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2016/01/07 Airx Utility Surveyors, Inc. Scott Rd Improvements
CITY OF MENIFEE CONTRACTOR AGREEMENT SCOTT ROAD IMPROVEMENTS SUBSURFACE SURVEY PROJECT This CONTRACTOR AGREEMENT ("Agreement") is made and effective for the above referenced Project by and between the CITY OF MENIFEE, a California municipal corporation, ("City"), and AIRX Utility Surveyors Inc, a Corporation ("Contractor"), whose principal business address is 2534 East El Norte Parkway, Suite C. Escondido, CA 92027 on the '7fh day of t yoLru , 2016. In consideration of the mutual covenants and agreements set forth herein, City and Contractor have mutually agreed as follows: 1. SCOPE OF WORK Contractor agrees to perform all Work and furnish all the labor, services, materials and equipment necessary to construct the improvements that are the subject of this Agreement, in accordance with the Contract Documents (as hereinafter defined), including all work, labor, services, materials and equipment described and reasonably inferable from documents enumerated in "Exhibit A" attached hereto (such construction and furnishing of labor, service, materials and equipment hereinafter referred to as the "Work") in a good workman-like and substantial manner and to the satisfaction of City, in connection with the Scott Road Improvements Subsurface Survey Project to be constructed in the City of Menifee, California (the "Project"). The term "Contract Documents" shall mean this Agreement, and all of the items enumerated in "Exhibit A". City must consent in writing to any changes in the scope of Work, with such consent to be in City's sole discretion. Exhibit "A" shall be deemed revised in accordance with any revisions for which City's consent has been issued. Any revisions to the scope of Work for which City's consent has not been issued shall be null and void. 2. CONTRACT PRICE City hereby agrees to pay and Contractor agrees to accept as full compensation for all Work performed in accordance with the Contract Documents the Contract Price as set forth in "Exhibit B", Cost Proposal, attached hereto. Payments to Contractor shall be made in the manner described in the Special Provisions. 3. TIME FOR PERFORMANCE Time is of the essence in the performance of Work for this Agreement and all timing requirements shall be strictly adhered to unless otherwise modified by City in accordance with the Contract Documents. Contractor shall complete the Work in every detail to the satisfaction of City within the specified duration set forth in the Notice to Proceed. 4. LABOR REQUIREMENTS Contractor is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Sections 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "Public works" and "Maintenance" projects. If the Work is being performed as part of an applicable "Public works" or "Maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is ONE THOUSAND DOLLARS ($1,000) or more, Contractor agrees to fully comply with such Prevailing Wage Laws including, but not limited to, requirements related to the maintenance of payroll records and the employment of apprentices. A copy of the general prevailing wage rate determination is on file in the Office of the City Clerk and is hereby incorporated in this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Work available to interested parties upon request, and shall post copies at Contractor's principal place of business and at the project site. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Contractor must forfeit to City TWENTY FIVE DOLLARS ($25.00) per day for each worker who works in excess of the minimum working hours when Contractor does not pay overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight (8) hours is the legal working day. Contractor also shall comply with State law requirements to maintain payroll records and shall provide for certified records and inspection of records as required by California Labor Code Section 1770 et seq., including Section 1776. Contractor shall comply with all statutory requirements relating to the employment of apprentices. Contractor shall defend (with counsel selected by City), indemnify, and hold City, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. NON-DISCRIMINATION Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 6. AUTHORIZED CITY REPRESENTATIVE The "Contract Officer" shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the Work and Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement. 7. COMPLIANCE WITH LAW Contractor and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Contractor shall not hire or employ any person to perform work within City or allow any person to perform the Work required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages, as determined by the Director of Industrial Relations of the State of California, will be the minimum paid to all laborers, including Contractor's employee and subcontractors. It is understood that it is the responsibility of Contractor to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations ("DIR") pursuant to California Public Utilities Code, Sections 465, 466, and 467 by calling 415-703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times, and readily available at City's request. Contractor shall indemnify, defend, and hold City and its elected and appointed boards, members, officials, officers, agents, representatives, employees, and volunteers harmless from and against any liability, loss, damage, cost or expenses (including but not limited to reasonable attorneys' fees, expert witness fees, court costs, and costs incurred related to any inquiries or proceedings) arising from or related to (i) the noncompliance by Contractor or any party performing the Work of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Contractor or any party performing the Work to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the Parties that, in connection with performance of the Work, including, without limitation, any and all public works (as defined by applicable law), Contractor shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Contractor acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Contractor shall require the same of all subcontractors. 8. CONTRACTOR'S INSURANCE (a) Policies: Contractor shall obtain and maintain during the entire term of this Agreement the following insurance policies from companies admitted or authorized in the State of California to transact the insurance business in the class of the type provided and shall have a general policyholder's rating of not less than an "A" and a financial size of fifty million dollars ($50,000,000) (currently Class VII) or better in the most current A.M. Best's Key Rating Guide; which standards shall be met by such the issuing company and not by means of the standing or assets of their parent, subsidiary or affiliate entities: (1) Comprehensive General Liability. Coverage shall include premises-operations, products/completed operations (10 years), broad form property damage, personal injury, bodily injury and blanket contractual liability, shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits, there shall be no cross- liability exclusion, there shall be no land subsidence exclusion, and there shall be no prohibition against payment of a SIR or deductible in the event of the named insured's failure to do so, in the following coverage amounts: General Liability: ONE MILLION DOLLARS ($1,000,000.00) per person per occurrence; TWO MILLION DOLLARS ($2,000,000.00) annual aggregate combined; TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate; and ONE MILLION DOLLARS ($1,000,000.00) property damage or bodily injury occurrence. (2) Automobile Liability. Coverage shall include owned, hired and non-owned vehicles, shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits, there shall be no cross-liability exclusion, and there shall be no prohibition against payment of a SIR or deductible in the event of the named insured's failure to do so, in the following coverage amounts: Auto Liability: ONE MILLION DOLLARS ($1,000,000.00) per person per occurrence; and ONE MILLION DOLLARS ($1,000,000.00) property damage or bodily injury per occurrence. (3) Workers' Compensation Insurance. Contractor shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Contractor pursuant to the provisions of the California Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Contractor may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Contractor, if a program of self- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Work performed under this Agreement. 9. ENDORSEMENTS Endorsements shall be obtained so that each policy contains the following four provisions, the wording for which shall be to the satisfaction of the City Attorney: (1) Additional Insured. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Work performed by or on behalf of Contractor, including the insured's general supervision of Contractor; products and completed operations of Contractor, as applicable; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by Contractor in the course of providing the Work pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Work. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage. (2) Preferred Forms. General Liability: no less broad than ISO form CG 0001; coverage must be on a standard Occurrence form. Claims-made not acceptable. Automobile coverage: at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. (3) Notice. Contractor shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self-insured retention is increased. In the event any of said policies of insurance are cancelled, Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Sections 8, 9, and 10 to the Contract Officer. (4) Primary Coverage The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. The policy must provide primary coverage to City and its officers, employees, agents, and authorized volunteers. It may not be secondary or in any way subordinate to any other insurance or coverage maintained by City. (5) Waiver of Subrogation Contractor waives any right of recovery it may have against City and its officers, employees, agents, and authorized volunteers because of payments it may make for injury or damages arising out of its ongoing operations or Work done under this Agreement. (6) Insurance and Indemnity Obligations Separate. The requirements as to the types and limits of insurance coverage to be maintained by Contractor as required by this Agreement, and any approval of such insurance by City, are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Contractor pursuant to this Agreement including, but not limited to, the indemnification provision. 10. INSURANCE CERTIFICATES Prior to beginning the Work under this Agreement, Contractor shall furnish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of Insurance must include the following reference: Scott Road Improvements Subsurface Survey Project. The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29714 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Contractor. 11. LABOR AND MATERIALS AND PERFORMANCE BONDS Concurrently with execution of this Agreement, Contractor shall deliver to City a payment (labor and materials) bond and a performance bond, each in the sum of the amount of this Agreement, in the forms provided by the City Clerk, which secures the faithful performance of this Agreement. The bonds shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bonds shall be unconditional and remain in force during the entire term of this Agreement and shall be null and void only if Contractor promptly and faithfully performs all terms and conditions of this Agreement. 12. INDEMNIFICATION To the fullest extent permitted by law, Contractor shall protect, indemnify, defend (with counsel satisfactory to City) and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Contractor fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contractor or by any individual or entity for which Contractor is legally liable, including, but not limited to, (1) the performance of the Work; (2) the breach of the covenants or the obligations of Contractor under this Agreement, including but not limited to, (A) violations of or a failure to comply with any safety order, rule or regulation, (B) defective Work, or (C) any and all liens, stop notices, charges of every type, nature or kind which may be at any time filed or claimed against the Project or any portion thereof, or City as a consequence of acts of Contractor, its Subcontractors, material suppliers or others for which they are responsible, provided that City is not in default of its payment obligations under this Agreement; (3) any equal opportunity, unemployment, withholding, social security, workers' compensation or other employee benefit claims with respect to Contractor or any Subcontractor arising out of the Work; or (4) violation of any local, State or Federal law, regulation or code by Contractor or any Subcontractor. Except as specifically limited as set forth below, the indemnification by Contractor of the indemnified parties under this Section 12 shall apply regardless of any concurrent or contributory active and/or passive negligent act or omission of any indemnified party; provided, however, that Contractor should not be obligated to indemnify a party for liability arising from the sole negligence or willful misconduct of the indemnified party. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Section 12. Such indemnification and hold harmless shall include all defense-related fees and costs associated with the defense of City, by counsel selected by City. Contractor's indemnification obligations as set forth in this Section 12 shall not terminate on completion of the Work, but shall survive in perpetuity. In any and all claims against City, or any and all of its officers, employees, officials, volunteers, and agents by any employee of Contractor, any Subcontractor, any supplier of Contractor or Subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this Section 11 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Contractor or any Subcontractor or any supplier of either of them under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. The provisions of this Section 12 do not apply to claims occurring as a result of City's sole or active negligence. The provisions of this Section 12 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity. The indemnity provisions in this Section 12 shall survive the termination or expiration of this Agreement until such time as action against any indemnified party on account of the matter covered by the indemnity is barred by the applicable statute of limitations, and shall not be limited in any way by the amount of insurance obtained by any indemnified party. 13. ENTIRE AGREEMENT; CONFLICT This Agreement including the attachments hereto is the entire, complete, and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contractor and by the City Council of City. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. In the event of conflict between the terms of this Agreement and the scope of Work attached hereto as Exhibit A, then, this Agreement shall control and nothing herein shall be considered as an acceptance of the terms of the scope of Work conflicting herewith. 14. MAINTENANCE OF AGREEMENT DOCUMENTATION Contractor shall keep, and require subcontractors to keep, such ledgers books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Work performed hereunder (the "Books and Records"), as shall be necessary to perform the Work required by this Agreement and enable the Contract Officer to evaluate the performance of such Work. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Work hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contractor's business, custody of the Books and Records may be given to City, and access shall be provided by Contractor's successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement. 15. INDEPENDENT CONTRACTOR Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents, or employees, perform the Work required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of Contractor's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Contractor shall perform all Work required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. Contractor shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the Contract Price paid to Contractor as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing the Work hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing the Work hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing work under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 16. LICENSES AND PERMITS Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the Work required by this Agreement, including a City of Menifee business license. Contractor and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required for the performance of the Work required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Contractor's performance of the Work required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed, or imposed against City hereunder. Contractor shall be responsible for all subcontractors' compliance with this Section 16. 17. RETENTION OF FUNDS Ten percent (10%) of the Contract Price shall be retained as performance security to be paid to Contractor within sixty (60) days after final acceptance of the Work by the City Council of City, after Contractor has furnished City with a full release of all undisputed payments under this Agreement, if required by City. In the event there are any claims specifically excluded by Contractor from the operation of the release, City may retain proceeds (per Public Contract Code § 7107) of up to one hundred fifty percent (150%) of the amount in dispute. City's failure to deduct or withhold shall not affect Contractor's obligations hereunder. 18. GOVERNING LAW, VENUE This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside. 19. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Contractor, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 20. ATTORNEYS' FEES If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees; provided, however, that the attorneys' fees awarded pursuant to this Section 20 shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing party in the conduct of the litigation. Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. The court may set such fees in the same action or in a separate action brought for that purpose. 21. WAIVER No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 22. COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 23. FALSE CLAIMS Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that the False Claims Act, California Government Code Sections 12650, et seq., provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include within their scope false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. In the event City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys' fees. I have read and understood all of the provisions of this Section 23, above: G Al SAT (initial) (initial) 24. NO THIRD PARTY BENEFICIARIES With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 25. PROHIBITION AGAINST ASSIGNMENT The experience, knowledge, capability, and reputation of Contractor, its principals, and employees were a substantial inducement for City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the Work required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Contractor or any surety of Contractor of any liability hereunder without the express consent of City. 26. EXECUTION OF CONTRACT The persons executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF MENIFEE CONTRACTOR By: /U/X U fL -1� SUXVE�'ORsj iAlC. Roberqnson, City Manager APPRO D TO FORM By: Jet ey Aelching, Ci 6orney Printed Name Title: /' ATTEST By: &YA, ,U-an Manwa;iny, City Clerk Printed Name: Title: jCt /'R�=siD�tr r Contract Approval Date By. Gar 7 20/ aao I1,eA Contract is City Bus. License No. -7 J C)7 �� State Contractor's Lic. No and Class A§:�54 6 . C( TlEc Address: City, State and Zip Code In the event the Contractor is a Corporation, the signatures of two separate persons holding different offices must be provided. Contractors signatures shall be duly notarized, and appropriate attestations shall be included as may be required by the bylaws, articles of incorporation, or other rules or regulations applicable to contractor,s business entity. All-purpose Acknowledgment California only 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 iahi� On 12' b before me, '► ,�° V V v1 M''''`'/� officer),here insert name and title of the ocer), personally appeared I `' �" C' w� who prov d to me on the basis of satisfactory evidence to be the person/whose name Vu subscribed to the within instrument and acknowledged to me that / h tl�executed the same in V's�tf it authorized capacity(i ,and that by , l s/ er Vir signature( on the inArument the person,or the entity upon behalf ��� J of w ich the person acted,executed the instrument. ��� I0•�.. 1i� �pY PVo� �p s9S 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. • � M.,e20�� V�+ WITNESS my hand and official seal. ��,I�IO ���:::..�...•.•,��..�� �`` �••�FGO COVN��`• Signature Notary Seal Scanner Enabled Stares should scan this form Manual Submission Route to Deposit Operations DSGS350CA(Rev00-12/14) FO01-OOODSG5350CA-01 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMN-T ' Anotary public or other ofFacer co=Ietingt1iis certificate I State of California verifies only the identity of the individual who sued the i document to which this certificate is attached,and not the 3I County of San Diego truthfulness,accuracy,or validiry of that document l On� 9-`'l'`r—before me, Eileen M. Vanettes,Notary Public,personally appeared 337'ie a 4 A _ u,-7 i; ,who proved to me on the basis of satisfactor �vidence to be the persona)whose name{ lie subscribed to the within in- st ument and acknowledged to me tha>�sh y executed the same in d5 her/t]�ir authorized capacity(ie&); and that byCj0/hei4tii:i5iT signature-(,,�-) on the mstrument the pens on(s�7, cT the entity upon behalf of which the persons) acted, executed the instrument. s I certify under PENALTY OF PERJURY under the laws of the State of Califo=ia that tie foregoing paragraph is true and correct. EILEEN M. VANETTES WITNESS my hand and official seal. N COMM. #2025361 -Notary Public-California SAN DIEGO N My Commission Expires June 16,2017 (notary seal) Signa e of Notary Publi ADDITIONAL OPTIONAL RUORMATION INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage ezacth+ as DESCRIPTION OF THE ATTACHED DOCUR LENT appears above in zhe notary section or a separate acknm,ledgmera farm must be properly completed and anached to that docranent. The only exception is ij a document is to be'recorded outside of California In such instances. any alternain e (Title or description of ail ed document) acknowledgment verbiage as may be prbtted on such a document so long ay the verbiage does not require the notan+to do somerhing that is illegal far a notary in California (te. certifying the authori.ed capacity, of the signer). Please check the (Tithe or description di'attached document continued) document carefully for proper notarial tit+ording and attach this form if required. State and County information must be the Slate and County where the document Number of Pages. Document Date signer(s)personally appeared before the notary public for acknowledgment • Date of notarization must be the date that the signers)personally appeared which must also be the same date the.aclrnowledgment is completed" (Additional irdormation) • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title(notary public), • Print the name(s) of document signer(s) who personally appear ai the time of notarization. CAPACITY CLAE\l D BY THE SIGNER • Indicate the correct singular or plural foams by crossing off incorrect forms (i.e. #w/sheP4ieT is lam)or circling the correct forms.Failure to correctly indicate this ❑ Ind dual s � ) information may lead to rejection of document recording CO Orate OfScer q.,�► • The notary seal impression must be clear and photographically reproducible. i`Ct /LC�J lmpression must not cover text or]fines.If sea] impression smudges re-seal if a (Title) sufficient area permits,otherwise complete a differenf'aelmowledgmentform ❑ PaTtner(s) Signature of the notary public must match the signature on file with the otfce of the county clerk. ❑ Attorney-in-Fact Additional information is not required but could help to ensure this ❑ Trustee(s) aclaow]edgnent is not misused or attached to a dffierent document, ❑ er Indicate title or type of attached document,number of paves and date. Oth Indicate the capacity claimed by the signer.If the clammed capacity is a corporate officer,indicate the title(i e_CEO,CFO,Secretary). • Securely attach this document to the signed document EXHIBIT A SCOPE OF WORK 1. Perform Subsurface Survey per Scott Rd Detail. 2. Provide Report of finding per Subsurface Survey. 3. Contractor to supply all work, labor, materials, and traffic control and BMP's as needed. 4. Contractor is responsible for removal and disposal to a legal site of any export, trash, debris, and all other materials related to the work performed under this contract. 5. Unless otherwise agreed to in writing working hours shall be from 7:30 am to 4:30pm Monday through Friday. No weekend or holiday work is allowed unless permission is requested and granted in writing 1 week prior to performing the work. The City shall accept or deny such a request at its sole discretion. 6. Contractor shall obtain a no fee encroachment permit from the City of Menifee prior to beginning the work. The City shall wave the fee for said permit. 7. Due to the short duration of the project no progress payments shall be made. A single payment shall be made after completion of all work. Final billing shall include certified payroll and adequate documentation to the satisfaction of the City Engineer that all material suppliers have been paid and proof of electornic filing to the Department of Industrial Relations (DIR) online website. Payment shall be withheld until such items are received and verified. No bonding shall be required for this project. 8. Contractor shall provide the City 72 hour notice prior to beginning of construction and shall provide 24 hr notice prior to any inspections. EXHIBIT B CONTRACT PRICE The Contract Price as set forth in the attached Cost Proposal for performing all Work described in the Contract Documents, including labor, materials, services and equipment, as determined by City. AIRX Utility Surveyors, Inc. ` Fee Estimate Summary Date: Nov.30,2015 , j Pricing on this document is valid for 90 days from the date above. Project: Scott Rd Improvements-City of Menifee Attn: Carlos Geronimo Total Number of estimated potholes: 3 Protect Management& Report Preparation Project Management No.: 2 hours at $125 per hour= $250 On sight research/Report drafting No.: 2 hours at 75 per hour= $150 Railroad Safety Training No.: 0 hours at $50 per hour= $0 Project Management&Report Preparation Total: $400 Potholing* Potholes less than 5'deep No.: 2 at $650 per hole= $1,300 Potholes 5'to 9'deep No.: 1 at 800 per hole= $800 Potholes 9'to 11'deep No.: 0 at $1,100 per hole= $0 Potholes 11'to 14'deep No.: 0 at $1,300 per hole= $0 Potholes greater than 14'deep No.hrs-. 0 at 310 per hour= $0 Pothole estimate total: $2,100 Wet& Dry Utility Locating Locating-Electric, Magnetic, Sonic&Radar No. hrs: 0 at $225 per hour $0 CCTV No.hrs: 0 at $350 per hour $0 Locating estimate total: $0 Traffic Control Traffic control plans No.: 2 at 225 = $450 Standard Traffic control equipment No.: 1 days at 200 per day= $200 Arrow board No.: 1 days at $150 per day= $150 Flagman No. Flagmen: 0 $65 per hour for 0 hours= $0 Specalty Equip.Call for Quote 0 days at Per Quote per day= $0 Traffic control estimate total: $800 Survey Field Work 0 at $200 per hr $0 Office Calculation 0 at $140 per hr $0 USA markout, Pothole layout 4 at $95 per hr $380 Surveying estimate total: $380 Concrete and Asphalt Patching Concrete Patch and/or Cold Mix Asphalt No.: 0 at $75 each= $0 Asphalt Hot Patch No.: 0' Call for quote $0 Coring-14"Diameter No.: 0 at $100 each= $0 Patching estimate total: $0 Per Diem and Mobilization: Per diem for 1 crew #of days: 0 at $150 per night $0 Mobilization per Round Trip per trip: 1 at 175 each $175 Per Diem and Mobilization: $175 Estimate Total $3,855 Additional Fees 1) This estimate INCLUDES the provision for Prevailing Wage applicable to all field work. 2) ALL permit or traffic control review,deposits and fees are In addition to the Estimate Total 3) Any costs associated with additional or specialty insurance that may be required Is not Included In this estimate. 4) Work within Caltrans,Railroad,Environmentally Sensitive,Contaminated areas or Night Work may incur additional costs. 5) Pothole pricing Is based on utility depth and may be more or less accordingly. Total Contract Amount = $3,855.00 ACO® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY)12/8/2015 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 endorsements. CONT PRODUCER NAMEACT Kay Helmick San Marcos-Alliant Insurance Services, Inc. PHONE 760-304-7121 FAX 570 Rancheros Dr Ste 100 E-MAIL 760-304-7743 San Marcos CA 92069 .khelmick@alliant.com INSURERS AFFORDING COVERAGE NAIC# INSURERA:State Compensation Insurance Fund o 35076 INSURED AIRXUTI-01 INSURERB:Ironshore Specialty Insurance Co 25445 Airx Utility Surveyors, Inc. INSURERC:National Union Fire Insurance Co of 32298 2534 C East El Norte Parkway INSURER D:LibertySurplus Insurance Corp12078 Escondido CA 92027 INSURER E:Continental Casualty Company 20443 INSURER F:Ohio Casualty Insurance Company 24074 COVERAGES CERTIFICATE NUMBER: 1320167807 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDD/YYYY MMIDD/YYYY B X COMMERCIAL GENERAL LIABILITY Y Y AGS0081701 10/24/2015 10/24/2016 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X❑OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $50,000 MED EXP(Any one person) S5,000 PERSONAL&ADV INJURY $1.000.000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S2,000,000 POLICY ECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ F AUTOMOBILE LIABILITY Y Y BA056953017 10/24/2015 10/24/2016 Eaaccid D S1,000,000 JX ANY AUTO BODILY INJURY(Per person) S AUTOSNED AUTOSULEDBODILY INJURY(Per accident) S HIRED AUTOS X NON-OWNED PR PERTYDAMAGE $ AUTOS Per accident S C X UMBRELLA LIAB X OCCUR BE091238096 10/24/2015 10/24/2016 EACH OCCURRENCE $4,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $4,000,000 DED X RETENTION$0 S A WORKERS COMPENSATION Y 1849080-15 9/1/2015 9/1/2016 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT S1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Pollution Liability UBESF105302115 7/2/2015 7/2/2016 Each Incident/Aggreg $2,000,000 E Professional Liability MCH288359865 9/18/2015 9/18/2016 Each Claim$1,000,000 Agg$2,000,000 $10,000 Deductible DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Re: Scott Road Improvements Subsurface Survey Project City of Menifeeand its officers, employees, agents, and authorized volunteers are named as Additional Insureds on primary and non-contributory basis,waiver of subrogation applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Of Menifee ACCORDANCE WITH THE POLICY PROVISIONS. 29714 Haun Road Menifee CA 92586 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER:AGS0081701 COMMERCIAL GENERAL LIABILITY CG20100413 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) Locations Of Covered Operations Additional Insureds shown in a written contract, or written Any location. agreement that includes primary and non-contributory wording. The inclusion of one or more Insured under the terms of this endorsement does not increase our limits of liability. All other terms and conditions remain unchanged. 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 B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" pp y y caused, in whole or in part, by: 'property damage' occurring after: 1. Your acts or omissions; or 1. All work, including materials, parts or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed; or However: 2. That portion of "your work" out of which the injury or damage arises has been put to its 1. The insurance afforded to such additional intended use by any person or organization insured only applies to the extent permitted by other than another contractor or subcontractor law; and engaged in performing operations for a 2. If coverage provided to the additional insured is principal as a part of the same project. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 04 13 ©Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these 2. Available under the applicable Limits of additional insureds, the following is added to Insurance shown in the Declarations; Section III—Limits Of Insurance: whichever is less. If coverage provided to the additional insured is This endorsement shall not increase the required by a contract or agreement, the most we applicable Limits of Insurance shown in the will pay on behalf of the additional insured is the Declarations. amount of insurance: 1. Required by the contract or agreement; or Page 2 of 2 ©Insurance Services Office, Inc., 2012 CG 2010 0413 POLICY NUMBER:AGS0081701 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Additional Insureds shown in a written contract, or The insurance afforded by this policy for the benefit of written agreement that includes primary and the additional insured does not apply to non-contributory wording where required. 'property damage'to any building, structure or appurtenant structure intended to be occupied as a 'private residence'. The term "private residence" The inclusion of one or more Insured under the terms of includes single family homes or residences, this endorsement does not increase our limits of multi-family homes or residences.Apartments are not liability. considered "private residences". All other terms and conditions remain unchanged. 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 B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage"caused, in whole or in part, by required by a contract or agreement, the most we your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the "products-completed operations 1. Required by the contract or agreement; or hazard". 2. Available under the applicable Limits of However: Insurance shown in the Declarations; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the applicable by law; and Limits of Insurance shown in the Declarations. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 04 13 ©Insurance Services Office, Inc.,2012 Page 1 of 1 POLICY NUMBER: AGS0081701 COMMERCIAL GENERAL LIABILITY CG 25 03 03 97 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Projects: Where as Required by Written Contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. For all sums which the insured becomes legally 3. Any payments made under COVERAGE A for obligated to pay as damages caused by damages or under COVERAGE C for medical "occurrences" under COVERAGE A (SECTION expenses shall reduce the Designated 1), and for all medical expenses caused by Construction Project General Aggregate Limit accidents under COVERAGE C (SECTION 1), for that designated construction project. Such which can be attributed only to ongoing payments shall not reduce the General operations at a single designated construction Aggregate Limit shown in the Declarations project shown in the Schedule above: nor shall they reduce any other Designated 1. A separate Designated Construction Project Construction Project General Aggregate Limit General Aggregate Limit applies to each for any other designated construction project designated construction project, and that limit shown in the Schedule above. is equal to the amount of the General 4. The limits shown in the Declarations for Each Aggregate Limit shown in the Declarations. Occurrence, Fire Damage and Medical 2. The Designated Construction Project General Expense continue to apply. However, instead Aggregate Limit is the most we will pay for the of being subject to the General Aggregate sum of all damages under COVERAGE A, Limit shown in the Declarations, such limits will be subject to the applicable Designated "property damage" included in thee except damages because "bodily injury" Construction Project General Aggregate Limit. "products-completed operations hazard", and B. For all sums which the insured becomes legally for medical expenses under COVERAGE C obligated to pay as damages caused by regardless of the number of: "occurrences" under COVERAGE A (SECTION a. Insureds; 1), and for all medical expenses caused by accidents under COVERAGE C (SECTION 1), b. Claims made or"suits" brought: or which cannot be attributed only to ongoing c. Persons or organizations making claims or operations at a single designated construction bringing "suits". project shown in the Schedule above: 1. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit,whichever is applicable; and 2. Such payments shall not reduce any Designated Construction Project General Aggregate Limit. CG 25 03 03 97 Copyright, Insurance Services Office, Inc., 1996 Page 1 of 2 ❑ C. When coverage for liability arising out of the E. The provisions of Limits Of Insurance (SECTION "products-completed operations hazard" is III) not otherwise modified by this endorsement provided, any payments for damages because of shall continue to apply as stipulated. "bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit. D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. Page 2 of 2 Copyright, Insurance Services Office, Inc., 1996 CG 25 03 03 97 ❑ POLICY NUMBER: AGS0081701 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: W'hereas Required by Written Contract Information required to complete the Schedule, if not shown above,will be shown in the Declarations. The following is added to Paragraph 8.Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or"your work"done under a contract with that person or organization and included in the "products-completed operations hazard".This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 06 09 ©Insurance Services Office, Inc., 2008 Page 1 of 1 13 COMMERCIAL AUTO CA 88 10 D1 13 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. COVERAGEINDEX 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 If—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; ©2013 Liberty Mutual Insurance CA 88 10 D1 13 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 endorsement 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 related 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 (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II — LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, paragraphs (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 earnings 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.S. 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 ©2013 Liberty Mutual Insurance CA 88 10 01 13 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, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck"or"medium truck"is disabled: 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 have a 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 AA.a., Coverage Extension of SECTION III — PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of$50 per day and a maximum limit of$1,500 ©2013 Liberty Mutual Insurance CA 88 10 01 13 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" available 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 following: 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 coverage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III — PHYSICAL DAMAGE COVERAGE, S. EXCLUSIONS, exception paragraph a. to exclusions 4.c. and 4.d. is deleted and replaced with the following: ©2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 7 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"less 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 abnormal 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", L 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. ©2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services office,Inc.,with its permission_ Page 5 of 7 1s. 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 Ibs_ 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. ©2013 Liberty Mutual Insurance CA 88 10 01 13 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 of Recovery 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", our rights are 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 follows: 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 cancellation. ©2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 7 ENDORSEMENT AGREEMENT BROKER COPY STATECOMPENSATION WAIVER OF SUBROGATION BLANKET BASIS 1849080-15 FUND RENEWAL SP HOME OFFICE 7-85-26-98 SAN FRANCISCO EFFECTIVE SEPTEMBER 1, 2015 AT 12.01 A.M. PAGE 1 OF 1 ALLEFFECTIVE DATESARE AND EXPIRING SEPTEMBER 1, 2016 AT 12.01 A.M. AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME AIRX UTILITY SURVEYORS INC 2534 E EL NORTE PKWY STE C ESCONDIDO, CA 92027 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION BLANKET WAIVER OF FOR WHOM THE NAMED INSURED SUBROGATION HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAANFRFRANCISCO: SEPTEMBER 2, 2015 AUTHORIZED REPRESENT IVE PRESIDENT AND CEO 2572 SCIF FORM 10217 (REV.7-2014) OLD OF 217