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Contract - 19th St Pump Station Force Main Replacement - 2021-03-31AGREEMENT This Agreement (hereinafter referred toao"AGREEMENT"){mmade and entered into this 31stday of March, 2O21`byand between the COSTA MESA SANITARY DISTRICT, hereinafter referred toaa"C>|STR|CT."and GCI Construction, Inc, hereinafter referred toaa "CONTRACTOR." WITNESSETH That for and in consideration of the promises and agreements hereinafter made and exchanged, DISTRICT and CONTRACTOR mutually agree aofollows: SCOPE OFTHE WORK AND CONTRACT SUM Scope of the Work. CONTRACTOR shall perform all the work and uhoU provide and furnish all labor, materials, tools, expendable equipment, and utility and transportation services required toconstruct the CK8S0#326 1 9TnSTREET PUMP STATION SEWER FORCE MAIN REPLACEMENT, Alternate I (hereinafter referred to as "PROJECT"). This project has been registered with the Department of Industrial Relations using form PVVC-100 pursuant to Labor Code section 1773.3. 1. Labor and Materials. All of said work to be performed and materials to be furnished shall be in strict accordance with the plans and specifications entdled 19rn STREET PUMP STATION SEWER FORCE MAIN REPLACEMENT, and CONTRACTOR agrees todo everything required by this AGREEMENT' the piano and speoMloationa, and the CONTRACT DOCUMENTS. All labor, materials, tools, equipment, and services shall beperformed under the direction and administration of, and subject t)the approval of, DISTRICT orits authorized representatives. 2. Contract Sum. DISTRICT agrees bzpay, and CONTRACTOR agrees 1oaccept |nfull payment for the work above agreed toLedone, the sum ufTWO HDNDREDANDNINETY- NOTICE TO PROCEED AND TIMING 3. Notice to Proceed. No work, services, material, orequipment shall beperformed or furnished under this AGREEMENT unless and until m "Nntom to Proceed" has been given to CONTRACTOR by DISTRICT and all bonds and certificates of insurance required pursuant hereto have been furnished to and approved by DISTRICT. 4. Time of Completion. CONTRACTOR agrees tocommence the work tobe performed under this AGREEMENT on the start of the construction date specified in the "Notice To Proceed" and to diligently prosecute the work to completion by the completion date specified |nthe Notice toProceed, which the parties agree io . 5. Time of the Essence. Time hsofthe essence ofthis AGREEMENT. 6. Liguidated Damages/Additional Actual Damages. It is agreed by the parties hereto that, in case the total work called for hereunder in all parts and requirements is not finished or completed within the number of working days as set forth herein, damage will be sustained by CMSD A4 Agreement the DISTRICT and that it is and will be impractical and extremely difficult to ascertain and determine the actual damage which the DISTRICT will sustain |n the event of and '�reasonof de lay. It is therefore agreed the CONTRACTOR will pay bzthe DISTRICT the sum ofTWO HUNDRED AND FIFTY DOLLARS ($ 250-0O) per calendar day for each and every day ofdelay in finishing the vvodv in exmaaa of the number of days prescribed in Section 4, and the CONTRACTOR agrees to pay said liquidated damages herein provided for and further agrees that the DISTRICT may deduct the amount thereof from any monies due or that may become due the CONTRACTOR hereunder. Liquidated dornogae shall be m measurement ofthe sum 10 compensate the public for inconvenience from not having the work completed on time and the cost ofDISTRICT staff tomonitor the job beyond the completion date. DISTRICT shall further be entitled to recover its additional actual damages incurred which oho/| be eupp|ernorda| to the liquidated damages. Provided strict compliance with Section 21 below is effected, the CONTRACTOR will be granted an extension of time and will not be assessed with liquidated damages for any portion of the delay in completion of the work beyond the time named herein due to unforeseeable causes beyond the control and without the fault or negligence of the CONTRACTOR, |no|uding, but not restricted to, acts of God orofthe public enenny, fire, floodo, epidemics, quarantine restrictions, strike, and unsuitable weather, or delays of subcontractors due to such causes. JOB PROGRESS AND COOPERATION 7. Job Progress. CONTRACTOR agrees to maintain a realistic critical path analysis throughout the project. CONTRACTOR agrees to meet with DISTRICT's PROJECT MANAGER or designee on a weekly or other periodic basis, or as requested by DISTRICT to review job progress. "PROJECT MANAGER" for purposes of this AGREEMENT shall be the District Engineer or such designee as has been given the authority for this PROJECT in a written designation. CONTRACTOR agrees to provide DISTRICT with critical path analysis documentation whenever job progress is impacted so that the completion date may be affected or whenever delays or other impacts may give rise to CONTRACTOR's claim for additional days or additional damages. Delay and other claims of damages based on CONTRACTOR's planned early completion are prohibited. 8. Cooperation. CONTRACTOR agrees to cooperate with O|STR|CT'e PROJECT MANAGER or designee and to provide submittals and participate in meetings in a good faith effort to complete the PROJECT. If disagreements odae. CONTRACTOR agrees to document the disagreement in accordance with these AGREEMENT provisions and provide DISTRICT with aoMy notice of the aenne for later resolution but shall continue to cooperate and prosecute the work to completion in a diligent manner. Nothing herein shall excuse C(]NTRACTOR'o strict compliance with Section 21ifadditional time ormoney |osought. 8. . (e) No plea of ignorance of conditions that exist or that may hereafter exist, or of conditions or difficulties that may be encountered in the execution of the work under this AGREEMENT, as m noou|t of failure to make the necessary independent examinations and investigations and no plea of reliance on initial investigations or reports prepared by DISTRICT for purposes of letting this AGREEMENT out to bid will be accepted as an excuse for any failure or onl|mo|mn on the pert of the CONTRACTOR to fulfill in every detail all requirements of said AGREEyWENT, epeoificationa, and p|ana, nor will such reasons be accepted as e bma|a for any o|eima whatsoever for extra compensation or for an extension of time except as provided in Section 21 ofthis AGREEMENT. OM8O A-2 Agreement 0d Except as specifically provided in the CONTRACT DOCUK4ENTS, information provided for purposes of bidding do not represent "conditions indicated" as being in existence and are provided for the convenience of the CONTRACTOR in making its own investigation. LABOR, WAGE, AND HOURS LAWS 10. Public Work. Notice ieprovided pursuant tuLabor Code Section 1781that this |a m "public work" as defined in Chapter 1, Part 7, Ok/io|un 2 of the Labor Code, to which Section 1771opp|ies. CONTRACTOR shall pay prevailing wages, unless exempt. 11Contractor and all subcontractors are registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5 and paid its annual fee. 12. Prevailing Wage Rates. Pursuant hoLabor Code Section 1773.2,copies ofthe prevailing rate of per them wages can be found at http://www.dir.ca.gov/OPRL/PWD/index.htm and are on file at the DISTRICT, which shall be made available to any interested party upon request. CONTRACTOR shall post a copy of the determination of the director of the prevailing rate of per them wages at each job site. Said per them wages are deemed to include employer payments for health and welfare, pension, vacation and travel time, and subsistence pay, all in accordance with Section 1773.1 of the Labor Code. 13. Payroll Records/ Electronic Records. (a) The provisions of Section 1776 of the Labor Code regarding the preparation, maintenance, and filing of payroll records are applicable to this AGREEMENT. Each contractor and subcontractor shall keep accurate payroll records showing the name, address, social security nunnbur, work classification, straight time and overtime hours worked each day and vveek, and the actual per diern vvogeu paid to each journeynnen, apprentice, vvorker, or other employee employed byhim orher |nconnection with the public work. Certified payroll records shall beon forms provided by the Division of Labor Standards Enforcement or contain the same information. THE CONTRACTOR'S AND SUBCONTRACTOR'S PAYROLL RECORDS SHALL BE SUBMITTED TO DISTRICT ON A WEEKLY BASIS. THE CONTRACTOR SHALL BE RESPONSIBLE FOR SUBMITTAL OF SUBCONTRACTOR'S PAYROLL RECORDS. Additionally, CONTRACTOR orsubcontractor has 10 days in vvh{oh to comply subsequent to receipt of a written notice requesting the records enumerated in Section 1776, subdivision (a), of the Labor Code. In the event that CONTRACTOR or subcontractor fails to comply within the 10- day period, he or she shall, as a penalty to DISTRICT, forfeit One Hundred Dollars ($100.00) for each calendar day, or portion thoraof, for each worker, until strict compliance is effectuated. DISTRICT may deduct this penalty from any monies due or that may become due CONTRACTOR under this AGREEMENT. (b) Contractor shall submit electronic payment records to the Department of Industrial Relations. 14. Penalty. CONTRACTOR and any subcontractor under CONTRACTOR shall, ae a penalty to D|GTFl|CT, forfeit not more than Two Hundred [)ol)ana ($200.00) for each calendar day, or portion thereof, for each worker paid (either by CONTRACTOR or any subcontractor under CONTRACTOR) less than the prevailing rate set forth herein on the work provided for in this AGREEMENT. DISTRICT may deduct the penalty from any monies due or that may become due CONTRACTOR under this AGREEMENT. The difference between the prevailing wage rates and the amount paid to each worker for each calendar day, or portion thereof, for which each worker CIVISD A-3 Agreement was paid less than the prevailing wage rate shall also be paid to each worker by CONTRACTOR or subcontractor, in accordance with Section 1775 of the Labor Code of the State of California. 15. Apprentices. If applicable, the provisions of Labor Code Section 1777.5 requiring the use of apprentices in certain ratios to journeymen on the PROJECT are hereby imposed upon CONTRACTOR. 16. Legal Day's Work. In the performance of this AGREEMENT, not more than eight (8) hours shall constitute a day's work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as provided in Labor Code Section 1815. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Sections 1810 et sect.), of the Labor Code of the State of California, and it is agreed that the CONTRACTOR shall forfeit to the DISTRICT as a penalty the sum of Twenty -Five Dollars ($25.00) for each worker employed in the execution of this AGREEMENT by the CONTRACTOR or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one (1) week in violation of said article. DISTRICT may deduct this penalty from any sums owed pursuant to this AGREEMENT. PROGRESS PAYMENTS AND RETENTION 18. Progress Payments. Pursuant to Public Contract Code Section 7201, prior to the fifteenth (15th) day of the month next following the commencement of the work, there shall be paid to CONTRACTOR a sum equal to ninety-five percent (95%) of the value of the work completed since the commencement of the work as determined by DISTRICT and thereafter prior to the fifteenth (15th) day of each successive month as the work progresses. CONTRACTOR shall be paid such sum as will bring the payments up each month to ninety-five percent (95%) of the value of the work completed since the commencement of the work as determined by DISTRICT, less all previous payments and authorized deductions, provided that CONTRACTOR submits his request for payment prior to the last Wednesday of each preceding month. Pursuant to Public Contract Code 7107, DISTRICT shall make the final payment, if unencumbered, or any part thereof unencumbered, within sixty (60) days after the date of completion. Notwithstanding the foregoing, CONTRACTOR shall provide DISTRICT with all documentation required by this AGREEMENT, including the Final Closeout Agreement and Release of All Claims, as well as any other documents required by the CONTRACT DOCUMENTS such as as-builts, red -line plans, manufacturers and specific guarantees, and owner's manuals prior to receiving final payment. Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the Project Manager, stating that the work for which payment is demanded has been performed in accordance with the terms of the AGREEMENT, and that the amount stated in the certificate is due under the terms of the AGREEMENT. Partial payments on the AGREEMENT price shall not be considered as an acceptance of any part of the work. Nothing herein shall limit DISTRiCT's right to withhold one hundred fifty percent (150%) of disputed amounts in the event of a good faith dispute. 19. Prompt Payments. DISTRICT agrees to promptly make progress payments on undisputed and properly submitted payment requests within thirty (30) days and to comply with the provisions of Public Contract Code Section 20104.50. 20. Retention Securities. Pursuant to California Public Contract Code Section 22300, CONTRACTOR will be entitled to post approved securities with the DISTRICT or an approved financial institution in order to have the DISTRICT release funds retained by the DISTRICT to insure performance of the AGREEMENT. CMSD A-4 Agreement CHANGE ORDERS /EXTRA TNkE/EXTRA WORK 21. Request for Extra Time or Additional Compensation. The following provisions must be strictly complied with to obtain additional time to complete the job or to obtain additional () Request for Change Order — Additional Time. The CONTRACTOR shall promptly notify the DISTRICT of any delay and shall, within ten (10) days from the beginning of any such delay, notify the DISTRICT in writing of the cause of the delay, and the DISTRICT shall extend the time for completing the work if in its judgment the cause so merits. The DISTRICT's determination on this matter shall be final and conclusive on the parties hereto. CONTRACTOR shall be required to submit a Request for Change Order, as set forth in this AGREEMENT, to the DISTRICT'S PROJECT MANAGER within ten (10) days of the beginning of such a delay. No adjustment shall be allowed for such delay unless there is strict compliance with this contractual provision. CONTRACTOR's remedy shall be limited to the extra days granted and to any damages that it may be entitled to using the formula agreed to by the parties for all damages as provided in Section 22. Request for Change Order — Additional Compensation Sough . (b) (i) Should CONTRACTOR claim that the DISTRICT is demanding extra work from itorconsider any work demanded of it to be outside the requirements of this AGREEMENT or if it considers any inotruoUon, ruling, or decision of the PROJECT MANAGER to be unfair, he shall within ten (1O) days after any such demand is rnode. or instruction, ruUng, or decision is given, fi|a o written protest with the PROJECT MANAGER stating clearly and in detail his objections and the reasons therefor. Except for such protests and objections as are made of record, in the manner and within the time above stated, the CONTRACTOR shall be deemed to have waived, and does hereby waive, all o|oinna for extra work, dannagea, and extensions of time on account of dernonda, inatructione, rulings, and decisions ofthe District Engineer. (|i) Should CONTRACTOR claim that additional compensation is due it because of an unforeseen condition, CONTRACTOR shall bring that to O|STR>Ol-'a attention promptly and within ten (10)doyo and aho|| submit awritten request for change order within ten (1D) days to DISTRICT. (c) Request for Change Order — DISTRICT Form to Be Used. DISTRICT's Request for Change Order form, which is attached hereto as part of this AGREEMENT, shall be the form that must be submitted in a timely fashion for a request for either additional time or additional compensation. By initialing, the CONTRACTOR specifically agrees to use said form for those purposes and understands that, if he does not submit that form in a timely manner, he waives the right to request additional time or compensation. No oral modifications or other forms of communication shall be accepted as compliance with this provision. The written request for change order requirement cannot bowaived. Contractor's Initials (d) Should DISTRICT agree that echange order iowarranted for either additional time or compensation, a written change order shall be executed. If DISTRICT does not agree to the change order. and CONTRACTOR has provided Unne|y notices and submitted its vvrK1on request for change order in a timely manner and on the proper form, CONTRACTOR will have preserved the issue for later resolution in compliance with other CMSO A-5 Agreement procedures set forth inthis AGREEMENT oreathe law may otherwise allow /e\ Change Order Authority. The following authority hagiven to approve Change Onomne: (U Change Orders for Extra Time. The General Manager shall have the authority hogrant extra days without limit. (ii) Change Orders for Extra Compensation. The General Manager shall have the authority to make change orders up to an aggregate amount of Ten Percent (10%) of the original contract amount or Fifteen Thousand Dollars ($15,000), whichever is greater. 22. Damages / Extra Work Compensation. The parties have agreed to modify the formula for damages set forth in the Standard Specifications for Public Works Construction. The parties agree that the following damage formula shall be used to measure all of CONTRACTOR's damages or extra work required by this PROJECT. CONTRACTOR shall be limited to the Direct costs Mark-up Labor 20% Materials 15% Equipment Rental 1596 Other |hmrns 1596 Subcontracted work 1096 (first $5.000\ Subcontracted work 5% (work in excess offirst $5.00O\ Specialty Subcontracting (required byextra work) 5% (Provided at least three (3) competitive bids are obtained and CONTRACTOR selected the lowest bidder) Excluded from recovery shall be so-called "Eichleay damages," including, but not limited to, home office overhead, insurance and bonding costs, lost bonding capacity, lost profits. and lost interest. CONTRACTOR acknowledges that his recovery for damages or extra work is limited as provided in this Section. Contractor's Initials 0 SUBCONTRACTING 23. Subcontracting. bdCONTRACTOR acknowledges that heorshe iaaware ofthe provisions of the "Subletting and Subcontracting Fair Practices Act" (Public Contract Code Sections 4100 et seg.) and agrees to monnp|v with all applicable provisions thereof. If any part of the work to be done under this AGREEMENT is subcontracted, the subcontract shall be in writing and shall provide that all work to be performed thereunder shall be performed in accordance with this AGREEMENT. Upon request, certified copies of any or all subcontracts shall be furnished to DISTRICT. The subcontracting of any or all of the work to be done will in no way n*Uevo CONTRACTOR of any port of his responsibility under the AGREEMENT. Pursuant to Public Contract Code Section 4110, CONTRACTOR's violation of any of the provisions of the Subletting and Subcontracting Fair Practices Act violates this AGREEMENT, and DISTRICT may cancel this AGREEMENT or assess CONTRACTOR m penalty of not more than 10 peroerd(1O96) of the CK4SO A-0 Agreement subcontract involved. DISTRICT may deduct this penalty from any nlonkaa due or that may become due toCONTRACTOR for work performed under this AGREEMENT. (a) While the provisions ofPublic Contract Code §41O7contemplate CONTRACTOR requesting a substitution of subcontractor, District mhoU also be entitled to utilize those procedures when a subcontractor is not performing in accordance with the Contract. In those instances, District may give the same notice as provided in §4107 and provide substantially the same due process. (b) All persons engaged in the work, including subcontractors, will be considered as erno|oyoas of CONTRACTOR. CONTRACTOR will be held responsible for their work. DISTRICT will deal directly with and make all payments toCONTRACTOR. STOP NOTICES 24. Additional Costs. Pursuant to Civil Code Section 9358. upon receipt of stop noboe. DISTRICT oheU withhold from payment to CONTRACTOR sufficient funds due, or to become due, to pay the claim stated in the atop notice and provide for O|STFl|CT'a na000mab|e costs oflitigation. One hundred twenty-five percent (125%) of the amount of the claim stated in the stop notice shall beereasonable amount towithhold. |naddition tothe remedies authorized by |aw. CONTRACTOR shall reimburse DISTRICT for administrative expenses incurred in processing NoUo*u to Withhold, Stop Notices, or similar legal documents arising out of failure of CONTRACTOR to pay for labor or materials. Said obligation shall be provided for in C[)NTRACT(}R'mpayment bond. DISTRICT shall have the right todeduct any such expenses from amounts due or to become due to CONTRACTOR under this AGREEMENT. COMPLETION 25 CONTRACTOR agrees toexecute oFinal Close Out Agreement and Release of All Claims on 0GTR|CT'a form (attached). The execution by CONTRACTOR of the Final [}|oae Out Agreement and Release of All (J|a1rno ohoU constitute o waiver of all claims against DISTRICT under or arising out of this AGREEMENT unless otherwise stated |nsaid document. 26L and hereby does, guarantee all work for a period ofone (1) year after the date of acceptance of the work by the DISTRICT and shall repair and replace any and all such work, together with any other work which may be displaced in so doing, that may prove defective inworkmanship and/or materials within the one (1)year period from date of acceptance, without expense whatsoever to the DISTRICT, ordinary wear and tear and usual abuse orneglect excepted. |nthe event offailure tocomply with the aforementioned conditions within five (5) days after being notified in writing, the DISTRICT is hereby authorized to proceed to have the defects repaired and made good at the expense of the CONTRACTOR, who shall pay the cost and charges therefor immediately ondemand. This guarantee shall bein addition to any manufacturer or specific guarantees that may be required. CONTRACTOR shall provide those manufacturer and mpouifio guarantees before CONTRACTOR may c}oirn entitlement tofinal payment. INDEMNIFICATION 27. CONTRACTOR shall indemnify, defend with legal counsel approve byDISTRICT, and hold harmless DISTRICT, and its officers, officials, employees, and volunteers, CM8D A-7 Agreement from and against all liability, loss, damage, expense, and cost (including without limitation reasonable legal counsel feea, expert fees, and all other costs and fees oflitigation) of every nature uhainQ out of or in connection with CC>NTRACTC)R'e neg|igance, nack|eoaneao or willful misconduct in the performance of work hereunder, or its hsi|una to comply with any of its obligations contained in this AGREEMENT, except such loss or damage which is caused by the sole or ooUvo negligence or willful misconduct of the DISTRICT. Should conflict of interest principles preclude asingle legal counsel from representing both DISTRICT and CONTRACTOR, or should DISTRICT otherwise find C(]NTRACTOR'a legal counsel unacceptable, then CONTRACTOR aho\| reimburse the DISTRICT its costs of defense, including without limitation naamonob|o (ggo| counsel fees, expert fees, and all other costs and fees of litigation. The CONTRACTOR eho|| promptly pay any final judgment rendered against the DISTRICT and its offioera, ofDo|e|a, emp|oyeoa, and volunteers with respect to claims determined by e trier of fact to have been the result of the C[>NTF#\CTOF1'a neg|igent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the |avv of the State of California and will survive termination of this AGREEMENT. CONTRACTOR'eobligations underth|sSecUonoppk/regard|eneofvvhetherornotouoh claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. Hovvever, without affecting the rights of DISTRICT under any provision of this AGREEMENT. CONTRACTOR shall not be required to indemnify and hold harmless DISTRICT for liability attributable to the active negligence of DISTRICT, provided such active negligence is determined by agreement between the parties or by the findings of court of competent jurisdiction. In instances where DISTRICT is shown to have been actively negligent and where (]|STR|{}T'a active negligence accounts for only a percentage of the liability |nvo|vad, the obligation of CONTRACTOR will be for that entire portion or percentage of liability not attributable to the active negligence ofDISTRICT. Notwithstanding any limits provided for indemnification, CONTRACTOR's duty to defend is broader. CONTRACTOR agrees toprovide DISTRICT with odefense, with counsel reasonably acceptable to DISTRICT, or pay O|STR/CT'o costs of defense upon service of any complaint, petition or other pleading that requires DISTRICT to defend itself in any proceeding arising out of the work described inthis AGREEMENT. Said obligation ahe|| not extend to disputes between CONTRACTOR and DISTRICT. INSURANCE 28. Insurance. Without limiting C{}NTRACTOR'o indemnification of DISTRICT, and prior to commencement of work, CONTRACTOR shall obtoin, provide, and maintain at its own expense during the term of this AGREEMENT policies of insurance of the types and amounts described below and in aform satisfactory to DISTRICT. General liability insurance. CONTRACTOR shall maintain commercial general liability insurance with coverage at least as brood as Insurance Services C)fOne Form C@ OO 01. in on amount not less than $1.0OO.O0O.00per occurrence, $2.00O.000.UOgeneral aggregate, for bodily injury, personal in]ury, and property damage, including, without ||rnibation, blanket contractual liability, and a $2,UOO.00O.00completed operations aggregate. Automobile liability insurance. CONTRACTOR shall maintain automobile insurance at least as broad as Insurance Services [>fDoe Form CAOOO1 covering bodily injury and property CM8D A-8 Agreement damage for all activities of the CONTRACTOR arising out of or in connection with work to be performed under this AGREEMENT, including coverage for any owned, hired. non -owned, or rented vehicles, in an amount not less than $1,000,000.00 combined single limit for each accident. Umbrella mrexcess liability insurance. CONTRACTOR shall obtain and maintain an umbrella or excess liability insurance policy with Urnba of not less than $4.000.000.00 that will provide bodily injury, penaona|i 'ury.endpnopertydornageUabi|ityuovenagecd}eaetaobroedoa the primary coverages sot forth obove, including oornnneroin| general ||obi|My and employer's liability. Such policy orpolicies shall include the following terms and conditions: ' Adrop down feature requiring the policy torespond inthe event that any primary insurance that would otherwise have applied proves to be uncoUectab|e in whole or in part for any reason; ' Pay onbehalf ofwording aoopposed toreimbursement; ' Conoumennyofeffective dates with primary policies; and ' Policies shall "follow form" tothe underlying primary policies. ' Insureds under primary policies oho|| also be insureds under the umbrella or excess Workers' compensation insurance. CONTRACTOR shall maintain Workers' Compensation |naunsnma (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000.00) for CONTRACTOR's employees in accordance with the lawsofthe8tatoo[ California, Section 3700 of the Labor Code. In addition, CONTRACTOR shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employers Liability Insurance inaccordance with the laws ofthe State ofCalifornia, Section 37OOofthe Labor Code, for all ofthe subcontractor's employees. CONTRACTOR ahoU submit to D|STR|CT, along with the certificate of insurance, o Waiver of Subrogation endorsement |nfavor ofDISTRICT and its officers, agenta, employees, and volunteers. Pollution liability insurance. Environmental Impairment Liability Insurance shall be written on a Contractor's Pollution Liability form or other form acceptable to DISTRICT providing coverage for liability arising out of sudden, accidental, and gradual pollution and remediation. The policy limit shall be no less than $1'000.000.00 per claim and in the aggregate. All ooUvhieo contemplated in this AGREEMENT shall be specifically scheduled on the policy as "covered operations." The policy shall provide coverage for the hauling of waste from the PROJECT site to the final disposal |ocetion, including non -owned disposal sites. Products/completed operations coverage shall extend o minimum ofthree years after PROJECT completion. Coverage shall beincluded onbehalf ofthe insured for covered claims arising out ofthe actions ofindependent contractors. |fthe insured |ausing subcontractors, the policy must include work performed "by or on behalf` of the insured. Policy aheU contain no language that would invalidate or remove the insurer's duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for aduty todefend on the part ofthe insurer. The DISTRICT, and its officials, officers, agents, and employees, shall be included eminsureds under the policy. Proof mfinsurance. CONTRACTOR shall provide certificates ofinsurance toDISTRICT as evidence of the insurance coverage required here|n, along with e waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be OIVISO A-9 Agreement approved by O|STR|CT's risk manager prior to commencement of padbnnenne. Current certification of insurance ahoU be kept on file with DISTRICT at all times during the term of this AGREEMENT. DISTRICT reaanx*o the right to require oornp|ete, certified copies of all required insurance policies a1any time. Duration mfcoverage. CONTRACTOR shall procure and maintain for the duration Vfthe AGREEMENT insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by CONTRACTOR or his aQento, napreean1at|vea, employees, or subcontractors. CONTRACTOR must maintain general liability and umbrella or excess liability insurance for as long as there is o statutory exposure to completed operations claims. DISTRICT and its officers, officials, employees, and agents shall continue aeadditional insureds under such policies. C>lSTR|CT'srights ofenforcement. |nthe event any policy ofinsurance required under this AGREEMENT does not comply with these requirements or is canceled and not replaced, DISTRICT has the right but not the duty to obtain the insurance it deems neoeayary, and any premium paid by DISTRICT will be promptly reimbursed by CONTRACTOR or DISTRICT will withhold amounts sufficient to pay premium from CONTRACTOR payments. In the alternative, DISTRICT may cancel this AGREEMENT. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class V|| (or larger) in accordance with the latest edition of Best'a Key Rating Guide, unless otherwise approved bvthe [>|STFl|CT'oCounsel. Waiver ofsubrogation. All insurance coverage maintained orprocured pursuant tothis AGREEMENT shall be endorsed to waive subrogation against DISTRICT and its elected or appointed ofUoors, agenta, ofUc\o|o, employees, and volunteers or shall specifically a||ovv CONTRACTOR or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to e loss. CONTRACTOR hereby waives its own right of recovery against DISTRICT and aho|| require oinni|er written express vva|vara and insurance clauses from each ofits aubconau|tante. Enforcement of AGREEMENT provisions (non estoppel). CONTRACTOR acknowledges and agrees that any actual or alleged failure on the part of the DISTRICT to inform CONTRACTOR of non-compliance with any requirement imposes no additional obligations on the DISTRICT, nor does itwaive any rights hereunder. Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as o limitation on coverage, limits orother requirements, or a waiver ofany coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to e given issue and is not intended by any party or insured to be all |noiuoive, or to the exclusion of other covensge, or e waiver ofany type. Notice of cancellation. CONTRACTOR agrees tooblige its insurance agent orbroker and insurers to provide DISTRICT with a thirty /30\ day notice of cancellation (except for nonpayment for which a ten /10\ day notice is required) or nonrenavva} of coverage for each required coverage. CM8D /-10 Agreement Additional insured status. General liability policies shall provide orbeendorsed to provide that DISTRICT and its ofDoere, officia|s, enlpJoyeao, and agents aheU be additional insureds under such policies. This provision shall also apply toany excess liability policies. |]ISTR|C7['sright torevise requirements. The DISTRICT reserves the right, adany time during the term ofthe AGREEMENT, tochange the amounts and types ofinsurance required by giving the CONTRACTOR e ninety (QU)-dayodvance written notice of such change. If such change results in substantial additional noai to the CONTRACTOR. the DISTRICT and CONTRACTOR may renegotiate CC)NTFACTOF7'acompensation. Self^|nmuredm»tent|mnm. Any self -insured retentions must bedeclared toand approved by DISTRICT. DISTRICT reserves the right to require that self -insured retentions be eliminated, lowered orreplaced byodeductible. Self-insurance will not beconsidered tocomply with these specifications unless approved byDISTRICT. lF|rnm|y notice of claims. CONTRACTOR shall give DISTRICT prompt and timely notice of claims made or suits instituted that arise out of or result from CONTRACT{}R'a performance under this AGREEMENT, and that involve or may involve coverage under any of the required liability policies. Additional insurance. CONTRACTOR ahe|| also procure and rnainta1n, atits own cost and expanae, any additional kinds of insurance which in his/her/its own judgment may be necessary for its proper protection and prosecution ofthe work. 29^ Workers' Compensation. A. CONTRACTOR aheU carry Workers' Compensation |nuunanoe, and require all subcontractors to carry Workers' Compensation Insurance, asrequired bythe Labor Code of the State of California. CONTRACTOR, byexecuting this AGREEMENT, hereby certifies: "| am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that code, and { will comply with such provisions before commencing the performance ofthe work ofthis AGREEMENT." B. CONTRACTOR acknowledges that it is unlawful and a crime to intentionally make false statements about employees that rn|sc|ooaUvtheir job duties to obtain lesser premium coots orfor other improper purposes. CONTRACTOR agrees that |f|tmakes false statements about its employees for the purpose of obtaining lower workers' compensation pnarniunne or for other unlawful purposes, it shall be considered a material breach of this AGREEMENT. 30- Bonds. Within the time period set forth in the CONTRACT DOCUMENTS and prior to commencing the work on the PROJECT, the CONTRACTOR shall file with the DISTRICT a good and sufficient labor and material payment bond (Payment Bond) and a performance bond (Performance Bond) in the amount of one hundred percent (100%) of the Contract Sum covering performance of the work other than the professional design services portion of the work. The Performance Bond and Payment Bond shall be in the form required by the CONTRACT DOCUMENTS. The amounts ofthe Payment Bond and Performance Bond mhmU be increased as, vvhen, and in the amount of any Change (]ndena that are executed increasing the Contract Sum. the CONTRACTOR ehm||, upon request by the D|STR|CT, provide evidence of such inonaoaeo. Should the Payment Bond or Performance Bond or any Surety on such bond become C|M8D A,11 Agreement or be determined by the DISTRICT tobeinsufficient, itshall be replaced within ten (10days by e bond that fully complies with the requirements of this Seotion. No further payments to the CONTRACTOR for the work performed shall be made or due until the CONTRACTOR has fully complied with the requirements of this Section. Duration. The Payment Bond shall remain |neffect until acceptance ofthe work bvthe DISTRICT and payment of all atop notices and claims by the CONTRACTOR or the auboontnaotona, of any tier, have been satisfied. The Performance Bond ehoU remain in effect and assure faithful performance of all the CONTRACT[)R'n obligations under the CONTRACT O(]CUyWENT8. including, without |irnitabon, all obligations that survive final completion or termination, such as, but not limited to, CONTF0ACTDR'ovvmrranty. commissioning, and indemnity obligations. Surety. At the time the AGREEMENT is signed, and at all times thereafter until final payment has been made by the DISTRICT, the Surety onthe Payment Bond shall beanAdmitted Surety, and the Surety on the Performance Bond shall be a licensed Surety in good standing with the California Department ofInsurance and have anA.M.Beat'oInsurance Rating ofnot less than Premiums. The premiums for all bonds are included inthe Contract Sum and shall be paid bvthe CONTRACTOR. Obligee. The Payment Bond and Performance Bond shall each name the DISTRICT aa obligee. All bonds purchased by the subcontractors shall name the CONTRACTOR and the DISTRICT aedual obligees. No exoneration. Changes, Change Orders, Unilateral Change Orders, Field Orders, modifications, and adjustments to the Contract Sum or completion date shall in no way release or exonerate the CONTRACTOR or its Surety from their obligations, and notice thereof shall be waived by the Surety. The foregoing provision oho|| be included in the terms of the Payment Bond, Performance Bond, and any bonds obtained bythe subcontractors. Communications. The DISTRICT shall have the right to communicate with the CCJNTRACT[)R'e Sureties with respect to matters that are related to the C{]NTF0ACT(]R`o performance ofits obligations under the CONTRACT DOCUMENTS. CONTRACTOR shall be provided with acopy ofall such written communications. Such communications shall not create, or be interpreted as creaUng, any contractual na|et|onoh|p between the DISTRICT and the Surety. No limitation. The requirements ofthis Section pertaining tothe Performance Bond and the Payment Bond shall be without limitation to any other obligations the CONTRACTOR may have under applicable law 10 provide bonding for the benefit of and to assure payment to the subcontractors or subconsultants performing the work for the PROJECT. TERMINATION 31- A. If CONTRACTOR should fail to comply with any of the provisions hereof, |nthe event CONTRACTOR should become the subject ofoproceeding under state orfederal law for relief ofdebtors, orif CONTRACTOR makes onassignment forthebeneO1oforeditom,[)|STR)CT shall have the right to hold CONTRACTOR in default and cancel this AGREEMENT in whole or CMSD A-2 Agreement B. Should CONTRACTOR, at any time during the progress of the work, refuse or neglect to supply sufficient material or labor, or fail in compliance with any provision of this AGREEMENT. DISTRICT eheU have the right, without prejudice to any other right orremedy it may have, to provide such mmebadg|e and labor, ormake good such deficiencies as DISTRICT may deem expedient after three (3) day notice in writing, delivered or mailed to CONTRACTOR at his |ou1 eddnaoo on file with DISTRICT, and C[)NTF<ACTC}F< shall be liable for the cost and expense thereof which may be deducted by DISTRICT from any money due or that may become due CONTRACTOR. C. Without limiting any rights which DISTRICT may have by reason of any default by CONTRACTOR hereunder, DISTRICT reserves the right to terminate this AGREEMENT in whole orinpart edits convenience. |nsuch event DISTRICT shall compensate CONTRACTOR, sub|eot to deduction for previous payments and authorized deductions, by: U\ reimbursing CONTRACTOR for all actual expenditures and costs incurred in pedbnn�.g under this AGREEMENT, (ii) reimbursing CONTRACTOR for all expenditures made and costs incurred with [}|STR)CT`a prior written approval in settling or discharging outstanding oornrn|trnenta entered into by CONTRACTOR in performing under this AGREEMENT, and (iii) paying CONTRACTOR as a profit, insofar as a profit is realized hereunder, an amount equal to the profit on the entire AGREEMENT estimated at the time of termination, multiplied by the percentage of completion of the work. In no even1, hovvever, will the compensation to CONTRACTOR exceed the total AGREEMENT price |eoe payments previously made and less the AGREEMENT price of work not terminated. Upon receipt of any notice of termination, CC)NTRA[}TC)Fl oha||, unless the notice otherwise directs, (|) immediately discontinue the work and the placing of all orders and subcontracts in connection with this AGREEMENT, (||) immediately oenoe| all existing orders and subcontracts made hereunder, and (i||) immediately transfer to DISTRICT all rnater|e|a, oupp|iaa, vvork,in-pnmoeay, appliances, haoi||t|aa, equiprnent, rnach|nery, and tools acquired by CONTRACTOR |nconnection with the performance ofthis AGREEMENT. CLAIM RESOLUTION 32. Resolution of Claims. For all claims that are Three Hundred Seventy -Five Thousand Dollars ($375.0]O.00)orless, the provisions ofPublic ContnactSec tions et seg. (Article 1.5 - Resolution of Construction Claims) shall be followed. 33provide notice to CONTRACTOR upon receipt of any third -party claim related to the AGREEMENT. CONTRACT DOCUMENTS AND INTERPRETATION 34. (a) Other Documents Included. It is further agreed by the parties hereto that the following documents are incorporated herein by reference and are to be read and construed together as the full, complete, and integrated terrns of this AGREEMENT and, collectively with this AGREEMENT, may be referred to as the CONTRACT DOCUMENTS: A. Notice Inviting Bids B. Instructions toBidders C. General Provisions D. Proposal E. Construction Plans CM8D A,13 Agreement F. District Public Works Standard Plans G. District Request for Change Order/Change Order M. Notice toProceed |. Labor and Materials Bond J. Performance Bond K. Final Closeout Agreement (b) Interpretation of Incorl2orated Documents. In the event of any conflict, inconsistency or incongruity between the provisions of this AGREEMENT and the provisions of any document listed in Subsection (a) above' the provisions of this AGREEMENT shall prevail unless a contrary intent is shown. This AGREEMENT shall be interpreted as though it had been drafted by the DISTRICT and the CONTRACTOR equally. This AGREEMENT shall beinterpreted according tothe |ovvs of the State of California. 35. This AGREEMENT integrates all understandings cfthe parties. Any amendment tuthis AGREEMENT must bemade |nwriting and signed bvthe parties with legal authority toexecute the same. CONTRACTOR |eaware that DISTRICT is a special district and that, pursuant to Health and Safety Code Section 6487, contract amendments may only be entered into by compliance with those formalities. Notwithstanding the above, requests for additional time or compensation may be nnoda by fo||ovv|nQ the procedures provided for )nthis AGREEMENT. 36. Effect of Invalidity. The invalidity inwhole orinpart ofany provisions hereof shall not affect the validity of any other provision. MISCELLANEOUS 37. aheU not discriminate nor allow its ernp|oyeea, agontm, phncipoks, or subcontractors to discriminate against any employee or applicant for employment on the basis of race, religious nreed, national oMg|n, or sex. CONTRACTOR shall take affirmative steps to hire qualified minority individuals when job opportunities occur and utilize local business firms when possible and when consistent with California Constitution Article 1, Section 31 (a) [Proposition 208]. 38 comply with all provisions of Executive Order 11246, entitled "Equal Employment Opportunity" and amended bv Executive Order , and aasupplemented inDepartment ofLabor Regulations (41CFRpart OO). 39. CONTRACTOR agrees to provide drug -free workplace in accordance with 24 CFR part 24. sub -part F. Under24 CFR part 24. sub -part F.the CONTRACTOR will provide certification inwriting that it will provide edrug-free workplace by: (e) Publicizing e statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace, and specifying the action it will bake against ennpkzvaem for violation of such prohibition; Ud Establishing enongoing drug -free awareness program toinform employees about: 1 . Degrees of drug abuse in the workplace; CM8O A44 Agreement 2. The policy ofmaintaining a workplace; 3. Any available drug counoa|ing, rehabilitation, and employee assistance programs; and 4. The penalties which may be imposed on employees for drug abuse violations occurring in the workplace. (c) Making itorequirement that every employee to be engaged in the performance of the AGREEMENT begiven ocopy of the statement required bySubsection (a)| (d) Notifying employees in the statement required by Subsection (e)that oeecondition ofemployment under the AGREEMENT the employee will: 1. Abide bvthe term ofthe statement; and 2. Notify the employer in writing of any conviction fora violation of chrnine/ drug statute occurring in the workplace no later than five (5) calendar days after such conviction. (e) Notifying DISTRICT inwriting within ten M0calendar days after receiving notice under Subsection (d)(2) from an employee or otherwise receiving actual notice of such conviction. Ernpkmgr of said convicted employee nnuo1 provide noUoe, including conviction title, to the DISTRICT; 0 Taking one of the following actions. within Uhirty(30) calendar days of receiving notice under Subsection (d)(2).with respect to any employee who iaaoconvicted: 1. Taking appropriate action against such an annp|oyea, up to and including tanninot|on, consistent with the requirements of the Rehabilitation Act of 1873, as amended; or 2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, ata\e, or local health. \ovv enforcenlant, orother appropriate agency. (g) Making o good faith effort to continue to maintain o drug -free vvmrkp|000 through 40. Permits. The CONTRACTOR aheU obtain from the DISTRICT, County' City, Sta1a, orother responsible public oAamciea all licenses and pannito` and pay all fees related thereto, necessary 1ocomplete the job. 41. Assignment. No assignmentbvthe CONTRACTOR ofthis AGREEMENT orany port hereof, or of funds to be received hereunder, will be recognized by the DISTRICT unless such assignment has had prior written approval and consent of the DISTRICT and the Surety. 42. Safety and Site Condition. CONTRACTOR shall perform all operations with due regard for safety and in strict compliance with all applicable |ovva relating thereto. It shall be C[>NTRACTCJR'o responsibility to keep the site /n a o|ean, neet, and orderly condition. It shall also be CONTRACTOR's duty to dust -palliate all working areas and access routes, if applicable. All operations shall be conducted by CONTRACTOR so that no fire hazards are created. 43. Utility Location. DISTRICT acknowledges its responsibilities with respect to locating facilities pursuant to California Government Code Section 4215. 44. Trenching. If this AGREEMENT involves digging trenches orother excavations CIVISD A4S Agreement that extend deeper than four (4) feet below the surface, CONTRACTOR shall promptly, and before the following conditions are disturbed, notify the DISTRICT in writing, of any: (a) Material that the CONTRACTOR believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a (]|aaa |' Class || or Class ||| disposal site in accordance with provisions of existing |evv. (b) Subsurface orlatent physical conditions otthe site differing from those indicated. (c) Unknown physical conditions otthe site ofany unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the AGREEMENT. The DISTRICT shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in the C{]NTRACTOF<'ocost of, orthe time required for, performance ofany part ofthe work shall issue a change order in accordance with the procedures described in this AGREEMENT. In the event that a dispute arises between the DISTRICT and the CONTRACTOR as to whether the conditions materially differ, or involve hazardous vvaste, or cause a decrease or increase in the CONTRACTOR's cost of, or time required for, performance of any part of the work, the CONTRACTOR shall not be excused from any scheduled completion date provided for by the AGREEMENT but shall proceed with all work to be performed under the AGREEMENT. The CONTRACTOR mheU retain any and all rights provided either bythis AGREEMENT or by |ovv vvNoh pertain to the resolution of disputes and protests between the contracting parties provided ided that CONTRACTOR complies with Section 21when asserting such claim. 45. Notices. The parties hereto ognso that all formal notices required by this AGREEMENT may be provided to the following persons at the following addresses by sending the same by certified or registered mail as follows: DISTRICT: Costa Mesa Sanitary District 2BOPaularnoAvenue Costa Mesa, CA 92626 CONTRACTOR: GC|Construction, Inc. 1O31CaUeRecodo.Suite [) San Clemente, CA 9267 46. Gratuities. CONTRACTOR warrants that neither it nor any of its employeea, agents, or representatives has offered or given any gratuities to DISTRICT's employees, agents or representatives with a view toward securing this AGREEMENT or securing favorable treatment with respect thereto. 47. Conflict of Interest. CONTRACTOR warrants that hohas noblood ormarriage relationship with, and that it is not in any way associated with, any anoh|tgot, engineer orother preponarofthe plans and specifications for this PROJECT. 48. If epp||cmb|o to this AGREEK8ENT. CONTRACTOR and its subcontractors shall comply with the provisions of the Copeland "AnU- CMSO A-0 Agreement Kickback" Act (18 U.S.[}. Section 874). as supplemented in Department ofLabor ragu|ationo, which Act provides that each contractor shall be prohibited from including, byany means, any person employed in the construction, completion or repair of any public work to give up any part of the compensation to which he is otherwise entitled. 49. In any action or proceeding brought by either party against the other party arising out of or in any way connected to this AGREEMENT, or where any provision hereof is validly asserted as a defense, the parties shall bear their own attorney's fees, costs, and expenses. Nothing in this provision ahoU excuse CC]NTRACTC}R's duty to provide DISTRICT with a defense at C{}NTRACT[}R'o cost when DISTRICT receives e complaint, petition or other pleading from othird party requiring DISTRICT hzdefend itself. Notwithstanding the foregoing, costs and attorney's fees shall be available pursuant to Code of Civil Procedure Section 386.6 in connection with an|nterp|eoder. 50. Assignment of Rights. Pursuant to Section 7103.5 of the Public Contract Code, in entering into e public works contract or a subcontract to supply goods. services or materials pursuant to o public works contract, the CONTRACTOR orsubcontractor offers and agrees to oea|gn to the awarding body all rights, tit|e, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C). 800. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body tenders final payment to the CONTRACTOR, without further acknowledgment by the parties. 51. SCAQMD and CARIB Compliance. CONTRACTOR agrees to comply with all South Coast Air Quality Management District (SCAQM0and California Air Resources Board (CARB) requirements, |no|ud1ng, but not limited to, compliance with CARB Regulations limiting idling of self-propelled diesel -fueled on -road and off -road vehicles and equipment (25 HP and up) to no more than five (5)oonseoutive minutes as specified in Title 13ofthe California Code of Regulations, section 2449 (d)(3), Idling. 52. Mined Construction Materials. CONTRACTOR shall not purchase mined construction material except from amining operation that iacurrently identified in the list published pursuant tosubdivision (b)ofSection 2717ofthe Public Resources Code. Refer tothe current 3098 list for qualified mining operations at www. cons rv.ca gov/0 M R/a b-3098—list/cu rre nt—list. IN WITNESS WHEREOF, the parties hereto have entered into this AGREEMENT the date and year first above written. ATTEST: COSTA MESA SANITARY DISTRICT: Ito ij,11A (L&,— President a_� Ael n CMSO A,17 Agreement District Counsel APPROVED AS TO CONTENT: District General Manager CONTRACTOR: GCI Construction, Inc. 1031 Calle Recodo, Suite D San Clemente, CA 92673 By: ALA&) r-0S-fVNT>c) er-4) CMSD A-18 Agreement STATE OF CALIFORNIA) ss. COUNTY OF 0MA.-r,4- ) A rotary public or other officer completing I g this certificate verities only the identity of the h-idividtial who signed the document to which thiss cartificate is attached, and not the trtil"'hfulness, accuracy, or validity of that document. J. (INDIVIDUAL}/(CORPORATION} r said state, personally appeared L�=3 ►� who proved to me on the basis of satisfactory evidence to be the person} whose re subscribed #o the within instrument and ac- owiedged to me #hat he/they executed the same in I'Wher/their authorized capa ity(i and that by ( Dt/her their signature(s?on the instrument the person(k, or the entity upon behalf of which the person s) acted, executed the instrument. ?,rs 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. �otat ublic) o r u ANTHONY SCARPONIK 0 'Z comm. # 2297071 NOTARY PUBLIC - CALIFORNIA ORANGE COUNTY COMM. EXPIRES AUG. 7,2023, CMSD A-19 Agreement