, or other pertinent material. All such evidence and displays shall be considered confidential and shall be retained by the presenting party. Discussions or admissions during DRB discussions shall be considered as part of privileged settlement discussions, without prejudice to any party's legal position. Any resultant agreements from a DRB Hearing shall be documented, in writing, by both parties. The DRB results and documentation, by themselves, shall be non -binding and inadmissible for any purpose in any legal proceeding, unless such admission is otherwise agreed upon, in writing, by both parties. DRB members shall not be subject to any subpoena or liability and their actions shall not be subject to discovery. Within 10 Working Days after the hearing, the DRB will make its recommendation, in writing, for resolution of the dispute to all parties. The DRB will strive for consensus and unanimity in its decision making. If such is unattainable, however, separate written recommendations may be made as majority or minority reports. 2.2 CLAIMS. Claim is a written demand by the Contractor that seeks an adjustment in the Contract Price or the Contract Time, or other relief associated with a dispute arising under or relating to the Contract, including a breach of any provision thereof. A voucher, invoice, or other routine request for payment is not a Claim. A Claim shall conform to these specifications and may be considered after the City has previously denied a request by the Contractor for a Change Order seeking the demanded relief. The Contractor shall submit a Claim to the City if a dispute occurs that arises from or relates to the Contract. The Claim shall seek all relief to which the Contractor asserts it is entitled as a result of the event(s) giving rise to the dispute. The Contractor shall substantiate Claims, and shall process Claims in accordance with this subsection. The Contractor's failure to process a Claim in accordance with this subsection shall constitute a waiver of all relief associated with the dispute. Claims shall be subject to 6-11, "CITY'S RIGHT TO AUDIT." Contractor shall continue to perform the Services and the Work and maintain the Schedule during any dispute proceedings and City will continue to make payments for undisputed Services and Work. A claim arising under the Contract, unlike a claim relating to the Contract, is a claim that can be resolved under a Contract provision that provides for or excludes the relief sought by the claimant. Such claims shall be resolved under the applicable provisions of the Contract. The City's claims process in this subsection shall not relieve Contractor of his statutory obligations to present claims prior to any action under the California Government Code. 2-2.1 Time of Claim. The Contractor shall promptly, but in no event later than 30 days after the event(s) giving rise to the claim, deliver the claim to the City. The Contractor shall not process a claim unless the City has previously denied a request by the Contractor for a Change Order that sought the relief to be pursued in the claim. 2-2.2 Claim Certification Requirements. If the claim seeks an increase in the Contract Price, the Contract Time, or both, the Contractor shall submit with the claim an affidavit certifying that: a) The claim is made in good faith and covers all costs and delays to which the Contractor is entitled as a result of the event(s) giving rise to the claim; b) The amount claimed accurately reflects the adjustments in the Contract Price, the Contract Time, or both to which the Contractor believes it is entitled; and c) All supporting costs and pricing data are current, accurate, complete, and represent the best of the Contractor's knowledge and belief. The Contractor shall ensure that the affidavit is executed by an official who has the authority to legally bind Contractor. 2-3.3 Claim Resolution Process. The Contractor shall submit claim certification and request for a settlement meeting and the City's Determination to the Engineer within 20 Working Days of receipt of the Engineer's initial determination. 2-3.4 Initial Determination. Initial Determination is the City's written approval or non -approval of a Claim from the Contractor. Within 30 days of receipt of a Claim, the City will deliver an Initial Determination to the Contractor. The City will not consider and will return to the Contractor any written demand that does not conform to the requirements of 3-7, "CLAIMS." 2-3.5 Final Determination. If the Contractor disagrees with the Initial Determination, the Contractor may request a Final Determination. The Contractor's request shall be in writing and shall be delivered to the City within 30 days of the date of the Initial Determination. The City will deliver a Final Determination to the Contractor within 30 days after receipt of the Contractor's written request. Final Determination is the City's final written decision on the Contractor's appeal of the City's Initial Determination on the Contractor's Claim. 2-3.6 Settlement Meeting. Within 15 Working Days of receipt of the Contractor's request for a "Settlement Meeting", the Engineer will schedule a "Settlement Meeting" between the Contractor's representative, the City's representative, and the Engineer. This meeting will be an opportunity for the Contractor to explain its claim to senior management of the City. If a settlement agreement cannot be reached, the Engineer and the City will proceed to make a joint written determination. Initials 2-3.7 City's Determination. The City will make a written determination within 20 Working Days after the settlement meeting. The written determination shall be final and binding on the Contractor unless the Contractor notifies the City and the Engineer in writing of its objection within 15 Working Days after receipt of the written determination, and files a "Request for Mediation" in accordance with 3-6, "DISPUTE RESOLUTION PROCEDURES." Failure to give notice of objection within said 15 Working Days period shall be deemed to be a waiver of its right to pursue the claim. 2-3.8 Mandatory Assistance. If a third party dispute or litigation, or both, arises out of, or relates in any way to the Services provided under this contract, upon the City's request, the Contractor agrees to assist in resolving the dispute or litigation. The Contractor assistance includes, but is not limited to, providing professional consultations, attending mediations, arbitrations, depositions, trials or any event related to the dispute resolution, litigation, or both. 2-3.9 Attorney Fees Related To Mandatory Assistance. In providing the City with dispute or litigation assistance, the Contractor and or Subcontractors or their agents, officers, and employees may incur expenses and or costs. The Contractor agrees that any attorney fees it may incur are not reimbursable. 2-3.1.0 Compensation for Mandatory Assistance. The City will reimburse the Contractor for reasonable fees and expenses incurred by the Contractor for any required assistance rendered in accordance with 3-7.8, "Mandatory Assistance" as Extra Work. The City in its sole discretion shall determine whether these fees and expenses were necessary due to the conduct of or failure to act by the Contractor or Subcontractors or their respective agents, officers, and employees. If the City determines that the basis of the dispute or litigation in which these fees and expenses were incurred were the result of the conduct of or failure to act by the Contractor or Subcontractors or their respective agents, officers, and employees, in part or in whole, the City shall be entitled to be reimbursed for any payments made for these fees and expenses. Reimbursement may be through any legal means necessary, including the City's withholding of payment. SECTION 3 - CONTROL OF MATERIALS 3-1 MATERIALS AND WORKMANSHIP 3-1.1 Protection of Work and Materials. 3-1.2 Property Rights in Material. Nothing in the contract shall be construed as vesting in the contractor any right of property in the materials used after they have been attached or affixed to the work or the soil. All such materials shall become the property of the City upon being so attached or affixed. Initials SECTION 4 - PROSECUTION, PROGRESS AND ACCEPTANCE OF WORK 4-1.1 Construction Schedule. The contractor shall comply with the following construction schedule requirements: a) The Contractor shall be responsible for developing, coordinating, revising, updating, and maintaining the cost loaded construction schedule (Schedule) utilizing the Critical Path Method (CPM). b) Schedule versions shall be based solely on the Work as awarded, and shall exclude any substitute proposals even if the Contractor pursues a substitution in accordance with provisions of the Contract. c) The approved proposals and approved Change Orders shall be included in the Schedule updates. d) Total float is the number of days by which a part of the Work in the Schedule may be delayed from its early dates without necessarily extending the Contract Time. The Contract float is the number of days between the Contractor's anticipated date for early completion of the Work, or specified part, and the corresponding Contract Time. Total float and Contract Time float belong to the Project and are not for the exclusive benefit of any Party. They shall be available to the City or the Contractor to accommodate changes in the Work or to mitigate the effect of events, which may delay performance or completion. e) Monthly progress payments are contingent upon the submittal of an updated Schedule to the Engineer. The City may refuse to recommend the whole or part of any monthly payment if, in the Engineer 's opinion, the Contractor's failure, or refusal to provide the required Schedule information precludes a proper evaluation of the Contractor's ability to complete Project within the Contract Time. f) The Schedule shall show a breakdown of Work into activities and relationships to the extent required to effectively manage the Work. The Schedule shall show the division of the Work into activities and specify the progression from the Notice to Proceed (NTP) to the end of the Contract Time. g) The Schedule shall include appropriate time allowances and constraints for submittals, items of interface with Work performed by others, and specified construction, start-up and performance tests. h) The Contractor shall include in the Schedule inclusive in the Contract Time allotted, three 3 Working Days for the City to conduct a Walk-through. i) The Contractor shall include in the Schedule inclusive in the Contract Time allotted 10 Working Days for generation of the Punchlist. The Contractor shall Work diligently to complete all Punchlist items within 20 Working Days after officially being provided the Punchlist by the Engineer. j) If the Contractor modifies or changes the Schedule, for Change Order Work or otherwise, the Engineer shall be notified in writing with an explanation. k) Comments made by the Engineer on the Schedule during review will not relieve the Contractor from compliance with requirements of the Contract. The Engineer may request that the Contractor and major Subcontractors (defined herein as being any Subcontractor or Supplier with 5% or more of the value of the Contract) participate in review of any Schedule submission. The Schedule revisions shall be submitted within 10 Working Days after the Engineer's review. Initials 1) The Schedule shall show work to be done by the City personnel, such as but not limited to, submittal reviews (separate tasks for each), sewer televising, water main connections, water testing, and operational performance tests as separate tasks. The Schedule shall show appropriate time allowances for Work performed by other agencies. m) If completion of any part of the Work, delivery of equipment or materials, or provision of the Contractor submittals is behind schedule and will impact the completion date of the Work, the Contractor shall submit a written recovery plan acceptable to the Engineer for completing the Work by the current Contract completion date. n) The Contractor shall not be entitled to any extension in Contract Time, or recovery for any delay incurred because of extensions in an early completion date, until all Contract float is used, performance of the Work extends beyond the corresponding Contract Time, and a recovery plan is submitted demonstrating that the delay cannot be mitigated or offset through actions such as rescheduling Work. o) Misrepresentation of actual Work durations in order to suppress available float time shall be cause for rejection of the Schedule and any revisions or updates. p) The Schedule shall include procurement related activities, which lead to the delivery of permanent materials to the Site in a timely manner. Procurement activities include activities such as preparation of Shop Drawings and Working Drawings, review and acceptance of Shop Drawings and Working Drawings, materials fabrication, materials delivery, etc., as appropriate. q) The Schedule shall be reasonably balanced over the construction duration. Upon receipt, the Engineer will review the Schedule and provide comments, as appropriate, for revision by the Contractor. r) Each Schedule activity shall be assigned a budget. Separate Bid items shall be separate activities. The Schedule shall specify costs for each phase of the Contract. The cost value of all Schedule activities shall equal the Contract values shown in the Bid both individually and in total and include Change Orders. s) If the Engineer questions the logic of the Schedule, the Engineer may at any time request a Schedule narrative that describes the approach to the Work and the rationale used to develop the Schedule relationships and logic. t) When specified in the Contract Documents, the specified Plant Establishment Period is included in the stipulated Contract Time and will begin with the acceptance of the installation of the re -vegetation plan in accordance with the Special Provisions. All costs for producing, editing and adjusting the construction schedule shall be included in the various items of work and there shall be no additional costs to the City. SECTION 5 - DEFAULT BY THE CONTRACTOR. 5.1 General. The City will consider the Contractor in default of the Contract if prior to the Acceptance, the Contractor: a) becomes insolvent, assigns its assets for the benefit of its creditors, is unable to pay its debts as they become due, or is otherwise financially unable to complete the Work, b) abandons the Work by failing to report to the Work site and diligently prosecute the Work to completion, Initials c) disregards written instructions from the City or materially violates provisions of the Contract Documents, d) fails to prosecute the Work according to the schedule approved by the Engineer, e) fails to notify the Engineer upon discovery of items of Native American, Archaeological, or Paleontological interests, f) disregards laws or regulations of any public body having jurisdiction, or g) commits continuous or repeated violations of regulatory or statutory safety requirements, then Notices, and other written communications regarding default between the Contractor, the Agency, and the Surety shall be transmitted in accordance with 2-12, "SPECIAL NOTICES." 5.2 Notice to Cure. The City will issue a written notice to cure the default to the Contractor and its Surety. The Contractor shall commence satisfactory corrective actions within 5 Working Days after receipt. 5.3 Notice of Termination for Default. If the Contractor fails to commence satisfactory corrective action within 5 Working Days after receipt of the notice to cure, or to diligently continue satisfactory and timely correction of the default thereafter, then the City will consider the Contractor in default of the Contract and: a) will terminate the Contractor's right to perform under the Contract by issuing a written notice of termination for default to the Contractor and its Surety, b) may use any materials, equipment, tools or other facilities furnished by the Contractor to secure and maintain the Work site, and c) may furnish labor, equipment, and materials the Agency deems necessary to secure and maintain the Work site. The provisions of this subsection shall be in addition to all other legal rights and remedies available to the City. The Contractor shall be entitled to no further payment until the remaining portion of the Work has been completed. The Contractor will be paid the actual amount due based on Contract Unit Prices or lump sum Bid and the quantity of the Work completed at the time of default, less damages caused to the City by acts of the Contractor. Costs incurred by the City in performing the Contractor's work, plus a markup of 15% on those costs for overhead, shall be deducted from monies due or to become due to the Contractor. The Contractor shall pay to the City any amount by which those costs and markup exceed the unpaid balance of the Contract Price. 5.4 Responsibilities of the Surety. Upon receipt of the written notice of termination for default, the Surety shall immediately assume all rights, obligations, and liabilities of the Contractor under the Contract. If the Surety fails to protect and maintain the Work site, the City may do so, and may recover all costs incurred. The Surety shall notify the City that it is assuming all rights, obligations and liabilities of the Contractor under the Contract and all money that is due, or would become due, to the Contractor shall be payable to the Surety as the Work progresses, subject to the terms of the Contract. r Initials Within 15 Working Days of receipt of the written notice of termination for default, the Surety shall submit to the City a written plan detailing the course of action it intends to take to remedy the default. The City will review the plan and notify the Surety if the plan is satisfactory. If the Surety fails to submit a satisfactory plan, or if the Surety fails to maintain progress according to the plan accepted by the City, the City may, upon 48 hours written notice, exclude the Surety from the premises, take possession of all material and equipment, and complete the Work in any way the City deems to be expedient. The cost of completing the Work by the City shall be charged against the Surety and may be deducted from any monies due, or which would become due, the Surety. If the amounts due under the Contract are insufficient for completion, the Surety shall pay to the City, within 30 days after the City submits an invoice, all costs in excess of the remaining Contract Price. The provisions of this subsection shall be in addition to all other rights and remedies available to the City under law. 5.5 Payment. The Surety will be paid for completion of the Work in accordance with 9-3 less the value of damages caused to the City by acts of the Contractor. SECTION 6 - TERMINATION OF THE CONTRACT FOR CONVENIENCE. The City may terminate the Contract in whole or, from time to time, in part, if it becomes impossible or impracticable to proceed, because of conditions or events beyond the control of the City e.g., if the City Council does not appropriate sufficient monies to fund the Contract. The City will issue a written notice of termination for convenience in accordance with 2-12, "SPECIAL NOTICES." Upon receipt, the Contractor shall immediately proceed as follows: a) Stop Work immediately or in accordance with the Notice of Termination. b) Notify Subcontractors and suppliers to immediately cease their work and place no further subcontracts for materials, services, or facilities, except as necessary to complete any authorized continued portion of the Contract. c) Terminate all Subcontracts to the extent that they relate to the Work terminated. d) With approval by the Engineer, settle all outstanding obligations arising from the termination of subcontracts; the approval of which will be final for purposes of this section. e) As directed by the Engineer, transfer the title and deliver to the City, completed or partially completed drawings, plans, calculations, specifications and any other documents and records that, if the Contract had been completed, would be required to be furnished to the City. 0 Complete performance of the Work not terminated. g) Take all necessary steps and actions to minimize all costs to the City as a result of the termination. h) Take any action that may be necessary, or that the Engineer may direct, for the protection and preservation of the property related to this contract that is in the possession of the Contractor and in which the City has or may acquire an interest. Initials The Contractor will be paid without duplication for: a) work completed in accordance with the Contract Documents prior to the effective date of termination for convenience; b) reasonable costs incurred in settlement of terminated contracts with Subcontractors, suppliers and others; and c) reasonable expenses directly attributable to termination. The Contractor shall submit a final termination settlement proposal to the City no later than 90 days from the effective date of termination, unless extended, in writing, by the City upon written request by the Contractor. If the Contractor fails to submit a proposal, the City may determine the amount, if any, due the Contractor as a result of the termination. The City will pay the Contractor the amount it determines to be reasonable. If the Contractor disagrees with the amount determined by the City as being reasonable, the Contractor shall provide notice to the City within 30 days of receipt of payment. Any amount due shall be as later determined by arbitration, if the City and the Contractor agree thereto, or as fixed in a court of law. All settlements related to termination of the contract in accordance with this section will be subject to the approval of the Mayor or designee and may also require City Council approval before ultimately becoming final. 6.1 Termination Settlement. After termination, the Contractor shall submit a final termination settlement proposal to the Engineer in the form and with the certification prescribed by the Engineer. The Contractor shall submit the proposal promptly, but no later than 6 months from the effective date of termination, unless extended, in writing, by the Engineer upon written request of the Contractor within this 6 month period. If the Engineer determines that the facts justify it, a termination settlement proposal may be received and acted on after 6 months or any extension. If the Contractor fails to submit the proposal within the time allowed, the City may, in good faith, determine, on the basis of information available, the fair and reasonable amount, if any, due the Contractor as a result of the termination and pay the amount determined. If the Contractor does not agree that the amount determined by the Engineer is fair and reasonable and if the Contractor gives notice of such disagreement to the City in accordance with this subsection, within 30 days of receipt of payment, then the amount due shall be as later determined by arbitration, if the City and the Contractor agree thereto, or as fixed in a court of law. 6.2 Payment to the Contractor Due to Termination. Subject to 6-5.1, "Termination Settlement" the Contractor and the Engineer may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on work done. The agreed amount may not exceed the total dollar amount authorized by the City as reduced by (1) the amount of payments previously made; and (2) the Contract Price of work not terminated. The contract shall be amended, and the Contractor paid the agreed amount. Subsection 6-5.3, "Failure to Agree on Payment," shall not limit, restrict, or affect the amount that may be agreed upon to be paid in accordance with this subsection. 6.3 Failure to Agree on Payment. If the Contractor and the City fail to agree on the whole amount to be paid because of the termination of Work, the City will pay the Contractor the fair and Initials reasonable amounts determined in good faith by the City as follows, but without duplication of any amounts agreed on in accordance with 6-5.2, "Payment to Contractor Due to Termination:" a) The Contract Price for completed services accepted by the City not previously paid or adjusted for any saving of freight and other charges. The total of: i. The costs incurred in the performance of the Work terminated, including initial costs and preparatory expense allocable thereto, but excluding any costs attributable to services paid or to be paid in accordance with 6-5.6, "Failure to Agree on Payment"; ii. The fair and reasonable cost of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of the Contract if not included in subdivision "a", above; iii. A sum, as provided in subdivision "a", above, determined by the Engineer to be fair and reasonable under the circumstances; however, if it appears that the Contractor would have sustained a loss on the entire contract, had it been completed, the City will allow no profit and shall reduce the settlement to reflect the indicated rate of loss. iv. The reasonable costs of settlement of the Work terminated, including: v. Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of termination of settlement proposals and supporting data; vi. The termination and settlement of subcontracts (excluding the amounts of such settlements); and vii. Storage, transportation, and other costs incurred, reasonably necessary for the preservation, protection, or disposition of property in which the City has or may acquire an interest. 6.4 Determination of Amount Due the Contractor. In arriving at the amount due the Contractor in accordance with this section, there shall be deducted: a) The fair value of property destroyed, lost, stolen, or damaged that has become undeliverable to the City except to the extent the City expressly assumed the risk of loss; b) all un-liquidated advance or other payments to the Contractor under the terminated portion of this contract; c) any claim which the City has against the Contractor under this contract; and d) the agreed price for or the proceeds of sale of materials, supplies, or other things acquired by the Contractor or sold under the provisions of this section and not recovered by or credited to the City. 6.5 Partial Termination. If the termination is partial, the Contractor may file a proposal with the Engineer for an equitable adjustment of the price(s) of the continued portion of the Contract. The City will make any equitable adjustment agreed upon. Any proposal by the Contractor for an equitable adjustment under this section shall be requested within 90 days from the effective date of termination, unless extended, in writing, by the Engineer. 6.5.1 Partial Termination Payments. The City may, under the terms and conditions it prescribes, make partial payments and payments against costs incurred by the Contractor for the terminated `i Initials portion of the Contract if the Engineer believes the total of these payments will not exceed the amount to which the Contractor will be entitled. If the total payments exceed amounts finally determined to be due, the Contractor shall repay the excess to the City upon demand, together with interest. Interest shall be at a rate of 6% per annum compounded daily and shall be computed for the period from the date the excess payment is received by the Contractor to the date the excess is repaid. Interest shall not be charged on any excess payment due to a reduction in the Contractor's termination settlement proposal because of retention or disposition, or a later date determined by the Engineer because of the circumstances. 6.6 Records and Documents Relating to Termination. Unless otherwise provided in the Contract or by statute, the Contractor shall maintain all records and documents relating to the terminated portion of this contract for 3 years after final settlement. This includes all books and other evidence bearing on the Contractor's costs, expenses, and settlement under this contract. The Contractor shall make these records and documents available to the City, at the Contractor's office, at all reasonable times, without any direct charge. If approved by the Engineer, photographs, microphotographs, and other authentic reproductions may be maintained instead of original records and documents. 6.7 Rights of the City Preserved. Where the Contract has been terminated by the City in accordance with 6-5, "Termination of Contract" the termination will not affect any rights or remedies of the City against the Contractor then existing or which may thereafter accrue. Any retention or payment of monies paid to the Contractor by the City shall not release the Contractor from liability. 6.8 Damages Caused By Act Of God. As provided in §7105 of the California Public Contract Code, if this contract is not financed by revenue bonds, the Contractor shall not be responsible for the cost of repairing or restoring damage to the Project when damage was proximately caused by an act of God, in excess of 5% of the Contract Price if: a) the Project damaged was built in accordance with the Contract requirements, and b) there are no insurance requirements in the Contract for the damages. 6.9 Extension of Time. Should the Contractor incur a delay, a written request to the Engineer stating the reason(s) for the delay and the number of working days required shall be submitted within five (5) working days after the delay was incurred. The Engineer shall respond in writing within five (5) working days of the date of receipt of the request. Extension of time, if granted, shall follow the change order process. 6.9.1 Contract Time Extension and Schedule Analysis. A claim for extension in Contract Time will not be granted unless the Contractor can demonstrate through a Critical Path Method (CPM) analysis of the Schedule's critical path(s) that the increases in the time to perform or complete the Work, or specified part of the Work, beyond the corresponding Contract Time arise from unforeseeable causes beyond the control and without the fault or negligence of the Contractor, and that such causes in fact lead to performance or completion of the Work, or specified part in question, beyond the corresponding Contract Time, despite the Contractor's reasonable and diligent actions to guard against those effects. Initials The Schedule analysis shall use delay sub networks ("fragnets") to show the impact of the Work that is the basis of the Claim on specific impacted critical path Schedule activities. Fragnet is a group of schedule network activities representing a delay or change event. Where the Contractor is prevented from completing any part of the Work within the Contract Time (or milestones) due to delay to a "critical path" activity beyond the control of both the City and the Contractor, an extension of the Contract Time (or Contract milestones) in an amount equal to the time lost on the critical path of the Project due to such delay shall be the Contractor's sole and exclusive remedy for such delay. 6.9.2 Event of Force Majeure (Event). Any party to this contract may be excused for any delay or failure to perform its duties and obligations except for obligations to pay money, caused by and to the extent that such failure or delay is caused by an Event. If an Event causes a delay or failure in performance of only a portion of the obligations of a Party, then only that portion of performance which was delayed or prevented by such cause shall be deemed excused. Performance of all other obligations of a Party shall not be excused by an Event. Any delay or failure to perform shall only excuse the Party for a period no longer than the delay or failure in performance caused by such Event. The Contractor shall not be entitled to damages or additional payment for any delay caused by an Event. SECTION 7 - TIME OF COMPLETION The Contractor shall have TWENTY (20) working days to complete and finalize the project. 7.1 Requirements Preparatory To Requesting a Walk-through. Walk-through is the procedure used by the City to generate a Punch list prior to Acceptance. The following items shall be required prior to requesting a walk-through: a) Remove temporary facilities from the Site. b) Thoroughly clean the Site. c) Provide completed and signed Redlines in accordance with 2-5.4, "Red -lines Drawings." d) Provide all material and equipment maintenance and operation instructions and/or manuals. e) Provide all tools that are a permanent part of equipment installed in the Project. f) Provide and properly identify all keys; construction and permanent. g) Provide all final Special Inspection reports required by the applicable building Code. h) Provide all items that this contract requires to be supplied as extra stock. All items shall be wrapped, sealed, or placed in a container as necessary to allow for storage by the City for future use. The amount specified in this contract shall be verified by the City and the Contractor. i) Ensure all EOCP documents and certified wage rate documents (if applicable) have been submitted from the NTP until Acceptance. Initials j) The spare parts for the proposed irrigation system as specified in the Special Provisions (if applicable). k) See other specification sections for additional requirements. 7.1 Walk-through and Punch list Procedure. The following procedure outlines the steps to be taken upon the Contractor's assertion that the Project is complete: a) When the Contractor considers that the Work and Services are complete, the Contractor shall in writing notify the City that the Project is complete and request that the City perform a walk-through for generation of a Punch list. The Contractor shall notify the City at least 7 days in advance of the time the walk-through is to be performed. b) The City will determine if the Contractor is ready for a walk-through by verifying whether the Contractor has provided or completed all items as required by 6-8.1, "Defective Work," whether the Contractor has obtained the applicable certifications, and by evaluating completeness by inspecting the Project and the specified Work required by the Contract Documents. c) If the Work includes underground sewer conduit installations, the inspection will include televising in accordance with 306-1.4.8, "Televising Sewer Mains and Storm Drains." d) The City will facilitate a walk-through. e) The Contractor shall make available at the Site for walk-through attendees the plans and specifications and the technical data such as submittals and equipment manuals. f) The City will generate the Punch list within 15 Working Days from the date of the walk- through and submit it to the Contractor. The City will not provide a preliminary Punch list. If the City begins to generate a Punch list and finds the Project is not substantially complete as defined herein, the City will terminate the walk-through and notify the Contractor in writing. h) If, at any time during the City's evaluation of the corrective Work required by the Punch list, the City discovers that additional corrective Work is required, the City may include that corrective Work in the Punch list. The Contractor shall be solely responsible for the Site until the Project is completely operational, all Punch list items have been corrected, and all operation and maintenance manuals have been accepted by the City. i) The City will meet with the Contractor until all Punch list items are corrected. If the Contractor takes longer than 30 Working Days to complete the corrective Work, the Project shall be subject to re-evaluation. During the 35-day stop notice/lien period that commences on the date the NOC is recorded, the Contractor shall submit to the City the retention billing. After the City receives the retention billing, the City will mail to the Contractor a "Release of Claims" form, which shall be completed by the Contractor and returned to the City before the retention will be released. g) j) Initials k) Upon Acceptance, the Contractor shall assemble and deliver to the City all records, documents, warranties, material certifications, bonds, guarantees, maintenance and service agreements, and maintenance and operating manuals. Written warranties, except manufacturer's standard printed warranties, shall be on the Contractor's and the Contractor's agents, material suppliers, installers, or manufacturer's letterhead, addressed to the Contractor. Warranties shall be submitted in the format described in this section, modified as approved by the City to suit the conditions pertaining to the warranty. 1) See other specification sections for additional requirements. The cost of the Contractor's participation in the punch -list process shall be included in the various items of work and there shall be no additional costs to the City. SECTION 8 - GUARANTEE In conjunction with the manufacturer's warranty/guarantee for all products provided and in accordance with the executed guarantee agreement, all work shall be guaranteed by the Contractor for a period of one (1) year from the date of acceptance of the work against defective workmanship and materials furnished by the Contractor. The Contractor shall promptly replace or repair, in a manner satisfactory to the Engineer, any such defective work, after notice to do so from the Engineer, and upon the Contractor's failure to make such replacement or repairs promptly, the City may perform this work and the Contractor and his surety shall be liable for the cost thereof SECTION 9 - RESPONSIBILITIES OF THE CONTRACTOR 9.1 LABOR 9.1.2 Laws. Pursuant to Sections 1720 et seq. and 1770 et seq. of the California Labor Code, the successful bidder shall pay not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations. Copies of such prevailing rate or per diem wages are on file in the City Engineer's office, which copies shall be made available to any interested party on request at the posted reproduction charge. The successful bidder shall post a copy of such wage determinations at each job site. SECTION 10 - PROJECT SITE MAINTENANCE 10.1 General. Contractor shall recycle all designated recyclable materials in compliance with the City of National City Municipal Code Chapter 15.80, Construction and Demolition Debris (Ordinance No. 2009-2309). Such materials are, but not limited to, concrete, asphalt, dirt, metals, road base material, wood waste, paper products and tree trimmings. Further, the higher economic costs of landfill disposal versus the lower cost of recycling disposal make it in each contractor's best interest to recycle as much as possible. Proof of compliance with City of National City Municipal Code Chapter 15.80 shall be provided by both completing the Contractor's Affidavit of Disposal, and fulfilling the requirements of Chapter 15.80, including proof of diversion regardless of disposal site. SECTION 11 - WATER POLLUTION CONTROL SITE MANAGEMENT (SWPPP) AND GENERAL ENVIRONMENTAL CONDITIONS. r'c: f . Initials 11.1 General. At a minimum, the Contractor shall be required to do the following: Protect all new and existing storm water conveyance system structures from sedimentation and concrete rinse, or other construction related debris and discharges with gravel bags and filter fabric or by any other equal product that is approved by the Resident Engineer. Temporary gravel bags shall be installed, maintained, and later removed as approved by the Resident Engineer. The Contractor will not be paid any additional money for the maintenance, removal and replacement of gravel bag at the same location. Gravel bags fill material shall be one-half to one -inch Class 2 aggregate base, clean and free from clay and deleterious material. Gravel bag fabric shall be woven high -density polyethylene fabric with a minimum unit weight of 5 oz./square yard. The fabric shall have a Mullen burst strength of at least 350 psi, conforming to the requirements of ASTM Designation D 3786, and an ultraviolet (UV) stability exceeding 70 percent. Gravel bags, when filled, shall have nominal dimensions (length x width x height) of 16 in. x 12 in. x 6 in., and a fill mass of 35 to 60 pounds. The Contractor shall use other methods if ponding will encroach in to the traffic or onto erodible surfaces and slopes. Flow from a severe storm shall not overtop the curb. Temporary gravel bags shall be maintained to provide for adequate sediment holding capacity. The Contractor shall remove the sediment behind the barrier when it reaches one-third the height of the barrier and immediately before and after each storm event. When no longer required for the intended purpose, temporary gravel bag barriers shall be removed from the site of work. Storm drain inlet sediment control measures shall be of sufficient capacity and dimensions so as to handle received flows and debris without blocking or diverting flows from the inlets. Area around the inlet shall be provided for water to pond without flooding structures and property. The storm drain inlet sediment control measures shall not impede the safe flow of traffic. The storm drain inlet sediment control measures shall be of sufficient weight so as not to shift out of place, or shall be secured in place against movement. Protect all drainage structures within 100 Feet of the work if there is a threat to water quality. Inlet sediment control measures shall be maintained daily or more often if needed. Maintaining inlet sediment control measures shall include removing and disposing of accumulated trash & debris when depth exceeds one -third the height of filter/trap. Waste materials shall be removed and disposed in accordance with the Green Book Maintaining inlet sediment control protection shall also include daily checks for excessive debris and for damaged inlet sediment control measures. Damaged inlet sediment control measures shall be repaired or replaced immediately. When storm drain inlet protection is no longer required for the work, as approved by the Resident Engineer, the inlet sediment control measures shall be completely removed. Storm drain inlet protection shall not be removed until upstream soils are stabilized. Materials for inlet sediment control shall become the property of the contractor and shall be removed from the site of the work and disposed off -site as specified in the contract. It is the contractor's responsibility to insure that the BMP's are operational and working properly. Furthermore, the Contractor shall be held responsible for any citation and/or fine due discharges or malfunctioning of the BMP's. Contractor shall be responsible for any and all other best management practices (BMPs) that are a threat to the water quality as deemed necessary by the City Engineer. Iy r` Initials Compensation shall be paid under the various line items. No additional compensation shall be paid. 11.2 ENVIRONMENTAL PROTECTION. The Contractor shall comply with all applicable standards, orders, or requirements of the Environmental Protection Agency regulations (40 CFR, Part 15). 11.3 FLOOD DISASTER PROTECTION ACT OF 1973.The Contractor shall comply with all applicable standards, orders, or requirements of the Flood Disaster Protection Act of 1973 (42 USC 4001 et seq, as amended). 11.4 GRAFFITI CONTROL. The Contractor shall maintain all site improvements, including any temporary facilities, equipment or other materials in a graffiti free condition throughout the construction period, until acceptance of the project by the City. Graffiti encountered on the job site shall be removed by the Contractor within twenty-four (24) hours. Costs for removal shall be included in the various items of work. 11.5 NOISE ABATEMENT AND CONTROL. The Contractor shall comply with the provisions of the City of National City Municipal Code, Noise Abatement and Control, and the County of San Diego Code of Regulatory Ordinances, Noise Abatement and Control. In the event of conflict, the most stringent requirement shall apply. If the Contractor chooses to conduct work activities during times when a Noise Permit is required, the Contractor shall apply for, obtain, and pay for the Noise Permit at no additional cost to City. The Contractor shall coordinate their activities in such a way that minimizes the disturbance with the any adjacent or nearby schools. The Contractor shall attend any coordination meetings with any schools. The cost of noise mitigation and coordination efforts shall be included in the various items of work and there shall be no additional costs to the City. 11.6 Project Appearance. The Contractor shall maintain a neat appearance to the work. In any area visible to the public, the following shall apply: a. When practicable, broken concrete and debris developed during clearing and grubbing shall be disposed of concurrently with its removal. If stockpiling is necessary, the material shall be removed or disposed of weekly. b. The Contractor shall furnish trash bins for all debris from structure construction. All debris shall be placed in trash bins daily. Forms and false -work that are to be re -used shall be stacked neatly concurrently with their removal. Forms and false -work that are not to be re -used shall be disposed of concurrently with their removal. c. Full compensation for conforming to the provisions in this section shall be considered as included in prices paid for the various contract items of work involved and no additional compensation will be allowed. 11.7 Sound Control Requirements. The Contractor shall comply with all local sound control and noise level rules, regulations and ordinances, which apply to any work performed pursuant to the contract. Each internal combustion engine, used for any purpose on the job or related to the job, shall be equipped with a muffler of a type recommended by the manufacturer. No internal combustion engine shall be operated on the project without said muffler. If required see the attached Mitigated Negative Declaration Document in the appendices. Initials 11.8 Hazardous Waste. If the Contractor encounters material in demolition or work that he has reason to believe may be hazardous waste, as defined by Section 25117 of the Health and Safety Code, he shall immediately so notify the Engineer in writing. Demolition in the immediate area of the suspected hazardous material shall be suspended until the Engineer authorizes it to be resumed. If such suspension delays the current controlling operation, the Contractor will be granted an extension of time as provided in Section 5-5 "Delays" of the Standard Specifications. The City reserves the right to use other forces for exploratory work to identify and determine the extent of such material and for removing hazardous material from such area. SECTION 12 - PROTECTION AND RESTORATION OF EXISTING IMPROVEMENTS 12.1 Contractor shall replace/repair any property or private improvements, which are damaged or removed as a result of its operations to current City of National City standards and to the satisfaction of the City Engineer in an as good or better condition. Contractor will take measures to minimize inconvenience to the City, including but not limited to: a. Advance notification of the impending work and the estimated duration of the work. b. Care in access to and from the building by the Contractor's equipment, materials and/or personnel. c. Private property and improvements must be repair, restored and/or replaced within 7 days of the completion of the adjacent work. The cost of protecting, removing and restoring of items necessary to complete the work shall be included in the various line items of work and there shall be no additional cost to the City. SECTION 13 - PROJECT SAFETY Section 13.1-Safety Orders. The Contractor shall be solely and completely responsible for conditions on the job site, including safety of all persons (including employees) and property during performance of the work. This requirement shall apply continuously and is not limited to normal working hours. Safety provisions shall conform to U.S. Department of Labor, the California Occupational Safety and Health Act (OSHA), and all other applicable Federal, State, County, and City laws, ordinances, codes, the requirements set forth below, and any regulations that may be detailed in other parts of these documents. Where any of these are in conflict, the more stringent requirement shall be followed. The Contractor's failure to thoroughly familiarize himself with the aforementioned safety provisions shall not relieve him from compliance with the obligations and penalties set forth herein. The Contractor shall develop and maintain for the duration of this contract, a safety program that will effectively incorporate and implement all required safety provisions. The Contractor shall appoint an employee who is qualified and authorized to supervise and enforce compliance with the safety program. Initials The duty of the City and its consultants is to conduct construction review of the Contractor's performance and shall not include a review or approval of adequacy of the Contractor's safety supervisor, the safety program, or any safety measures taken in, on, or near the construction site. If death or serious injuries or serious damages are caused, the accident shall be reported immediately by telephone or messenger to the City's inspector or other representative. In addition, the Contractor must promptly report in writing to the City all accidents whatsoever arising out of or in connection with, the performance of the work whether on, or adjacent to the site, giving full details and statements of witnesses. 13.2 Public Safety During Non -Working Hours. Notwithstanding the Contractor's primary responsibility for safety on the job site when the Contractor is not present, the Engineer, at his option after attempting to contact the Contractor, may direct City forces to perform any functions he may deem necessary to ensure public safety at or in the vicinity of the job site. If such procedure is implemented, the Contractor will bear all expenses incurred by the City. In all cases the judgment of the Engineer shall be final in determining whether or not an unsafe situation exists however this does not alleviate the contractor's responsibility and liability to maintain a safe worksite at all times. SECTION 14 - PROJECT CLOSEOUT 14.1 Cleanup. In addition to the requirement that the job site be kept clean during the progress of the work, the contractor is similarly obligated to thoroughly clean up the construction site at the end of the job before the work can be accepted. Final acceptance of work will be withheld until the contractor has satisfactorily complied with all of the requirements for final cleanup of the project site. Disposal of all waste and refuse shall be at the contractor's expense. No waste or rubbish of any nature is allowed to be disposed of at the site except upon receipt of written approval by the City. 14.2 Final Inspection. When the work is completed satisfactorily, and in accordance with the terms of the contract, the contractor shall submit a written request to the Engineer and Building Department for the final inspection. Upon receiving such notification from the contractor, the City will arrange for the final inspection of the work. The representative of the contractor and the subcontractors should participate in the inspection tour to respond to any questions that may be raised by the representative of the City. Prior to, but in no case later than, the pre -final inspection period, dates should be established for equipment testing, systems validation, acceptance periods, warranty dates, and instructional requirements that may be required by the contract. Following the pre -final inspection of the work, the City's representative will prepare a Punch List setting forth in accurate detail any items of work that have been found to be not in accordance with the requirements of the contract documents. When notified by the contractor that all of the pre -final Punch List items have been completed, the Engineer and his/her representative accompanied by the representatives of the other City Initials Departments with the presence of the Contractor will conduct the final inspection of the work. Then, if all punch list items have been completed satisfactorily, and if no new items are discovered, the final inspection date will be considered as the completion date for the project. If, following the final inspection of any portion of the work, there remains a question as to whether one or more Punch List items have not been properly completed, but otherwise the overall project is substantially complete, the Engineer may issue an updated Punch List and consider the final inspection date as the completion date if the contractor completes the updated punch list items within a specified period of time. 14.3 Contract Final Balance. Upon the completion of work, the Engineer will prepare the Contract Final Balance and will submit it to the contractor for their approval. 14.4 Acceptance. The project will be scheduled for the City Council's acceptance if the following items are satisfactorily met: a. The work has been completed satisfactorily, and in accordance with the terms of the contract. b. All of the punch list items have been completed and the project is accepted by the Engineer and signed off as complete and acceptable by the City Building Department. c. Record (As -built) drawings have been submitted and accepted by the Engineer. d. All of the payroll records (contractor and subcontractors) have been submitted and accepted. e. Operating manuals and instructions for equipment items, keying schedule, maintenance stock items, certifications of inspection, and systems validation have been submitted. f. Guarantee Agreement is submitted to and accepted by the Engineer. g. Contractor's Certificate of Completion, Affidavit of Disposal, Affidavit of Payment, Consent of Surety for Final Payment have been signed and submitted to the Engineer. h. Contract Final Balance has been approved or conditionally approved by the Contractor and submitted to the Engineer. i. Notice of Completion will be filed with the County Recorder once all of the above listed items are complete. SECTION 15 - MEASUREMENT AND PAYMENT 1.1 Partial and Final Payment. Invoices shall be submitted in a form satisfactory to the City. As a minimum, the invoice shall include: bid item numbers, unit or lump sum prices bid, the quantities of each bid item for the current and past invoices, the dollar amount of each bid item and a total amount. From each progress estimate, five percent (5%) will be deducted and retained by the City, and the remainder, less the amount of all previous payment, will be paid to the Contractor. The five percent (5%) retention shall apply to all work done. The last Friday of the month is established as the closure date for the purpose of making monthly progress payment. Undisputed payments will be paid within thirty (30) working days. Initials Pursuant to California Government Code Section 4590, securities may be substituted for money that would be withheld, in which case the City will make payment of the normal retention. Use of this option shall be at the Contractor's request and expense, subject to the following conditions: 1. Securities shall be those eligible for investment of State funds under Government Code Section 16430 or bank certificates of deposit acceptable to the City; and shall have a value of at least one hundred and ten percent (110%) of the amount of retention to be paid to the Contractor in accordance with this subsection. 2. Securities or certificates of deposit shall be placed in an escrow account with the City Treasurer or a bank acceptable to the City. 3. Contractor shall bear all expenses involved, including that of the City and the escrow agent in connection with escrow deposits. 4. Contractor shall enter into an escrow agreement satisfactory to the City, which agreement shall include provisions governing inter alia: a. The amount of securities to be deposited. b. Providing Powers of Attorney or other documents necessary for transfer of securities to be deposited. c. Conversion to cash to provide funds to meet defaults by the Contractor including, but not limited to, termination of the Contractor's control over the work, stop notices filed pursuant to law, assessment of liquidated damages or other amounts to be kept or retained under provisions of the contract. d. Decrease in value of securities on deposit. e. Termination of the escrow upon completion of the contract. 5. Contractor shall obtain the written consent of the Surety to such an agreement. Pursuant to California Public Contract Code § 20114.50, the City shall make all progress payments no later than thirty (30) days after receipt of an undisputed and properly submitted progress payment request from the Contractor. Upon receipt of a progress payment request, the City shall review, as soon as practicable, the progress payment request to determine if the progress payment request is proper and accurate. If the City determines that the progress payment request is not proper or accurate or both, the City shall return the progress payment request to the Contractor no later than seven (7) days after receipt If the City returns a progress payment request to the Contractor pursuant to this paragraph, the City shall include a writing setting forth the reasons why the progress payment request is not proper or accurate. If the City fails to make a progress payment no later than thirty (30) days after receipt of an undisputed and properly submitted progress payment request from the Contractor, the City shall pay interest to the Contractor equivalent to the legal rate set forth in Code of Civil Procedure § 685.011(a). Initials EXHIBIT A PROJECT: Emergency Stormwater Pipe Repair at 1432 Earle Drive, National City CONTRACTOR: Palm Engineering Construction Company Inc. SCOPE OF WORK: Remove approximately 100 LF of existing 72" CMP and replace with 72" RCP per SDRSD. The newly installed RCP pipe connects to the back of the 5' x 6' box culvert transition from the east and connect to a section of 72" RCP storm drain from the west. Pricing shall include all concrete collars as needed, and removal and disposal of the existing wall and tree/vegetation above grade if necessary. Pricing shall include all export of material if needed and disposal of existing CMP. Backfill specifications shall comply with SDRSD D-60 and all other work shall be per the most current Greenbook specifications. Project estimated cost: $55,000 Project estimated timeline: 20 working days Emergency Stormwater Pipe Repair at 1432 Earle Drive PERFORMANCE BOND (Attachment B) EXECUTED IN TRIPLICATE BOND NO. 893873P PREMIUM: $792.00 PREMIUM IS FOR CONTRACT TERM AND IS SUBJECT TO ADJUSTMENT BASED ON FINAL CONTRACT PRICE WHEREAS, the City of National City has awarded Palm Engineering Construction Company, Inc., hereinafter designated as the "Principal", the CITY OF NATIONAL CITY CONSTRUCTION CONTRACT BY AND BETWEEN THE CITY OF NATIONAL CITY AND PALM ENGINEERING CONSTRUCTION COMPANY, INC. WHEREAS, said Principal is required under the terms of said contract to furnish a bond for the faithful performance of said contract. NOW, THEREFORE, we, the Principal and DEVELOPERS SURETY AND INDEMNITY COMPANY as surety, are held and firmly bound unto the City Council of the City of National City, hereinafter called the "Council", in the penal sum of FIFTY FIVE THOUSAND AND 00/100 DOLLARS ($ 55,00.00 lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH THAT if the above bounden Principal, his/her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the said contract any alteration thereof made as therein provides, on his or their part, to be kept and performed at the time and in the amount therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City of National City, the City Council, their officers, agents, and employees, as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and virtue. And the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract or to the work to be performed herein or the specifications accompanying the same shall in any wise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or additions to the terms of the contract or to the work or to the specifications. Emergency Stormwater Pipe Repair at 1432 Earle Drive In the event suit is brought upon this bond by the City of National City and judgment is recovered, the surety shall pay all costs incurred by the Council in such suit, including a reasonable attorney's fee to be fixed by the Court. IN WITNESS WHEREOF three identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and Surety above named, on the 27TH day of MARCH , 2017. DEVELOPERS SURETY PALM ENGINEERING AND INDEMNITY COMPANY (SEAL) CONSTRUCTION/l COMPANY, INC. (SEAL) BY: ( D dV640 (SEAL) BY: (SEAL) MARK D. IATAROLA, ATTORNEY -IN -FACT (SEAL) RASOUL SHAHBAZI, PRESIDENT (SEAL) Surety Principal Emergency Stormwater Pipe Repair at 1432 Earle Drive PERFORMANCE BOND (continued) ATTORNEY -IN -FACT ACKNOWLEDGEMENT OF SURETY STATE OF COUNTY OF On this ) ss ) day of , 2017, before me, the undersigned, a Notary Public in and for said County and State, personally appeared known to me to be the person whose name is subscribed to the within instrument as the attorney -in -fact of the the corporation named as Surety in said instrument, and acknowledged to me that he subscribed the name of said corporation thereto as Surety, and his own name as attorney -in -fact. NOTE: Signature of those executing for Surety must be properly acknowledged. NOTE: The Attorney -in -fact must attach a certified copy of the Power of Attorney. Signature: Name (Type or Print): Notary Public in and for said County and State My Commission expires: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of SAN DIEGO On 3/27/2017 before me, MICHELLE M. BASUIL, NOTARY PUBLIC Date Here Insert Name and Title of the Officer personally appeared MARK D. IATAROLA Name(e) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/arc subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/hcr/thcir authorized capacity(ies), and that by his/hor- ieir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. MICHELLE M. BASUIL COMM # 2034911 SAN DIEGO COUNTY NOTARY PUBLIC-CALIFORNIA Z MY COMMISSION EXPIRES AUG. 24, 2017 Place Notary Seal Above WITNESS my hand and official seal. Signature 1-1'-e-c t 1,1-1 i ' Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: MARK D. IATAROLA LL Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ® Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited 0 General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 POWER OF ATTORNEY FOR DEVELOPERS SURETY AND INDEMNITY COMPANY INDEMNITY COMPANY OF CALIFORNIA PO Box 19725, IRVINE, CA 92623 (949) 263-3300 KNOW ALL BY THESE PRESENTS that except as expressly limited, DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA, do each hereby make, constitute and appoint: ***Mark D. latarola, John G. Maloney, Helen Maloney, , Michelle M. Basuil, Glenda J. Rooney, jointly or severally*** as their true and lawful Attorney(s)-in-Fact, to make, execute, deliver and acknowledge, for and on behalf of said corporations, as sureties, bonds, undertakings and contracts of suretyship giving and granting unto said Attorney(s)-in-Fact full power and authority to do and to perform every act necessary, requisite or proper to be done in connection therewith as each of said corporations could do, but reserving to each of said corporations full power of substitution and revocation, and all of the acts of said Attorney(s)-in-Fact, pursuant to these presents, are hereby ratified and confirmed. This Power of Attorney is granted and is signed by facsimile under and by authority of the following resolutions adopted by the respective Boards of Directors of DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA, effective as of January 1st, 2008. RESOLVED, that a combination of any two of the Chairman of the Board, the President, Executive Vice -President, Senior Vice -President or any Vice President of the corporations be, and that each of them hereby is, authorized to execute this Power of Attorney, qualifying the attorney(s) named in the Power of Attorney to execute, on behalf of the corporations, bonds, undertakings and contracts of suretyship; and that the Secretary or any Assistant Secretary of either of the corporations be, and each of them hereby is, authorized to attest the execution of any such Power of Attorney; RESOLVED, FURTHER, that the signatures of such officers may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures shall be valid and binding upon the corporations when so affixed and in the future with respect to any bond, undertaking or contract of suretyship to which it is attached. IN WITNESS WHEREOF, DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA have severally caused these presents to be signed by their respective officers and attested by their respective Secretary or Assistant Secretary this 6th day of February, 2017. By: By: Daniel Young, Senior Vice -President Mark Lansdon, Vice -President A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On February 6, 2017 Date personally appeared LUCILLE RAYMOND Commission # 2081945 Notary Public - California i Orange County Expires Oct 13_2018� before me, Place Notary Seal Above Lucille Raymond, Notary Public Here Insert Name and Title of the Officer Daniel Young and Mark Lansdon Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ' Lucille ond, Notary Public CERTIFICATE The undersigned, as Secretary or Assistant Secretary of DEVELOPERS SURETY AND INDEMNITY COMPANY or INDEMNITY COMPANY OF CALIFORNIA, does hereby certify that the foregoing Power of Attorney remains in full force and has not been revoked and, furthermore, that the provisions of the resolutions of the respective Boards of Directors of said corporations set forth in the Power of Attomey are in force as of the date of this Certificate. By: This Certificate is executed in the City of Irvine, California, this Cassie J.�BJlrrisford, Assistant tary Se ATS-1002 (02/17) 27TH day of MARCH , 2017 . Emergency Stormwater Pipe Repair at 1432 Earle Drive PAYMENT BOND (Attachment C) EXECUTED IN TRIPLICATE BOND NO. 893873P PREMIUM INCLUDED IN PERFORMANCE BOND WHEREAS, the City of National City has awarded Palm Engineering Construction Company, Inc., hereinafter designated as the "Principal", the CITY OF NATIONAL CITY CONSTRUCTION CONTRACT BY AND BETWEEN THE CITY OF NATIONAL CITY AND PALM ENGINEERING CONSTRUCTION COMPANY, INC. WHEREAS, said Principal is required by Chapter 5 (commencing at Section 3225) and Chapter 7 (commencing at Section 3247), Title 15, Part 4, Division 3 of the California Civil Code to furnish a bond in connection with said contract; NOW, THEREFORE, we, the Principal and DEVELOPERS SURETY AND INDEMNITY COMPANY as surety, are held and firmly bound unto the City Council of the City of National City, hereinafter called the "Council", in the penal sum of FIFTY FIVE THOUSAND AND 00/100 DOLLARS ($55,000.00) lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his/her or its subcontractors, heirs, executors, administrators, successors, or assigns, shall fail to pay any of the persons named in Section 3181 of the California Civil Code, or amounts due under the Unemployment Insurance Code with respect to work or labor performed by any such claimant, or for any amounts required to be deducted, withheld, and paid over to the Franchise Tax Board from the wages of employees of the Contractor and his subcontractors pursuant to Section 18806 of the Revenue and Taxation Code, with respect to such work and labor the Surety will pay for the same in an amount not exceeding the sum hereinafter specified, and also, in case suit is brought upon this bond, a reasonable attorney's fee, to be fixed by the Court. This Bond shall inure to the benefit of any of the persons named in Section 3181 of the California Civil Code, so as to give a right of action to such persons or their assigns in any suit brought upon this bond. Emergency Stormwater Pipe Repair at 1432 Earle Drive PAYMENT BOND (continued) It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement hereinabove described or pertaining or relating to the furnishing of labor, materials, or equipment therefore, not by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement hereinabove described, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner of Public Entity and original contractor or on the part of any obliges named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 3110 or 3112 of the California Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned. IN WITNESS WHEREOF three identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and Surety above named, on the 27TH day of MARCH , 2017. DEVELOPERS SURETY PALM ENGINEERING AND INDEMNITY COMPANY (SEAL) CONSTRUCTION COMPANY, INC. (SEAL) BY: /16k(9' (SEAL) BY: (SEAL) MARK D. IATAROLA, ATTORNEY -IN -FACT (SEAL) RASOUL SHAHBAZI, PRESIDENT (SEAL) Surety Principal Emergency Stormwater Pipe Repair at 1432 Earle Drive PAYMENT BOND (continued) ATTORNEY -IN -FACT ACKNOWLEDGEMENT OF SURETY STATE OF ss COUNTY OF ) On this day of , 2017, before me, the undersigned, a Notary Public in and for said County and State, personally appeared known to me to be the person whose name is subscribed to the within instrument as the attorney -in -fact of the the corporation named as Surety in said instrument, and acknowledged to me that he subscribed the name of said corporation thereto as Surety, and his own name as attorney -in -fact. NOTE: Signature of those executing for Surety must be properly acknowledged. NOTE: The Attorney -in -fact must attach a certified copy of the Power of Attorney. Signature: Name (Type or Print): (Notary Public in and for said County and State) My Commission expires: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of SAN DIEGO On 3/27/2017 before me, MICHELLE M. BASUIL, NOTARY PUBLIC Date Here Insert Name and Title of the Officer personally appeared MARK D. IATAROLA Name(s) of Signer(sj who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that hefshefthey executed the same in his/hcr/thcir authorized capacity(ies), and that by his/ia.er,/thoir signatures) on the instrument the person(e), or the entity upon behalf of which the person() acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. MICHELLE M. BASUIL COMM # 2034911 SAN DIEGO COUNTY NOTARY PUBLIC-CALIFORNIA Z MY COMMISSION EXPIRES AUG. 24, 2017 Place Notary Seal Above WITNESS my hand and official seal. Signature" %°'! 4 7 . OPTIONAL Signature of Notary Public Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Capacity(ies) Claimed by Signer(s) Signer's Name: MARK D. IATAROLA LI Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ® Attorney in Fact El Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Named Above: Signer's Name: Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual CI Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 POWER OF ATTORNEY FOR DEVELOPERS SURETY AND INDEMNITY COMPANY INDEMNITY COMPANY OF CALIFORNIA PO Box 19725, IRVINE, CA 92623 (949) 263-3300 KNOW ALL BY THESE PRESENTS that except as expressly limited, DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA, do each hereby make, constitute and appoint: ***Mark D. latarola, John G. Maloney, Helen Maloney, , Michelle M. Basuil, Glenda J. Rooney, jointly or severally*** as their true and lawful Attorney(s)-in-Fact, to make, execute, deliver and acknowledge, for and on behalf of said corporations, as sureties, bonds, undertakings and contracts of suretyship giving and granting unto said Attorney(s)-in-Fact full power and authority to do and to perform every act necessary, requisite or proper to be done in connection therewith as each of said corporations could do, but reserving to each of said corporations full power of substitution and revocation, and all of the acts of said Attorney(s)-in-Fact, pursuant to these presents, are hereby ratified and confirmed. This Power of Attorney is granted and is signed by facsimile under and by authority of the following resolutions adopted by the respective Boards of Directors of DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA, effective as of January 1st, 2008. RESOLVED, that a combination of any two of the Chairman of the Board, the President, Executive Vice -President, Senior Vice -President or any Vice President of the corporations be, and that each of them hereby is, authorized to execute this Power of Attorney, qualifying the attorney(s) named in the Power of Attorney to execute, on behalf of the corporations, bonds, undertakings and contracts of suretyship; and that the Secretary or any Assistant Secretary of either of the corporations be, and each of them hereby is, authorized to attest the execution of any such Power of Attorney; RESOLVED, FURTHER, that the signatures of such officers may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures shall be valid and binding upon the corporations when so affixed and in the future with respect to any bond, undertaking or contract of suretyship to which it is attached. IN WITNESS WHEREOF, DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA have severally caused these presents to be signed by their respective officers and attested by their respective Secretary or Assistant Secretary this 6th day of February, 2017. By: By • Daniel Young, Senior Vice -President Mark Lansdon, Vice -President State of California County of Orange :' 1936" A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. On February 6, 2017 personally appeared Date LUCILLE RAYMOND Commission el 2081945 Notary Public -California I z Yj Orange County before me, My Comm. Exeires Oct 13, 2014 Place Notary Seal Above Lucille Raymond, Notary Public Here Insert Name and Title of the Officer Daniel Young and Mark Lansdon Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Lucill0 Pby ond, Notary Public CERTIFICATE The undersigned, as Secretary or Assistant Secretary of DEVELOPERS SURETY AND INDEMNITY COMPANY or INDEMNITY COMPANY OF CALIFORNIA, does hereby certify that the foregoing Power of Attorney remains in full force and has not been revoked and, furthermore, that the provisions of the resolutions of the respective Boards of Directors of said corporations set forth in the Power of Attorney are in force as of the date of this Certificate. By: This Certificate is executed in the City of Irvine, California, this * CassieiJ.,rrisford, Assistant Se tary ATS-1002 (02/17) 27TH day of MARCH , 2017 yJ�-�`Qµp�gq �yt 1936 =o- O�J�••�gCIFO.''�Dl Emergency Stormwater Pipe Repair at 1432 Earle Drive CERTIFICATE REGARDING CONTRACTOR'S LICENSE (Attachment D) 1. Contractor is required to possess one of the following State Contractor's License: State of California Class "B" Contractor's License 2. A failure to possess the required license, a failure to truthfully set forth the following information, or a failure to execute this Certificate renders the proposal nonresponsive and requires the City to reject the proposal. (Business and Professions Code Section 7028.15) 3. Contractor declares, under penalty of perjury, that he possesses the required Contractor's license(s) which: a. Bears the license number(s): 853930 b. Expires on: 02/28/2019 31) 7 / 1-7 Signature of Prime Contractor A,SC S i-i3,lZ,. Print name and title Date Signature of Prime Contractor Date Print name and title (If the Prime Contractor is a corporation two signatures of corporate officers are required.) This required license determination has been made by the City of National City. Any Contractor holding a different license who feels he is qualified to bid on this work must so advise the City Engineer at least seven (7) days prior to the bid opening. A review of the contemplated work will be made and the City's decision as to the required license will be final. 1-1 Emergency Stormwater Pipe Repair at 1432 Earle Drive Print name and title DESIGNATION OF SUBCONTRACTORS (Attachment E) In compliance with the provisions of the Subletting and Subcontracting Fair Practices Act (Section 4100 et sec of the Government Code of the State of California) the undersigned Bidder has set forth below the full name and the location of the place of business of each Subcontractor who will perform work or labor or render service to the Prime Contractor in or about the construction of the work or improvement, or a Subcontractor licensed by the State of California who, under subcontract to the Prime Contractor, specially fabricates and installs a portion of the work or improvement according to detailed drawings contained in the plans and specifications to which the attached bid is responsive, and the portion of the work which will be done by each Subcontractor for each subcontract in excess of one-half of one percent of the Prime Contractor's total bid. The Bidder understands that if he fails to specify a subcontractor for any portion of the work to be performed under the contract in excess of one-half of one percent of his bid, he shall be deemed to have agreed to perform such portion of the work with contractor's own forces. Substitution shall not be allowed, except in cases of public emergency or necessity, and then only after a finding, reduced to writing as a public record of the City, setting forth the facts constituting the emergency or necessity. If no subcontractors are to be employed on the project, enter the word "NONE". Item # Subcontractor NO Ng Description of Work % of Item Use an additional sheet and attach if necessary. Number of sheets attached for listed subcontractors Percentage (%) of total contract amount that is subcontracted % (Do not include specialty items in the calculation.) Signed this 2 -1 day of NI A-aC t/ 10,c 3/-77//7 Signature of Prime Contractor Date , 2017. Signature of Prime Contractor Date l'Otr;IS 511.4-/-4 Xi ' '&r'/1 ,j kr 1 /97r (4' .4 Print name and title 1-2 Emergency Stormwater Pipe Repair at 1432 Earle Drive CONTRACTOR'S CERTIFICATE OF WORKER'S COMPENSATION INSURANCE (Attachment F) Section 3700 of the Labor Code provides in part as follows: "Every employer except the state shall secure the payment of compensation in one or more of the following ways: (a) By being insured against liability to pay compensation to one or more insurers duly authorized to write compensation insurance in this state. (b) By securing from the Director of Industrial Relations a certificate of consent to self -insure, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his employees. I am aware of the provisions of Section 3700 of the Labor Code, which require every employer to be insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract. I further certify that if I should contract or subcontract with any person, including firm or company, to do all or any part of the work for which this proposal covers, I shall assure compliance by that contractor or subcontractor with the provisions of Section 3700 of the Labor Code. (Legal Name of Bidder) By: Title: flk. (In accordance with Article 5, commencing at Section 1860, Chapter 1, Part 7, Division 2, of the Labor Code, the above certificate must be signed and filed with the awarding body prior to performing any work under this contract.) 1-3 Emergency Stormwater Pipe Repair at 1432 Earle Drive EMERGENCY NOTIFICATION LIST (Attachment G) In reference to Section 7-6 of the Standard Specifications my/our representatives at the construction site for the above subject project will be: On -site Project Superintendent: 64, pa C/4.--C-0 Name Cell number/Office number Other 24-hour available person with authority to order work: Name Cell number/Office number Other 24-hour available person with authority to order work: Name Cell number/Office number I am aware that one of the named representative(s) shall be present at the work site whenever work is in progress. Further, each of these responsible persons can be contacted in an emergency situation and have complete authority to act on the Contractor's behalf. Signature of Prime Contractor Signature of Prime Contractor e;i n cW 1/c). J<f4 7)24 - S' ace[,6 c� Print name and title Print name and title (If the Prime Contractor is a corporation two signatures of corporate officers are required.) 1-4 Emergency Stormwater Pipe Repair at 1432 Earle Drive GUARANTEE AGREEMENT (Attachment H) We hereby guarantee that Emergency Stormwater Pipe Repair at 1432 Earle Drive, Specification No. (N/A) has been installed in accordance with the drawings and specifications and that the work as installed will fulfill the requirements included in the specifications. The undersigned agrees to promptly repair or replace, in a manner satisfactory to the Engineer, any or all of such work, together with any other adjacent work which may be displaced in connection with such repair or replacement, that may prove to be defective in workmanship or material within a period of one (1) year from the date of acceptance of the above referenced project by the CITY, ordinary wear and tear and unusual abuse or neglect excepted. The Contractor also agrees to hold the CITY harmless from claims of any kind arising from damage due to said defects in the work constructed under the Contract. In the event that the undersigned fails to comply with the abovementioned conditions within a reasonable period of time, as determined by the CITY, the undersigned hereby authorizes the CITY to proceed with the repair of said defects and the Contractor and his/her surety shall be liable to the City for the cost thereof. IPA N rvELs r JO CO — Firm name 3 0 o Mai-u.,i raj I S. A - vh a Ill Address Signature of Prime Contractor or Sub -Contractor Signature of Prime Contractor or Sub -Contractor %Qb1S 5tAAI-14tYZ,' ha ef16c•v; Ai LOApg-A2,ftC12-at4 7 Print name and title Print name and title Countersigned (required by Prime Contractor if this Guarantee Agreement is for a Sub -Contractor): Firm name Address Signature of Prime Contractor Signature of Prime Contractor Ross Shahbazi, President Print name and title Print name and title Contact for Service: (BOSS SNAH RA7 k Name 7330 6(c>1.11)13wTY RD . STEJ, S 6N D(t40, CA Q'2Jl ( Address (olc- Z.L{5 - 3a 27 Ross & PA-ui ogy(N Ee. iz r K6 co .c.40 Telephone number and email address Emergency Stormwater Pipe Repair at 1432 Earle Drive CONTRACTOR'S CERTIFICATION OF COMPLETION (Attachment I) DATE: TO: City Engineer City of National City Engineering Department 1243 National City Boulevard National City, CA 91950 FROM: (Firm or Corporation) This is to certify that I, acting as an authorized official of the above stated firm or corporation, have been properly authorized by said firm or corporation to sign the following statements pertaining to the subject contract: I know, of my own personal knowledge, and do hereby certify, that the work of the contract described above has been performed, and materials used and installed in every particular, in accordance with, and in conformity to, the contract drawings and specifications. The contract work is now complete in all parts and requirements, and ready for your final inspection. I understand that neither the determination by the Engineer that the work is complete, nor the acceptance thereof by the Owner, shall operate as a bar to claim against the Contractor under the terms of the guarantee provisions of the contract documents. Signature of Prime Contractor Date Signature of Prime Contractor Date Print name and title Print name and title (If the Prime Contractor is a corporation two signatures of corporate officers are required.) Emergency Stormwater Pipe Repair at 1432 Earle Drive CONTRACTOR'S AFFIDAVIT OF PAYMENT (Attachment J) To All Whom It May Concern: WHEREAS, the undersigned has been contracted by the City of National City to furnish labor and materials for Emergency Stormwater Pipe Repair at 1432 Earle Drive, Specification No. (N/A), under a contract dated the 23rd day of March, 2017, in the City of National City, County of San Diego, State of California, of which City of National City is the Owner. NOW, THEREFORE, this day of , 2017 the undersigned, as the Contractor for the above -named Contract pursuant to the Conditions of the Contract hereby certifies that, except as listed below, he has paid in full or has otherwise satisfied all obligations for all materials and equipment furnished, for all work, labor, and services performed, and for all known indebtedness and claims against the Contractor for damages arising in any manner in connection with the performance of the Contract referenced above for which the Owner or his property might in anyway be held responsible. EXCEPTIONS: (If none, write "None". If required by the Owner, the Contractor shall furnish bond satisfactory to the Owner for each exception.) Signature of Prime Contractor Date Signature of Prime Contractor Date Print name and title Print name and title (If the Prime Contractor is a corporation two signatures of corporate officers are required.) Emergency Stormwater Pipe Repair at 1432 Earle Drive CONSENT OF SURETY FOR FINAL PAYMENT (Attachment K) In accordance with the provisions of the contract between the City and the Contractor, and the following named Surety: on the Payment Bond in the amount of Dollars, of the following named Contractor: hereby approves of final payment to the Contractor, and further agrees that said final payment to the Contractor shall not relieve the Surety named herein of any of its obligations to the City of National City, California, as set forth in said Surety company's bond. IN WITNESS WHEREOF, the Surety Company has hereunto set its hand and seal this day of , 2017. Signature of Authorized Surety Representative Title (CORPORATE SEAL) Emergency Stormwater Pipe Repair at 1432 Earle Drive CONTRACTOR'S AFFIDAVIT OF DISPOSAL (Attachment L) WHEREAS, on the 23rd day of March, 2017, the undersigned entered into and executed a contract with the City of National City, a municipal corporation, for Emergency Stormwater Pipe Repair at 1432 Earle Drive, as particularly described in said contract and identified as Specification No. (N/A) and WHEREAS, the specifications of said contract requires the Contractor to affirm that "all brush, trash, debris, and surplus materials resulting from this project have been disposed of in a legal manner" and that all designated recyclable materials are properly recycled in compliance with the City of National City Municipal Code, Chapter 15.80, Construction and Demolition Debris (Ordinance No. 2009-2309). WHEREAS, said contract has been completed, all surplus materials disposed of, and proof of compliance with the City of National City Municipal Code has been furnished. NOW, THEREFORE, in consideration of the final payment by the City of National City to said Contractor under the terms of said contract, the undersigned Contractor, hereby certifies and affirms under penalty of perjury that all surplus materials as described in said contract have been disposed of at the following location(s): Type of material disposed of Type of material disposed of Name of disposal site Name of disposal site Address of disposal site Address of disposal site Type of material disposed of Type of material disposed of Name of disposal site Name of disposal site Address of disposal site Address of disposal site By signing and submitting this form to the City of National City on this day of , 2017, I (we) hereby certified and swear under penalty of perjury under the laws of the State of California that the aforementioned information is true and correct without omission, error or misrepresentation. Signature of Prime Contractor Date Signature of Prime Contractor Date Print name and title Print name and title (If the Prime Contractor is a corporation two signatures of corporate officers are required.) WPSI CONTRACTORS STATE LICENSE BOARD Contractor's License Detail for License # 853930 IISCLAIMER: A license status check provides information taken from the CSLB license database. Before relying on this (formation, you should be aware of the following limitations. CSLB complaint disclosure is restricted by law (B&P 7124.6) If this entity is subject to public complaint disclosure, a link for complaint disclosure will appear below. Click on the link or button to obtain complaint and/or legal action information. Per B&P 7071.17 , only construction related civil judgments reported to the CSLB are disclosed. Arbitrations are not listed unless the contractor fails to comply with the terms of the arbitration. Due to workload, there may be relevant information that has not yet been entered onto the Board's license database. Data current as of 3/22/2017 3:59:22 PI Business Information PALM ENGINEERING CONSTRUCTION COMPANY INC 7330 OPPORTUNITY RD #J SAN DIEGO, CA 92111 Business Phone Number:(619) 291-1495 Entity Corporation Issue Date 02/01/2005 Expire Date 02/28/2019 License Status This license is current and active. All information below should be reviewed. Classifications A - GENERAL ENGINEERING CONTRACTOR B - GENERAL BUILDING CONTRACTOR C27 - LANDSCAPING C10 - ELECTRICAL Bonding Information Contractor's Bond This license filed a Contractor's Bond with AMERICAN CONTRACTORS INDEMNITY COMPANY. Bond Number: 100267004 Bond Amount: $15,000 Effective Date: 01/01/2016 Contractor's Bond History Bond of Qualifying Individual The qualifying individual RASOUL SHAHBAZI-DASTJERDI certified that he/she owns 10 percent or more of the voting stock/membership interest of this company; therefore, the Bond of Qualifying Individual is not required. Effective Date: 06/29/2012 BQI's Bond History Workers' Compensation This license has workers compensation insurance with the BENCHMARK INSURANCE COMPANY Policy Number:CST5009027 Effective Date: 11/01/2016 Expire Date: 11/01/2017 Workers' Compensation History Personnel listed on this license (current or disassociated) are listed on other licenses. ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/30/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LIC #0525512 1-619-464-6851 Teague Insurance Agency Inc. 4700 Spring Street P g 4th Floor La Mesa, CA 91942 Thomas Geisbush CONTACT NAME: PHONE FAX (A/C, No, Ext): 619-464-6851 (A/C No): 619-668-4715 A -MAIL Info@teagueins.com ADDRESS: gu INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: JAMES RIVER INS CO 1112203 INSURED Palm Engineering Construction Co., Inc. 7330 Opportunity Road Ste J San Diego, CA 92111 INSURERB: AMERICAN FIRE & CAS CO 124066 MSURERC: CONTINENTAL CASUAL CO. 20443 INSURERD: BENCHMARK INS CO 41394 INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: 49488789 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUBR INSR I WVD POLICY NUMBER POLICY EFF POLICY EXP IMM/DD/YYYY) IMM/DD/YYYY1 LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL CLAIMS -MADE LIABILITY X I OCCUR X 1 1 i 00072610-0 07/01/16 07/01/17 � 1 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) $ 5 0 , 00 0 $ 1, 000 PERSONAL&ADVINJURY $1,000,000 GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2 , 0 00 , 00 0 GEN'L AGGREGATE POLICY X LIMIT APPLIES PRO- JECT PER: LOC $ B AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS NON -OWNED AUTOS X i BAA56378022 - 02/23/17 02/23/18 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ C X UMBRELLALIAB EXCESS LIAB X OCCUR CLAIMS -MADE I 5094194112 07/01/16 07/01/17 EACH OCCURRENCE $ 4,000,000 AGGREGATE $ 4,000,000 $ DED RETENTION $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N Y N / A j X CST5009027 11/01/16 11/01/17 X TQRYLIMITS ER E.L. EACH ACCIDENT $ 1,000, 000 E.L.DISEASE- EAEMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1, 000, 000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) RE: 1432 Earle Drive, National City, CA 91950 City of National City its officers, agents, employees, and volunteers are included, when required by written contract as additionally insured for ongoing operations with per project aggregate with respects to the general liability and as additional insured with respects to the auto liability and with waiver of subrogation with respects to the workers compensation per attached forms. *This certificate supersedes the previously issued certificate* CANCELLATION City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950 I USA 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 ,Ck;'- ACORD 25 (2010/05) vanessa 49488789 © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 00072610-0 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Where required by written contract or written agreement Location(s) Of Covered Operations All operations of the Named Insureds Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. CG 20 10 07 04 B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, mainte- nance or repairs) to be performed by or on be- half of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. © ISO Properties, Inc., 2004 Page 1 of 1 0 Policy Number: 00072610-0 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY LIMITATION - AMENDED AGGREGATE LIMITS OF INSURANCE PER PROJECT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS COMBINED LIABILITY POLICY SECTION III — LIMITS OF INSURANCE - The General Aggregate Limit applies separately to each "Project" of the Named Insured. Notwithstanding the application of the General Aggregate Limit to each "Project" of the Named Insured, under no circumstances will we pay more than $5,000,000 for all claims under this policy that are subject to the General Aggregate limit. For the purpose of this endorsement, the following definition is added: "Project" means all work done by you or on your behalf, away from premises owned or rented to you, to complete an individual bid or negotiated contract to provide services for a specified period of time. Multiple jobs, work orders, purchase orders, or work done at multiple "locations" under one contract are not separate "projects" within the meaning of this coverage. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. AP5012US 12-03 Page 1 of 1 Policy Number: BAA56378022 COMMERCIAL AUTO CA88100113 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGE INDEX SUBJECT PROVISION NUMBER ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED 1 BODILY INJURY REDEFINED 22 EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 23 EXTRA EXPENSE -BROADENED COVERAGE 10 GLASS REPAIR - WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN / LEASE GAP 14 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 20 SECTION II - LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED SECTION II - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1) If there is similar insurance or a self -insured retention plan available to that organization; CA88100113 @ 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include the following as an insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorse- ment is excess over any other insurance available to any "employee". g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties re- lated to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include the following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been issued to you; and Only for the duration of that contract, agreement or permit (3) 4. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, para- graphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including actual loss of earn- ings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II - LIABILITY, exclusion B.5. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or CA88100113 © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee". For the purposes of this provision, SECTION V - DEFINITIONS is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, of the following: We will pay towing and labor costs incurred, up to the limits shown "auto" classified and rated as a private passenger type, "light truck' abled: is amended by the addition below, each time a covered ' or "medium truck" is dis- a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "light trucks", we will pay up to $50 per disablement. "Light trucks" are trucks that gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 - 20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a., Coverage Extension of SECTION III - PHYSICAL DAMAGE COVERAGE, is amend- ed to provide a limit of $50 per day and a maximum limit of $1,500 CA 88 10 01 13 have a © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". d. This coverage does not apply unless you have a business necessity that other "autos" avail- able for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE - BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V - DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the follow- ing: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other cov- erage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: CA88100113 © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 7 11,1111111 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto"; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 14. LOAN / LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" Tess the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss", b. Financial penalties imposed under a lease due to high mileage, excessive use or ab- normal wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto", i. Any amount representing taxes, j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the 'loss". This adjustment is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss. C. SECTION V - DEFINTIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. CA88100113 © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 15. GLASS REPAIR - WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION III PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV - BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. CA88100113 @ 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 7 To the extent possible, notice to us should include: (1) How, when and where the "accident" or "loss" took place; (2) The "insureds" name and address; and (3) The names and addresses of any injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss", waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V - DEFINITIONS is amended as follows: 22. BODILY INJURY REDEFINED Under SECTION V - DEFINTIONS, definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A. - CANCELLATION condition applies except as fol- lows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancella- tion. CA88100113 of Recovery our rights are © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our light against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform worts under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2,0 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Any person or organization as required by written contract 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 Date: 11/1/2016 Policy No. CST5009027 Endorsement No. Policy Effective Dates: 11/01/2016 - 11/01/2017 Premium $ Insured: Carrier Name / Code: Benchmark Insurance Company A WC 04 03 06 (Ed. 4-84) Countersigned by Page 1 of 1 Why We Are Using the Latest ACORD 25 Certificate of Insurance In September 2009, ACORD revised the ACORD 25 Certificate of Insurance form. One of the major changes was the removal of the cancellation, notice provision. For the following reasons, we are unable to issue an older edition of this form, modify the current form, or complete a proprietary form you provide: • Notice of cancellation is a policy right, not an unregulated service. No insurer shown on this certificate is able to provide the cancellation notice you desire by endorsement. For example, the insured can cancel immediately, so it would be impossible for the insurer to give you the notice you request. State law also grants the insurer the right to cancel for reasons such as nonpayment with less notice than you require. • For the reason just cited„ if our agency was to issue a certificate that provides the cancellation notice you request, we would do so with the full knowledge that it would be impossible to actually give that amount of notice under certain circumstances. As such, the certificate could be alleged to constitute a misrepresentation or fraud which could subject our agency and staff to serious civil and criminal penalties. • If a certificate purports to provide a policy right different from that provided by the policy itself, then the certificate effectively purports to be a policy form. Policy forms must be filed and approved by our state department of insurance. • Under the ACORD Corporation's licensing agreement, the prior editions of superseded forms can be used for one year from the time the new forms are introduced. Beginning in September 2010, this is another reason we cannot use an older edition of the ACORD 25. Doing so would violate ACORD's licensing agreement and, as a copyrighted document, federal copyright law. • Likewise, we are unable to modify the new certificate to add a notice of cancellation. ACORD forms are designed to be (completed, not altered. ACORD's Forms Instruction Guide says that a certificate should not be used "To waive rights.. .To quote wording from a contract.To quote any wording which amends a policy unless the policy itself has been amended." • We are often asked to issue proprietary certificates provided by the certificate requestor. Again, our insurance company contracts only allow us to issue unaltered ACORD forms. Many proprietary certificates include broad, vague or ambiguous language that may or may not be incompliance with state laws, regulations, and insurance department directives. Therefore, we cannot issue any proprietary certificates that have not been reviewed by our state insurance department. We appreciate your u nderstanding of the legal :restrictions on our ability to fully comply with your request. FAA CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk PALM ENGINEERING CONSTRUCTION COMPANY Stormwater Pipe Repair —1432 Earle Drive, National City Judy Hernandez (Engineering/Public Works) Forwarded Copy of Agreement to Palm Engineering