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Contract - Schuler Engineering, Inc. - 2012-10-24 CONTRACT—Schuler Engineering, Inc. Emergency Force Main Lining for the Santa Ana Pumping Station Force Main and the 23rd Pumping Station Force Main. THIS AGREEMENT is made and entered into this 2�day of lDGlc , by and between the COSTA MESA SANITARY DISTRICT, hereinafter referred to as "DISTRICT" and, Schuler Engineering, Inc., a California corporation, hereinafter referred to as"CONTRACTOR." WITNESSETH That for and in consideration of the promises and agreements hereinafter made and exchanged, DISTRICT and CONTRACTOR mutually agree as follows: 1. Scope of the Work. That CONTRACTOR shall perform all the work and shall provide and furnish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation services required to construct: Emergency Force Main Lining for the Santa Ana Pumping Station Force Main and the rd 23 Pumping Station Force Main 2. Labor and Materials. All of said work to be performed and materials to be furnished shall be in strict accordance with CONTRACTOR'S proposal dated 9/19/2012 attached hereto and • made a part hereof and this contract for Emergency Force Main Lining for the Santa Ana Pumping Station Force Main and the 23rd Pumping Station Force Main CONTRACTOR recognizes DISTRICT is contracting with both CONTRACTOR and Heitkamp, Inc.to install structural liners in both the Santa Ana Pumping Station force main and the 23rd Pumping Station force main along with replacing force main piping and valves just outside the pumping stations and piping and possibly valves inside the stations, and CONTRACTOR shall fully cooperate with Heitkamp, Inc. and the District in all phases of the work. Schuler Engineering shall to the fullest extent possible minimize the time between Heitkamp's lining of the Santa Ana Pumping Station force main and the 23rd Pumping Station force main. All labor,materials,tools,equipment and services shall be furnished on work performed,and under the direction, administration and subject to the approval of DISTRICT or its authorized representatives. CONTRACTOR warrants that it will not purchase mined construction material for this PROJECT except from a mining operation that is currently identified in the list published pursuant to subdivision (b) of Section 2717 of the Public Resources Code. Refer to the current 3098 list for qualified mining operations at www.consrv.ca.gov/OMR/ab_30981ist/current_list. 3. Time of Completion. CONTRACTOR agrees to commence the work to be performed 2 under this Contract within five (5) days of receipt of the "Notice to Proceed" and to diligently prosecute the work to completion before the expiration of SEVENTY FIVE (75)WORKING DAYS from the date of commencement. "Working days" means all calendar days except Saturdays, Sundays, and legal holidays. 4. Time of the Essence. Time is of the essence of this Contract. 5. Liquidated Damages/Delay 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 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 in the event of and by reason of such delay; and it is therefore agreed the CONTRACTOR will pay to the DISTRICT the sum of TWO HUNDRED FIFTY and 00/100 Dollars($250.00) per calendar day for each and every day of delay in finishing the work in excess of the number of days prescribed in paragraph 3 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. 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 for the completion of the work due to unforeseeable causes beyond the control and without the fault or negligence of the CONTRACTOR, including but not restricted to acts of God or of the public enemy, fire, floods, epidemics, quarantine restrictions, strike, and unsuitable weather, or delays of subcontractors due to such causes, provided CONTRACTOR submits timely notification and a written Request for Change Order as required herein. The CONTRACTOR shall within ten (10)days from the beginning of any such delay(unless the DISTRICT shall grant a further period of time prior to the date of final settlement of the Contract) notify the District Engineer in writing of the cause of the delay, and the District Engineer shall extend the time for completing the work if in the District Engineer's judgment the cause so merits. The District Engineer's determination on this matter shall be final and conclusive on the parties hereto. CONTRACTOR shall also be required to submit a written Request for Change Order to District Engineer within fifteen(15)days of the date of such delay. No adjustment shall be allowed for such delay unless strict compliance with this contractual provision is effected.CONTRACTOR's remedy shall be limited to the extra days granted and to any damages that he may be entitled to using the formula agreed to by the parties for all damages as provided in Paragraph 28. 6. The Contract Sum. DISTRICT agrees to pay and CONTRACTOR agrees to accept in full payment for the work above agreed to be done the sum of: Three hundred twenty two thousand three hundred seventy six Dollars ($322,376.001. 7. Progress Payments. Prior to the 25th day of the month next following the commencement of the work,there shall be paid to CONTRACTOR a sum equal to 95 percent of the value of the work completed since the commencement of the work as determined by the District Engineer and thereafter prior to the 25th day of each successive month as the work progresses. CONTRACTOR shall be paid such sum as will bring the payments up each month to 95 percent of the value of the work completed since the commencement of the work as determined by the District Engineer,less all previous payments, provided that CONTRACTOR submits his request for payment prior to the 25t" day of each preceding month. DISTRICT shall make the final payment, if unencumbered, or any part thereof unencumbered, 35 days after the acceptance of the work and 3 the filing of a Notice of Completion. Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the District Engineer, stating that the work for which payment is demanded has been performed in accordance with the terms of the Contract, and that the amount stated in the certificate is due under the terms of the Contract. Partial payments on the Contract price shall not be considered as an acceptance of any part of the work. 8. 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. 9. Retention Securities. Pursuant to California 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 Contract. 10. Specifications. The Standard Specifications for Public Works Construction, also known as the Greenbook, latest edition,shall be controlling unless a different specification is called out in the Contact Documents, including the Costa Mesa Sanitary Districts Standard Plans and Specifications for the Construction of Sanitary Sewers. 11. Change Orders.Change order requests shall be submitted to the District Engineer in writing who shall have discretion to determine the merit of the change order request. The District Engineer may approve or disapprove change orders in his discretion except that any change order resulting in an increase of the Contract price shall be co-signed by the District Manager and/or approved by the Board of Directors. No amendments,modifications,or waivers of Contract terms or the Contract Documents, including additional compensation for extra work,will be allowed absent a written Change Order signed by both parties. 12. Prevailing Wane Rates. DISTRICT has ascertained the general prevailing rate of per diem wages and the general prevailing rate for legal holidays and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Contract, and the same has been placed on file with the District Clerk at the District's principal office.Said per diem wages can be obtained on the Internet at http://www.dir.ca.gov/dlsr/DPreWageDetermination htm. Said per diem wages are deemed to include employer payments for health and welfare, pension,vacation,and travel time and subsistence pay, all in accordance with sections 1773.1 and 1773.8 of the Labor Code of the State of California. 13. Discrimination, Minorities, Aliens. The CONTRACTOR shall not unlawfully discriminate nor allow its employees, agents, principals,or subcontractors to unlawfully discriminate against any employee or applicant for employment on the basis of race, religious creed, national origin or sex. 14. Compliance with Davis-Bacon Act. This provision does not apply to this Contract. 15. Payroll Records. The provisions of section 1776 of the Labor Code of the State of California regarding the preparation, maintenance and filing of payroll records are applicable to this Contract. Specifically, each CONTRACTOR and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each 4 journeyman, apprentice or worker employed by him in connection with the public work. THE CONTRACTOR'S AND SUBCONTRACTOR'S PAYROLL RECORDS SHALL BE SUBMITTED TO THE DISTRICT ENGINEER FOR REVIEW ON A WEEKLY BASIS. THE CONTRACTOR SHALL BE RESPONSIBLE FOR SUBMITTAL OF SUB-CONTRACTOR'S PAYROLL RECORDS. 16. Penalty. CONTRACTOR shall,as a penalty to the DISTRICT,forfeit up to$50.00 for each calendar day or portion thereof for each workman paid (either by him or any subcontractor under him)less than the prevailing rate set forth herein on the work provided for in this Contract,all in accordance with section 1775 of the Labor Code of the State of California. 17. Apprentices. If applicable, the provisions of Labor Code Section 1777.5 requiring the use of apprentices in certain ratios to journeymen are hereby imposed upon CONTRACTOR. 18. Legal Day's Work. In the performance of this Contract, 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 unless the CONTRACTOR complies will all applicable Labor laws. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (section 1810, et seq.) 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$25.00 for each workman employed in the execution of this Contract by the CONTRACTOR or any subcontractor for each calendar day during which any workman is required or permitted to labor more than eight(8) hours in any one calendar day and forty(40) hours in any one week in violation of said article. 19. Subcontracting. CONTRACTOR acknowledges that he is aware of the provisions of the "Subletting and Subcontracting Fair Practices Act" (Public Contract Code Section 4100 et seq.)and that he agrees to comply with all applicable provisions thereof. If any part of the work to be done under this Contract 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 Contract. Upon request, certified copies of any or all subcontracts shall be furnished to the District Engineer or DISTRICT. The subcontracting of any or all of the work to be done will in no way relieve the CONTRACTOR of any part of his responsibility under the Contract. Breach of any of the above provisions will be considered a violation of the Contract, and the DISTRICT may: cancel the Contract, assess the CONTRACTOR a penalty of not more than 10 percent of the subcontract involved, or cancel the Contract and assess the penalty. All persons engaged in the work, including subcontractors,will be considered employees of the CONTRACTOR. He will be held responsible for their work. The DISTRICT will deal directly with and make all payments to the CONTRACTOR. 20. Workers' Compensation. CONTRACTOR shall carry Workers' Compensation Insurance and require all subcontractors to carry Workers'Compensation Insurance as required by the Labor Code of the State of California. CONTRACTOR, by executing this Contract, hereby certifies: "I 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 I will comply with such provisions before commencing the performance of the work of this Contract." 5 21. Drug-Free Work. CONTRACTOR agrees to provide a drug-free workplace in accordance with 24 CFR part 24, sub-part F. Under 24 CFR part 24 sub-part F., the CONTRACTOR will provide certification in writing that it will provide a drug-free workplace by: (a). Publicizing a 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 take against employees for violation of such prohibition; (b). Establish an ongoing drug-free awareness program to inform employees about- 1. Degrees of drug abuse in the workplace; 2. The policy of maintaining a drug-free workplace; 3.Any available drug counseling, rehabilitation and employee assistance programs; 4. The penalties which may be imposed on employees for drug abuse violations occurring in the workplace. (c). Making it a requirement that every employee to be engaged in the performance of the Contract be given a copy of the statement required by paragraph (a); (d). Notifying employees in the statement required by paragraph (a) that as a condition of employment under the Contract the employee will - 1. Abide by the term of the statement; and 2. Notify the employer in writing of any conviction for a violation of a criminal drug statute occurring in the workplace no later than five (5) calendar days after such conviction. (e).Notify the DISTRICT in writing,within ten(10)calendar days after receiving notice under subparagraph (d) (2) from an employee or otherwise receiving actual notice of such conviction. Employer of said convicted employee must provide notice, including conviction title, to the DISTRICT; (f). Taking one of the following actions, within thirty (30) calendar days of receiving notice under subparagraph (d) (2), with respect to any employee who is so convicted - 1. Taking appropriate action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, 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, State or local health, law enforcement, or other appropriate agency. (g). Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f). 22. Bonds. CONTRACTOR shall, prior to the execution of the Contract,furnish bonds approved by DISTRICT, one in the amount of one hundred percent(100%)of the Contract price,to guarantee the faithful performance of the work,and the other in the amount of one hundred percent (100%)of the Contract price to guarantee payment of all claims for labor and materials furnished. This Contract shall not become effective until such bonds are supplied to and approved by DISTRICT. All bonds shall be issued by an admitted surety insurer and the DISTRICT reserves the right to object to any such surety, in accordance with Code of Civil Procedure Section 995.660. 23. CONTRACTOR'S Affidavit. After the completion of the work contemplated by this Contract, CONTRACTOR shall file with the District Engineer his affidavit stating that all workmen and persons employed, all firms supplying materials, and all subcontractors upon the project have been paid in full, and that there are no claims outstanding against the project for either labor or material,except certain items,if any,to be set forth in an affidavit covering disputed claims,or items in connection with a Notice to Withhold,which have been filed under the provisions of the statutes of 6 the State of California. 24. CONTRACTOR'S Waiver. CONTRACTOR agrees to execute a Final Close Out Agreement and Release of All Claims. The execution by CONTRACTOR of the Final Close Out Agreement and Release of All Claims shall constitute a waiver of all claims against DISTRICT under or arising out of this Contract unless otherwise stated in said document. 25. Notice to Proceed. No work,services, material or equipment shall be performed or furnished under this Contract unless and until a "Notice to Proceed" has been given to the CONTRACTOR by the District Engineer and all bonds and certificates of insurance required pursuant hereto have been furnished to and approved by DISTRICT. 26. Termination. A. If CONTRACTOR should fail to comply with any of the provisions hereof,or in the event CONTRACTOR should become the subject of a proceeding under state or federal law for relief of debtors, or if CONTRACTOR makes an assignment for the benefit of creditors, DISTRICT shall have the right to hold CONTRACTOR in default and cancel this Contract in whole or in part. B. Should CONTRACTOR, at any time during the progress of the work, refuse or neglect to supply sufficient material or labor, or fail to comply with any provision of this Contract, DISTRICT shall have the right,without prejudice to any other right or remedy it may have,to provide such materials and labor,or make good such deficiencies as DISTRICT may deem expedient after three(3)days notice in writing,delivered or mailed to CONTRACTOR at his last address on file with DISTRICT, and CONTRACTOR shall be liable for the cost and expense thereof which may be deducted by DISTRICT from any money that may be 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 Contract in whole or in part at its convenience. In such event DISTRICT shall compensate CONTRACTOR, subject to deduction for previous payments(i)by reimbursing CONTRACTOR for all actual expenditures and costs incurred in performing under this Contract (ii) by reimbursing CONTRACTOR for all expenditures. made and costs incurred with DISTRICT'S prior written approval in settling or discharging outstanding commitments entered into by CONTRACTOR in performing under this Contract and (iii) by paying CONTRACTOR as a profit, insofar as a profit is realized hereunder,an amount equal to the profit on the entire Contract estimated at the time of termination, multiplied by the percentage of completion of the work. In no event, however, will the compensation to CONTRACTOR exceed the total Contract price less payments previously made and less the Contract price of work not terminated. Upon receipt of any notice of termination, CONTRACTOR shall,unless the notice otherwise directs, (i)immediately discontinue the work and the placing of all orders and subcontracts in connection with this Contract, (ii)immediately cancel all existing orders and subcontracts made hereunder and(iii)immediately transfer to DISTRICT all materials,supplies, work-in-process,appliances,facilities,equipment,machinery and tools acquired by CONTRACTOR in connection with the performance of this Contract. 27. CONTRACTOR'S Independent Investigation. 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 Contract, as a result of failure to make the necessary independent examinations and investigations, and no plea of reliance on initial investigations or reports prepared by District Engineer and/or DISTRICT for purposes of letting this Contract out to bid, will be 7 • accepted as an excuse for any failure or omission on the part of the CONTRACTOR to fulfill in every detail all requirements of the Contract Documents. Nor will such reasons be accepted as a basis for any claims whatsoever for extra compensation or for an extension of time. 28. 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 damage formula shall be used to measure all of CONTRACTOR's damages or extra work required by this job. CONTRACTOR shall be limited to the following: Direct costs Mark-up Labor 20% Materials 15% Equipment Rental 15% Other Items 15% Subcontracted work 10% (first$5000) Subcontracted work 5% (work in excess of first$5000) Specialty Subcontracting (required by extra work) 5% (Provided at least three 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 paragraph. CONTRA TOR's Initials 29. Other Documents Included. It is further agreed by the parties hereto that the following documents are incorporated into this Contract by reference and are to be read and construed together as the full, complete and integrated terms of this Contract: A. Notice Inviting Bids B. - - - - -•--- - _ ' - - _ - - - - - - C. CONTRACTOR'S proposal dated 9/19/12 D. Standard Specifications for Public Works Construction "Greenbook," latest edition E. Costa Mesa Sanitary District Standard Plans and Specifications for the Construction of Sanitary Sewers F. Record Construction Plans for the Force Mains G. Standard Drawings (Costa Mesa Sanitary District Drawings and City of Costa Mesa Drawings) H. Soi'�ort 1. City of Costa Mesa Encroachment Permit J. Faithful Performance Bond K. Payment Bond L. Approved Change Orders, if applicable 8 M. Contractor's Affidavit N. Final Closeout Agreement and Release of All Claims The documents listed in this Paragraph,including this Contract,shall be known and referred to collectively as the "Contract Documents." 30. Interpretation. In the event of any conflict,inconsistency or incongruity between the provisions of this Contract and the provisions of any of the Contract Document(s) referenced in Paragraph 29 hereof, or amendments thereto, the provisions of this Contract shall control in all respects. 31. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this agreement,the prevailing party shall be entitled to reasonable attorney's fees,costs and necessary disbursements in addition to any other relief to which he may be entitled. If any action is brought against the CONTRACTOR or any subcontractor to enforce a Stop Notice or Notice to Withhold,which names the DISTRICT as a party to said action,DISTRICT shall be entitled to reasonable attorney's fees, costs and necessary disbursements. 32. Additional Costs. CONTRACTOR shall be responsible to reimburse DISTRICT a sum equal to the expenses of administration and legal services required to be expended by DISTRICT in processing Notices to Withhold, Stop Notices,or similar legal documents arising out of a failure of the CONTRACTOR to pay for labor or materials. Said obligation shall be provided for in the payment bond required by the CONTRACTOR. The DISTRICT shall further have the right to offset any such costs and expenses incurred by DISTRICT against any sums owing to CONTRACTOR. 33. Insurance. CONTRACTOR agrees to provide insurance in accordance with the requirements set forth herein. If CONTRACTOR uses existing coverage to comply with these requirements and that coverage does not meet the requirements set forth herein, CONTRACTOR agrees to amend,supplement or endorse the existing coverage to do so. The following coverages will be provided by CONTRACTOR and maintained on behalf of the DISTRICT and in accordance with the requirements set forth herein. Commercial General Liability/Umbrella Insurance. Primary insurance shall be provided on ISO- CGL form No. CG 00 01 11 85 or 88 or equivalent, as determined by District Counsel. Total limits shall be no less than one (1) million dollars per occurrence for all coverages and three(3) million dollars general aggregate. DISTRICT and its employees and agents shall be added as additional insured using ISO additional insured endorsement form CG 2010 with an edition date prior to 1992 or equivalent,as determined by District Counsel.Coverage shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance, primary or excess,available to DISTRICT or any employee or agent of DISTRICT. Coverage shall not be limited to the vicarious liability or supervisory role of any additional insured. Umbrella Liability Insurance(over primary)shall apply to bodily injury/property damage, personal injury/advertising injury, at a minimum,and shall include a "drop down" provision providing primary coverage above a maximum $25,000.00 self-insured retention for liability not covered by primary policies but covered by the umbrella policy. Coverage shall be on the following form to any underlying coverage. Coverage 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. Policies shall have concurrent starting and ending dates. District Counsel shall have the authority to make determinations on the acceptability of forms of insurance coverage. A 9 determination that the form of coverage is not acceptable shall cause the award to go to the next lowest responsible bidder. Business Auto/Umbrella Liability Insurance.Primary coverage shall be written on ISO Business Auto Coverage form CA 00 01 06 92 including symbol 1 (Any Auto)or equivalent, as determined by District Counsel. Limits shall be no less than one (1) million dollars per accident. Starting and ending dates shall be concurrent. If CONTRACTOR owns no autos, a non-owned auto endorsement to the General Liability policy described above is acceptable. Workers'Compensation/Employers'Liability shall be written on a policy form providing workers' compensation statutory benefits as required by law. Employers'liability limits shall be no less than one (1) million dollars per accident or disease. Employers' liability coverage shall be scheduled under any umbrella policy described above. Unless otherwise agreed,this policy shall be endorsed to waive any right of subrogation as respects the DISTRICT, its employees or agents. CONTRACTOR and DISTRICT further agree as follows: 1. This Section supersedes all other sections and provisions of this Contract to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 2. Nothing contained in this Section is to be construed as affecting or altering the legal status of the parties to this Contract. The insurance requirements set forth in this Section are intended to be separate and distinct from any other provision in this Contract and shall be interpreted as such. . .3. All insurance coverage and limits provided pursuant to this Contract shall apply to the full extent of the policies involved, available or applicable. Nothing contained in this Contract or any other agreement relating to the DISTRICT or its operations limits the application of such insurance coverage. 4. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only and is not intended by any party to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 5. For purposes of insurance coverage only, this Contract will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards, performance of this Contract. 6. All general or auto liability insurance coverage provided pursuant to this Contract, or any other agreements pertaining to the performance of this Contract, shall not prohibit CONTRACTOR, and CONTRACTOR'S employees, or agents, from waiving the right of subrogation prior to a loss. CONTRACTOR hereby waives all rights of subrogation against DISTRICT. 7. Unless otherwise approved by DISTRICT, CONTRACTOR'S insurance shall be written by insurers authorized to do business in the State of California and with a minimum "Best's" Insurance Guide rating of"A:VII". Self-insurance will not be considered to comply with these insurance specifications. 10 8. In the event any policy of insurance required under this Contract 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 necessary and CONTRACTOR will promptly reimburse any premium paid by DISTRICT. 9. CONTRACTOR agrees to provide notarized evidence of the insurance required herein, satisfactory to DISTRICT, consisting of certificate(s) of insurance evidencing all of the coverages required and an additional insured endorsement to CONTRACTOR'S general liability and umbrella liability policies(if any)using ISO form CG 2010 with an edition prior to 1992 or equivalent, as determined by the District Counsel. Certificate(s) are to reflect that the insurer will provide 30 days notice of any cancellation of coverage. CONTRACTOR agrees to require its insurer to modify such certificates of any cancellation of coverage. CONTRACTOR agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. CONTRACTOR agrees to provide complete copies of policies to DISTRICT upon request. 10. CONTRACTOR shall provide proof that policies of insurance required herein expiring during the term of this Contract have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished within 72 hours of the expiration of the coverages. 11. Any actual or alleged failure on the part of DISTRICT or any other additional insured under these requirements to obtain proof of insurance required under this Contract in no way waives any right or remedy of DISTRICT or any additional insured, in this or any other regard. 12. CONTRACTOR agrees to require all subcontractors or other parties hired for this project to provide general liability insurance naming as additional insured all parties to this Contract. CONTRACTOR agrees to obtain certificates evidencing such coverage and make reasonable efforts to ensure that such coverage is provided as required here. CONTRACTOR agrees to require that no contract used by any subcontractor, or contracts CONTRACTOR enters into on behalf of DISTRICT,will reserve the right to charge back to DISTRICT the cost of insurance required by this Contract. CONTRACTOR agrees that upon request, all agreements with subcontractors or others with whom CONTRACTOR contracts with on behalf of DISTRICT,will be submitted to DISTRICT for review. Failure of DISTRICT to request copies of such agreement will not impose any liability on DISTRICT,or its employees. 13. If CONTRACTOR is a Limited Liability Company, general liability coverage must be amended so that the Limited Liability Company and its managers, affiliates, employees, agents, and other persons necessary or incidental to its operation are insured. 14. CONTRACTOR agrees to provide immediate notice to DISTRICT of any claim or loss against CONTRACTOR that includes DISTRICT as a defendant. DISTRICT assumes no obligation or liability by such notice, but has the right (but not the duty)to monitor the handling of any such claim or claims if they are likely to involve DISTRICT. 11 34. Indemnification. CONTRACTOR and DISTRICT agree that DISTRICT should,to the fullest extent permitted by law, be fully protected from any loss, injury, damage, claim, lawsuit, cost, expense, attorneys fees, litigation costs, defense costs, court costs or any other cost arising out of or in any way related to the performance of this Contract. Accordingly,the provisions of this indemnity provision are intended by the parties to be interpreted and construed to provide the fullest protection possible under the law to the DISTRICT,except for liability attributable to the DISTRICT'S active negligence. CONTRACTOR acknowledges that DISTRICT would not enter into this Contract in the absence of this commitment from CONTRACTOR to indemnify and protect DISTRICT as set forth here. To the fullest extent permitted by law and excepting only the active negligence of DISTRICT, established by a court of competent jurisdiction or written agreement between the parties, CONTRACTOR shall defend, indemnify and hold harmless DISTRICT, its employees, agents and officials,from any liability,claims,suits,actions,arbitration proceedings,administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened,actual attorney fees incurred by DISTRICT,court costs,interest,defense costs including expert witness fees and any other costs or expenses of any kind whatsoever without restriction or limitation incurred in relation to, as a consequence of or arising out of or in any way attributable actually,allegedly or impliedly, in whole or in part to the performance of this Contract. All obligations under this provision are to be paid by CONTRACTOR as incurred by DISTRICT. Without affecting the rights of DISTRICT under any provision of this Contract or this Section, CONTRACTOR shall not be required to indemnify and hold harmless DISTRICT as set forth above for liability attributable to the active negligence of DISTRICT, provided such active negligence is determined by agreement between the parties or the findings of a court of competent jurisdiction. This exception will apply only in instances where the DISTRICT is shown to have been actively negligent and not in instances where CONTRACTOR is solely or partially at fault or in instances where DISTRICT'S active negligence accounts for only a percentage of the liability involved. In those instances,the obligation of CONTRACTOR will be for that portion or percentage of liability not attributable to the active negligence of DISTRICT as determined by written agreement between the parties or the findings of a court of competent jurisdiction. The obligations of CONTRACTOR under this or any other provision of this Contract will not be limited by the provisions of any workers'compensation act or similar act. CONTRACTOR expressly waives its statutory immunity under such statutes or laws as to DISTRICT, its employees and officials. CONTRACTOR agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subcontractor,sub-tier contractor or any other person or entity involved by,for,with, or on behalf of CONTRACTOR in the performance of the subject matter of this Contract. In the event CONTRACTOR fails to obtain such indemnity obligations from others as required here, CONTRACTOR agrees to be fully responsible according to the terms of this section. Failure of DISTRICT to monitor compliance with these requirements imposes no additional obligations on DISTRICT and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend DISTRICT as set forth herein is binding on the successors, assigns, or heirs of CONTRACTOR and shall survive the termination of this Contract or this section. 12 35. Permits. The CONTRACTOR shall obtain from DISTRICT, City, County, State, Federal or other responsible public agencies all licenses and permits, and pay all fees related thereto, necessary to complete the job. 36. Assignment. No assignment by the CONTRACTOR of this Contract or any part 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. 37. Safety and Site Condition. CONTRACTOR shall perform all operations with due regard for safety and in strict compliance with all applicable laws relating thereto. It shall be CONTRACTOR'S responsibility to keep the site in a clean, neat 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. 38. Utility Location. DISTRICT acknowledges its responsibilities with respect to locating facilities pursuant to California Government Code Section 4215. 39. Trenching. If this Contract involves digging trenches or other excavations that extend deeper than four feet below the surface, CONTRACTOR shall promptly, and before the following conditions are disturbed, notify the District Engineer 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 Class I, Class II, or Class III disposal site in accordance with provisions of existing law. (b) Subsurface or latent physical conditions at the site differing from those indicated. (c) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract. (d) The District Engineer shall promptly investigate the conditions, and if he finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in the CONTRACTOR'S cost of, or the time required for,performance of any part of the work, shall issue a change order in accordance with the procedures described in this Contract. (e) In the event that a dispute arises between District Engineer and the CONTRACTOR whether the conditions materially differ, or involve hazardous waste,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 Contract, but shall proceed with all work to be performed under the Contract. The CONTRACTOR shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties. 40. Notices. The parties hereto agree that all formal notices required by this Contract may be provided to the following persons at the following addresses by sending the same by certified or registered mail as follows: 13 DISTRICT: District Engineer Costa Mesa Sanitary District 628 W. 19th Street Costa Mesa, California 92627-2716 CONTRACTOR: Schuler Engineering, Inc. 564 W. Bateman Circle Corona, CA 92880-2011 41. Effect of Invalidity. The invalidity in whole or in part of any provisions hereof shall not affect the validity of any other provision. 42. Gratuities. CONTRACTOR warrants that neither it nor any of its employees,agents or representatives has offered or given any gratuities to DISTRICT'S employees, agents or representatives with a view toward securing this Contract or securing favorable treatment with respect thereto. 43. Conflict of Interest. CONTRACTOR warrants that he has no blood or marriage relationship, and that he is not in any way associated with any architect,engineer or other preparer of the plans and specifications for this project. 44. Copeland"Anti-Kickback"Act. If applicable to this Contract, CONTRACTOR and its subcontractors shall comply with the provisions of the Copeland "Anti-Kickback"Act (18 USC Section 874), as supplemented in Department of Labor regulations, which Act provides that each Contractor shall be prohibited from requiring, by any 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. 45. Final Closeout Agreement and Release of All Claims. Prior to filing the Notice of Completion the CONTRACTOR and DISTRICT shall execute and record a Final Closeout Agreement and Release of All Claims. 46. Guarantees. CONTRACTOR shall and hereby does guarantee all work for a period of one (1)year after the date of filing of the Notice of Completion 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 in workmanship and/or materials within the one(1)year period from date of the filing of the Notice of Completion, without expense whatsoever to the DISTRICT, ordinary wear and tear and usual abuse or neglect excepted. In the event of failure to comply 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 on demand. 47. Job Progress. CONTRACTOR agrees to maintain a critical path analysis throughout the project. CONTRACTOR agrees to meet with the District Engineer on a weekly or other periodic basis, or as requested by the District Engineer to review job progress. CONTRACTOR agrees to provide District Engineer 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 14 prohibited. 48. Resolution of Claims. For all claims that are less than Three Hundred and Seventy Five Thousand Dollars ($375,000.00), the provisions of Public Contracts Code Section 20104 et seq. (Article 1.5—Resolution of Construction Claims) shall be followed. 49. Notice to Contractor of Claims. DISTRICT shall provide notice to CONTRACTOR upon receipt of any third-party claim related to the Contract. IN WITNESS WHEREOF, the parties hereto have entered into this agreement the date and year first above written. ATTEST: COSTA MESA SANITARY DISTRICT çic, \ lf•CO' v Clerk of the istric Robert Ooten President of the Board of Directors APPROVED AS TO FORM: CONTRACTOR Name: Schuler Engineering Corporation Colin R. Burns Associate District Counsel Address: 564 W Bateman Circle Core a, CA 92880-2011 APPROVED AS TO CONTENT: By: Bruce A. Schuler, President ig4t, Robin B. Hamers District Engineer STATE OF CALIFORNIA) ss (fNBMBYAE)/(CORPORATION) COUNTY OF Rwec icy ) On October 9 , 2012, before me, the undersigned, a Notary Public in and for said state, personally appeared Bruce A. Schuler who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/me subscribed to the within instrument and acknowledged to me that he/ h/they executed the same in his/170r/their authorized capacity(ies), and that by his/her/tI eIr signature(s)on the instrument the person(s), or the entity on 15 behalf of which the person(0) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. �,�•�,,, LISA L LACHOWICZ Commission#1834260 �tsx13 . o(Ca-0133 lc • i Notary Public-California .�'.± �, ,,f Riverside County (Notary Public) M Comm.Ex ires Feb 27,2013 16 tv\ I v PAYMENT BOND PAGE 1 Bond No. 0598430 Executed in Duplicate COSTA MESA SANITARY DISTRICT PAYMENT BOND (LABOR AND MATERIAL BOND) KNOW ALL MEN BY THESE PRESENTS: THAT,WHEREAS,the COSTA MESA SANITARY DISTRICT,a municipal corporation and sanitary district, by minute order of the Board of Directors, adopted on September 20, 2012, has authorized an award to Schuler Engineering, Inc. 564 W. Bateman Circle Corona, CA 92880-2011 hereinafter designated as the "Principal", for the work described as follows: Emergency Force Main Lining for the Santa Ana Pumping Station Force Main and the 23`d Pumping Station Force Main. Said Contract and all of its obligations, covenants, terms and conditions are fully incorporated herein by reference. WHEREAS, said Principal is required by the provisions of said Contract and of the Civil Code to furnish a bond in connection with said Contract, as hereinafter set forth. NOW, THEREFORE, WE, the undersigned CONTRACTOR, as Principal and International Fidelity Insurance Company One Newark Center,20th Floor,Newark,New Jersey,07102-5207 (NAME AND ADDRESS OF SURETY) Duly authorized to transact business under the laws of the State of California,as Surety,are held and firmly bound unto the Costa Mesa Sanitary District, in the penal sum of: Three hundred twenty two thousand three hundred seventy six Dollars($322,376.00),said sum being not less than one hundred (100%)percent of the estimated amount payable under the terms of the Contract for which payment well and truly be made, we bind ourselves, our heirs, executors and administrators, successors and assigns,jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that, if said Principal or his subcontractors, or the heirs, executors, administrators, successors or assigns thereof, shall fail to pay any of the persons named in Section 3181 of the Civil Code of the State of California for any materials, provisions,provender or other supplies used in, upon,for or about the performance of the work contracted to be done, or for any work or labor performed by any such claimant or any amounts required to be deducted, withheld, and paid over to the Franchise Tax Board from the wages of employees of the CONTRACTOR and his subcontractors pursuant to Section 18806 of the Revenue and Taxation Code,with respect to such work and labor, then said Surety will pay for the same, in an amount not exceeding the sum set forth hereinabove, and in addition, in case suit is brought upon the bond,will pay a reasonable attorney's fee to be fixed by the court. This bond shall inure to the benefit of any and all persons named in the aforesaid Civil Code Section 3181 so as to give a right of action to them or their assigns in any suit brought upon the bond. 17 PAYMENT BOND PAGE 2 Bond No. 0598430 Executed in Duplicate Further, the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligation on this bond;and it hereby waives notice of any and all such changes, extensions of time, and alterations or modifications of the Contract Documents and/or of the work to be performed thereunder. IN WITNESS WHEREOF,we have hereunto set our hands and seals this 8th day of October , 2012. Schuler Engineering, Inc. Contractor Name 564 W.Bateman Circle Street Address Corona,CA 92880-2011 C ty,.State,Zip Code _TRINCIPAL 13y: - Company''Representative- Bruce A. Schuler, President In accordance with the Contract, all bonds shall be issued by an admitted surety insurer and the DISTRICT reserves the right to object to any such surety, in accordance with Code of Civil Procedure Section 995.660. By signing below, Surety certifies that the bonds are issued by an admitted surety. International Fidelity Insurance Company Name One Newark Center,20th Floor Street Address Newark;'Ne'v jersey 07102-5207 City,State,Zip Code SURETY drig By: _ �� Comp- y Representative- Scott Salandi,-Attorney-in-Fact APPROVED AS TO FORM: Colin R. Burns, Associate District Counsel Costa Mesa Sanitaw Distric By/s/ w✓� 18 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 c,,,,-...--•••:•.-•.—• ...-•• ..-••/;••.;••.-• • •• ••,-•Y-•r • .�•/ • .7.-..-..,-••.-•• •r-,.• •v v- ,,•/-,-• ...z to State of California / . County of Rtvecside 4� yt On Id /9 112 before me, Lisa I . Lac.ho 1c . Nott`-y Public , ��` Date Here Insert Name and Tale of the Officer y��) ( •J personally appeared Bruce I) • Schuler-- Name(s)of Signer(s) 1 twho proved to me on the basis of satisfactory evidence to be the person(s) whose name( is/are k subscribed to the within instrument and acknowledged to me that he/ /they executed the same in 5 his/ter/U authorized capacity(ieS), and that by 0. his/her/their signatures) on the instrument the 3 LISA I. LACNOWICZ person(a), or the entity upon behalf of which the 9 1CornsSion #l' 426t 0 person(,a) acted, executed the instrument. i z '3� " Notary Public-California z 9� z y41 Riverside County I certify under PENALTY OF PERJURY under the My Comm.Ex Tres Feb 27,20t3 laws of the State of California that the foregoing paragraph is true and correct. P <, WITNESS my hand and official seal. Signature: Rt,,_ 1 . .}k�t�i g� Place Notary Seal Above Signature of Notary Public 9J OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document h and could prevent fraudulent removal and reattachment of this form to another document. P( Description of Attached Document D t, Title or Type of Document: Pay relent Bond 4,• Document Date: 10 115 1 1Z Number of Pages: Z Signer(s) Other Than Named Above: Scott Set land I 4 t< Capacity(ies) Claimed by Signer(s) C. Signer's Name: Bruce R • Bch o ler Signer's Name: V Corporate Officer — Title(s): c� 1 �" p ( ): 1"1�SICletlt CI Corporate Officer — Title(s): ( ❑ Individual RIGHT THUMBPRINT ❑ Individual RIGHT THUMBPRINT OF SIGNER OF SIGNER " ❑ Partner — ❑Limited ❑General Top of thumb here ❑Partner — ❑Limited ❑General Top of thumb here P t ❑ Attorney in Fact ❑Attorney in Fact 6, 111 Trustee CI Trustee V El Guardian or Conservator C El Guardian or Conservator • ❑ Other: El Other: V 9� Signer Is Representing: Schuler Signer Is Representing: ED3ineeriDI Corra}ion ; ©2010 National Notary Association•NationalNotary.org•1-800-US NOTARY(1-800-876-6827)- Item#5907 FAITHFUL PERFORMANCE BOND PAGE 1 Bond No. 0598430 Executed in Duplicate COSTA MESA SANITARY DISTRICT FAITHFUL PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: THAT,WHEREAS,the COSTA MESA SANITARY DISTRICT, a municipal corporation and sanitary district, by minute order of the Board of Directors, adopted on September 20, 2012, has authorized an award to Schuler Engineering, Inc. 564 W. Bateman Circle Corona, CA 92880-2011 hereinafter designated as the"Principal", Contract for the work described as follows: Emergency Force Main Lining for the Santa Ana Pumping Station Force Main and the `d 23 Pumping Station Force. Said Contract and all of its obligations, covenants, terms and conditions are fully incorporated herein by reference. WHEREAS,the said Principal is required under the terms of said Contract to furnish a bond for the faithful performance of said Contract,including a one year guarantee of the work performed. NOW, THEREFORE, WE,the undersigned CONTRACTOR, as Principal and International Fidelity Insurance Company One Newark Center 20th Floor,Newark,New Jersey,07102-5207 (NAME AND ADDRESS OF SURETY) Duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the Costa Mesa Sanitary District,in the penal sum of:Three hundred twenty two thousand three hundred seventy six Dollars ($322,376.00), said sum being not less than one hundred(100%)percent of the Contract price for the payment of which sum well and truly to be made,we bind ourselves, our heirs, executors,administrators,and successors,jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that,if the above burdened Principal,his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform all the undertakings, terms, covenants, conditions and agreements in the said Contract and any alteration thereof made as therein provided,on his or their part, to be kept and performed, at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the Costa Mesa Sanitary District, its offices and agents, as therein stipulated,then this obligation shall become null and void, otherwise it shall be and remain in full force and virtue. This obligation covers a one year guarantee on work performed after said work has been completed. The one year period shall commence on the date the Notice of Completion has been recorded. In case suit is brought upon this bond, Surety further agrees to pay all court costs and reasonable attorneys'fees as fixed by the court. 19 FAITHFUL PERFORMANCE BOND PAGE 2 Bond No. 0598430 Executed in Duplicate And the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the work. IN WITNESS WHEREOF, we have hereunto set our hands and seals this 8th day of October , 2012. Schuler Engineering, Inc. Contractor Name 564 W.Bateman Circle Street Address Corona,CA 92880-2011 City,State,Zip Code -4PRINCIPA By: Company'Representative - Bruce A. Schuler, President In accordance with the Contract, all bonds shall be issued by an admitted surety insurer and the District reserves the right to object to any such surety, in accordance with Code of Civil Procedure Section 995.660. By signing below, Surety certifies that the bonds are issued by an admitted surety. International Fidelity Insurance Company Name: . One Newark Center,20th Floor Street Address Newark, 'ew,Ersey 07102-5207 'City,State,Zip Code •SURETY 4'' By Ccmany Representative- Scott Salandi,Attorney-in-Fact APPROVED AS TO FORM: Colin R. Burns,Associate District Counsel Costa Mesa Sanitary District By/s/ (� 20 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189 �`v--• • l-v-.>v-v-v-v;• v-v;�v-v- -v-• -•�`v-�v:,r--v-•✓�v-v�r-�-fir. W-•v-�.v-•r-•r;a-•• . r•./"�y--v-y:• v�Y� N )) • • State of California y ( County of R \)e�3icle • On 1019 1 I2 before me, L�SQ 1 • -QChowicz / No�a� Public , i y Date Here Insert Name and Title of the Officer t p )i personally appeared Bruce R . Schuler tName(s)of Signer(s) • who proved to me on the basis of satisfactory t evidence to be the person(g) whose name(g) is/rare subscribed to the within instrument and acknowledged ( to me that he/Stae/tMey executed the same in i his/Jeer/tbei-r authorized capacity), and that by his/her/theft• signature( ) on the instrument the �� l ,., LISA 1. tACHOWIC2 person(, or the entity upon behalf of which the j r Commission#r_1834260 a •�:�� person(s acted, executed the instrument. Notary Public-California i jZ Riverside County I certify under PENALTY OF PERJURY under the PI _ :7::,- Comm.E Tres Feb 2_7,2014 Y pi -- - -- - laws of the State of California that the foregoing C paragraph is true and correct. g g C' WITNESS my hand and official seal. 5 Signature: 71 � c�. . o��,hov�1 �. Place Notary Seal Above Signature of Notary Public 9 OPTIONAL % 6 Though the information below is not required by law, it may prove valuable to persons relying on the document (.; and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document tTitle or Type of Document: Fai1iiu1 Performance. Fond • Document Date: 10 18 / IZ Number of Pages: Z t. Signer(s) Other Than Named Above: 5CS1t So]anca I • Capacity(ies) Claimed by Signer(s) 9 t Signer's Name: Bice A. Schuler Signer's Name: S c 71 Corporate Officer — Title(s): Pi-eSicketl"t ❑Corporate Officer — Title(s): QS ❑ Individual RIGHT UMBPRINT Individual RIGHT THUMBPRINT OF STHIGNER LI OF SIGNER ;j: • ❑ Partner —❑Limited ❑General Top of thumb here ❑ Partner — ❑Limited •❑General Top of thumb here I 6 ❑ Attorney in Fact ❑Attorney in Fact ❑ Trustee ❑Trustee 4 ❑ Guardian or Conservator ❑Guardian or Conservator ❑ Other: ❑Other: Signer Is Representing: SchOler Signer Is Representing: 5 EOgineering C.ocpocQtion �?1 ©2010 National Notary Association•NationalNotary.org•1-800-US NOTARY(1-800-876-6827) Item#5907 ACKNOWLEDGMENT State of California County of Orange On October 8, 2012 before me, Kathleen Madeline Shuman (insert name and title of the officer) personally appeared James Scott Salandi, Attorney-in-Fact who proved to me on the basis of satisfactory evidence to be the person f&}whose name(&}is/afe subscribed to the within instrument and acknowledged to me that heielieithey executed the same in hisfher/theirauthorized capacity(ies), and that by his/herftheirsignature(s) on the instrument the person(&}, or the entity upon behalf of which the person() acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. N t dif P SEPL OFT ^ 1 ti KATHLEEN MADELINE SHUMAN COMM. # 1894581 X .•• . 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ThiS Power of:Attorney.iSexeci..it_executed,and may be':revoked, pursuant to anc.'by authority of:Ithe :By-Laws of INTERNATIONAL FIDELITY -::::,•:::::.:.::.'.,.'::: COMPANY and ALLEGHENY CASUALTY COMPANY aridAS•granted under,and•by•authorityaof the following resolution edopted-py.,the.:Beard.'•of .DireCtors._:::: :::' of.,INTERNATIONAL FIDELITY INSURANCE COMPANY a meeting duly held on the 20th day of July,2010 and hyth.e.-,I3Pard•of Directors of,ALLGHENY.:: •"••• CASUALTY•COMPANat a.meeting.dt-ilyjheldoti the 15th day of August,2000 :,.•::::. •••:: ••."RESOLED._,•:that.::(lythe:President;:::yiaden President,':•or Secretary of the Corporation shall have the of ,to'appeint;-and:::td:teVoke-the-appollitntents of, ,:•• ••:: ••::: ::::.':•E .::::-AttorneyS-inFact::or egeits,•„with•poewr e and authority as defined or limited in their resPectivepower ot eattnor ey,and to•.:eXecute:on:behalf of the Corporation ::::,. ::::. .:•:,, ;:::.::.•:::.:.:„-..:•,.:' and affix the Corporation's;:seal thereto,bcinds;:•Un ertaKingS,,.:recOgnizanCes,„,:contracts of indemnity and other written obligationsirf,thejnatUre'fherepf•or: .,, •:;„„: .:„ :::::,..,•:::.:-,.:•:.•relatedAheretoitoarnnde:(s2.)nan_y such"OfficerS•offh&CorPeratiOn rilay,appointand•reyoke the appointments of joint-ContiOLCustOdianS,agentSfer acceptance of ,,.,.:.:.... pri;;?ices.s,_and A y i fact-..with•authority•,to execute.waivers-.andicoannsenot%eopobeahopolfrrci:If the Corporation;and (3)the signature of any such::Officer )f he.,, „....:,. .. ..,. Corporation anclthe••CorPoratitin's],••seetmaY-:12e:affied,.by„fecsirnile attorney orcertifiCation:giVen.for.the execytion'.ofvetrIbenodisundertaking,e u whether„:::::::::-•:'• ••:•]. „:: ::'.:•:::::::„reOonficiz.r8enoce, contract of indemnity or other written obligation in the nature thereof•:•oe. related-,:-.:thereto;•..suCh••-signature..end seals hrPenafterbeing;.„hereby adopted by the Oorporation;as the original of such,officerandrthe onginal.,seal:.sof the•corporetiontO be yelid.:„: .,:. -...,•„:•:'::haneldeb9inding:'UPon'the•CerpcirationWitnthe sernefordeandieffect eba•theuegh...'hiaritially:affiXe ...•:..:.„'„:-.:.:.:,,..• .':'•,'..":.:•,,,,,•:-•.:„1.:.•.. •.•,:::••••:•:.•::•.-.. •... :::•:•:-•.::: ,-,::..„:: ,:,.:.... . IN .„. ,. . .. .. .. ... •-• •< •:•,.. WITNESS WHEREOFINTERNATIONAL.:FIDELITY.INSLIRANGE';:COMRANY:„-end„::ALLEGHENY•,•:CASpALTY:,,GOMRANY::haVe:each!„exeeutedand..! ,",;.: -•.•••• attested on this 0...:12:.. ::..„-• .,••• i:. •': :.:•i••::.•,:. :•-•-.",-..,„.,.,•::•,..:•:-•.-.' :••,,,„: :-.:•:.•,.•,-:.-•::' •:•„„"••••••::••:' -- •,.,,..••••-••• ',' :::" ,. ••• : :....:," :.• . •' :• .. ."" ' ..-. ::...:::. 'r....„.„..„•i• .,: :-,-. -.,„. .,,., . .• •• •.......--:: ; ' ' - clo,' . /At.' • ' • :•••-- .,C;N-StKr• ••;,.H::::,- -:':':'::••STATE OFNE1/V)Efi5Er.•::, ::•:::':•:•'::i.,•":::::::::::":":",„:,-;..,:- :-.:,.•,:•••:••....:•,,•:-;::.•::-.. '.:-...-2",..• •••;.. •.:.-•::. „,„ ..•.• - ., ••: ,••••.., ,., ..: •,.,. ••.•.:•••••:••• 7•••."':' ":-•••::.--•••:::::, tiogl.:,ar,,y '','...!:::•:::: .::::::.-.•:," .A :.,:••••••-•,...,:.:.-:'•.,"%.:::. •:•,•• •.:.•.Cdurity•of Essex•::: •.:.:: "•,: ••! ::::: •.„' -..:-•". .•-.? .•::: .•,•.-::"-•••:-• ',,;. „: ':' .: ' '.•• • • - • :•.L::::.-:-,::i-•::..:'.•' ,•::-- il'i 4, toll .:•:•• ," A' 0.• -.';:::':•: , - •:,' .::-•••::::-::•-.....-•!'J:::::: S ]:::. '• •::: •::::.:..„•••--' •:••.:' .•:•'.':: ""•H':•••,:.: :".••-•';''' .1., ••••::- '''..:'-• •':': "":::: • :•:: ': . • • . '.'"'..::.':"i"'::" ::[''''':::::'::::'..i'''. 41a.''''' E': 1'..-.1tAt.--:'1'. 'cl• ..::'::::::' '' ''",::: -1'936.:'" • ':'•.'::','„,.:",'":„...::-::'-•:',.2•'-::E•-:::.'•'••:':'.:',„W•,'--'.:,-:.:,"T.::.:•:.•.„'..,".'L.„„.::-:•,:''.1'..i':'.t:.:':•:„•,'-'1,.'•'1,.11 •.*.,/.,tr.•::.::„.:J...19:E 4,•..i.A, :'/-:t,•.:g•r t.t•::•..•••:'::•'::-':::•:•::'::'.:::::-:'::::•,:-':,..'..-.:.,:!..-.',,'...:,*.!.......•..,.t. :.•o.o '„7,!1..4.-.,..-.....i;\.'..„-':•.::.-..-.' .-.'.,' - . ,E , i-,;::::::...,:,::.':,]..:•:,:,:,:-'.:'.,•::';;-,.,''. -.,::i:.:::::::..,:::"...':::.:--:.:.:.:..,•.:":.::,•:::.,,..:. '::,::-::.::: ..,-.:.-R::.OB p:':3 Wi'..:::M::'IN:.:§. tE-„.k p EkeeitiVe,VceiPreidOot/Ph.ef Op e.:r:•:e::,.=.t.n•:.,..g.;: Officer - - (International Insurance Company) and: President.(Alleghenr Casualty Company) :„.,.,,..•.„.,:•..::...,:-:,!:,:.::::.::„:::•:..:::::::.::'.,.....:::::::,.:::,.:..:::.,:,::,,..-.:,.:...„.• •.. ::. :„.:„‘•.„-.,•-' •,•'„: p,..r t1-ii -,•:.„12th day::of.vla reh::2012,:::.•:.befOre me came the individual who executed the:-preCeding'•instrunient,:•-to•rhe:.persorially.„knOwn;:.and, ,being by -..::::.:::::.r.,.........:::.:.:•••:••..sworn,„said he is the therein described and gOtheriZed:•Officer,:of INTERNATIONAL AL said INSURANCE"COMRANrand„:,ALLEGHENy c?9.sTueNT.Iy: Comp,7,Nrr,..,,that.thp,: eals:.:offi)(ed:,•to:SaidiriStriiment are the Corporate Seals of.said:CompanieS;ithat the said Corporate Seals and his signature were ,•... ......: :„.:.:::,.•:,.. ,.:„,dUly affixed by order of the Boards of Directors of said Companies. „.••••••••••,:„. :::•:,,,.: .„:,.„...:, ....•„•••,,,,...:. .„..•••...,...,-:-., ,.••....-...-„,„. ,,,..: - :. IN TESTIMONY WHEREOF, I havhereunto ...-. ---'.: •.: '.,:--„:.--'•:::, ,:::-: ..•:.,,,-„,t•1.•.:.-.,..••,.,.,,,i4• :::,, -:, ..,.,:,.„.:...E r '..:..,,...::■].,,. ::::,,: .„....:....1E.i.:,,.':.h::. '.',,,:,:,...,.-,.. ::i,„.'..,:.. ::,::.:: .., ,,.. ,,., of .. ,. etny.hand...:affi ked my,O::•:ffi:::•d•-,;,iarr.:..,Seal, at the City NeWark;:\pv Jersey tneday.and yearfrst,aboVe:Writen. :::'',,..:,•,,.:::..:.:,:..•.,.,••„.„.::„! V4 zA1„..,,...1,;":..,:.:. ''.•: .::::-.•:':: ::: -.::::':. :::''' ":::•''''''' ::: -..”' :''''; . • -: . '. - • - . . ".'.'.'"--''''''''''''-'” ' .4"..-./.*‘•-..."47;i'.-'''.71tAk'''.:...--::i.:!.1.:.' .'..... .:'''';'..:... -,.-.H.1.::i ..'":.:::: .E"":'' '.-'',''' ..'-•'• •-'-' :::;i: ''.,''' :•"•.:-.r.:r....-....(.7 i.' :',:':...'.:.:::::: .. • .::•:'.- ''. . .:' '” '''' .:" ''' '''':::•-• :. :: .:•:- ' .:.,.:-..•-•? .0'.,,z,P.-.....,.,.,./i!A.;7-.;t4.1,-.,''....,. ,:::-.:: ..::,:. ., .. :::, . .. ...-.• . :... .:. .: ' ' - . : . . :......::::' ,. •,:::: :,! 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CERTIFICATION.,:, ::: ,.: „. .•.• .„: .:: , :.: .-.- ::,-.:. : .. .. . ; . •...:•••••:.:.. .::'.•.••1,.tr;e,OnderSign:.-.....,-;-11'7;ffin'ICerrof,INTERNATIONAL.FIOELITY INSURANCE NCE COMPANY'and ALLEGHENY CASUALTY COMPANY do hereby certify that have :::•••:•:::.c6moaredthe.fOregoing copy of:::.ttle I:owe.r of Attorney and affidavit,:and.the.cojo 'of:-..the•ESectionOf the By-Laws i•of seid:.Oornoahnieaf sstof rth,in:Said:••••.: ''':•••• . - : ::.:-':',•: PoWer.:(if Attorney, With„the'originals on'.file„:;!in the home office of said companies, and that the-i..,Sarne'are:correct•trenscripts t ereo,and...7 the whole .•:::-.•••:::::,..,:„::::.:•••': ::::. ::, .":: ::•'. ,,:.,.-- of said originals,and that the Salizipower.!..Of Attorney has not been revoked and is now infull•force,:and„:effect.:::::„•:•.:•: .„,.. •,::, ;•„: ...•, ,-i, „„ •.„ „ ,,„„....<. ,...,... . i ..„ .„, .., n :-.:".. 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ACCORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 4........---- 10/4/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Patriot Risk& Insurance Services CONTACT NAME: 8105 Irvine Center Drive#400 PHONE(A/C,No.Ext): (949)486-7900 FAX(A/C,No): (949)486-7950 Irvine, CA 92618 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# www.patrisk.com 0G55454 INSURER A: Wausau Underwriters Insurance 26042 INSURED INSURER B: Liberty Insurance Corporation 42404 Schuler Engineering Corporation 564 W. Bateman Circle INSURER C: Corona CA 92880 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 14322876 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 ADDL INSR SUBR POLICY NUMBER POLICY EFF I POLICY EXP LIMITS TYPE OF INSURANCE (POLIC YEFF (MM/DDNYYY)EXP A GENERAL LIABILITY YVJZ91459560032 7/1/2012 7/1/2013 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 100 1)00 ✓ COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ _ I CLAIMS-MADE 1l OCCUR MED EXP(Any one person) $ 5,000 ✓ I $10,000 Deductible PERSONAL&ADV INJURY $ 1,000,000 I GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 7 POLICY 171 5p8,- LOC $ vA AUTOMOBILE LIABILITY ASJZ9145956022 7/1/2012 i 7/1/2013 WaMalgJcgtrNGLE LIMIT $ 1,000.000 ✓ ;ANY AUTO I ' BODILY INJURY(Per person) Is I ALL OWNED I SCHEDULED BODILY INJURY(Per accident) _ AUTOS AUTOS $ NON-OWNED PROPERTY DAMAGE ✓1 HIRED AUTOS r✓j AUTOS (Per accidence 1$ $1,000 Comp./Coll.Ded. I$ 1 $ UMBRELLA LIAR B ✓ 1 OCCUR TH7Z91459560042 7/1/2012 7/1/2013 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB $ 5,000,000 EXCESS CLAIMS-MADE AGGREGATE —__l DED L _ j RETENTION$ $ i i$ I A WORKERS COMPENSATION WCJZ91459560012 7/1/2012 7/1/2013 1 WCSTATU- 1 $ i i jOTH-I I AND EMPLOYERS'LIABILITY ✓LORI'LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ 1.000,000 OFFICER/MEMBER EXCLUDED? NIA ---------- _I----- __-- .-- (Mandatory in NH) I I E.L.DISEASE-EA EMPLOYEEI$ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I$ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Re:Emergency Force Main Lining for the Santa Ana Pumping Station Force Main and the 23rd Pumping Station Force Main Project Costa Mesa Sanitary District,and its employees and agents are named as Additional Insured, Primary&Non-Contributory and Waiver of Subrogation as respects to General Liability per endorsements attached where required by written contract.Auto Liability and Workers Compensation Waivers of Subrogation applies per endorsements attached.30 days notice of cancellation, 10 days for non-payment of premium. CERTIFICATE HOLDER t CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Costa Mesa Sanitary District THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 628 West 19th Street ACCORDANCE WITH THE POLICY PROVISIONS, Costa Mesa CA 92627 AUTHORIZED REPRESENTATIVE s' Leonard E.Ziminsky ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD CERT NO.: 14322876 Lisa Andrade 10/4/2012 10:19:54 AM Page 1 of 11 This certificate cancels and supersedes ALL previously issued certificates. 4r THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LIBERTY DirectSolutions for Contractors This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement modifies insurance by broadening the insurance provided by CG 00 01. Index of modified items: Item 1–REASONABLE FORCE Item 2. -NON-OWNED WATERCRAFT EXTENSION Item 3. -ALIENATED PREMISES Item 4. -PROPERTY IN YOUR CARE,CUSTODY OR CONTROL Item 5.-DAMAGE TO PREMISES RENTED TO YOU -EXPANDED COVERAGE Item 6. -BODILY INJURY TO CO-EMPLOYEES Item 7. -HEALTH CARE PROFESSIONALS AS INSUREDS Item 8. -NEWLY FORMED OR ACQUIRED ENTITIES Item 9.-BLANKET ADDITIONAL INSURED AND WAIVER OF SUBROGATION—MANAGERS OR LESSORS OF PREMISES Item 10. -EXPANDED BLANKET ADDITIONAL INSURED AND WAIVER OF SUBROGATION(FOR INSTALLATION EXPOSURES) Item 11.-BLANKET ADDITIONAL INSURED AND WAIVER OF SUBROGATION–PERSON OR ORGANIZATION Item 12. -ADDITIONAL INSURED–ARCHITECTS,ENGINEERS OR SURVEYORS Item 13.-ADDITIONAL INSURED–STATE,MUNICIPALITY OR POLITICAL SUBDIVISION-PERMITS Item 14.-ADDITIONAL INSURED AND WAIVER OF SUBROGATION–LESSOR OF LEASED EQUIPMENT Item 15.-KNOWLEDGE OF OCCURRENCE Item 16. -UNINTENTIONAL ERRORS AND OMISSIONS Item 17. -BODILY INJURY REDEFINITION Item 18. -MOBILE EQUIPMENT REDEFINITION Item 19. -SUPPLEMENTARY PAYMENTS Item 20. -LIBERALIZATION These changes broaden the policy sections described unless differing language is separately endorsed to the coverage part. Item 1. -REASONABLE FORCE Exclusion a. of Coverage A is replaced by the following: a. Expected or Intended injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Item 2. -NON-OWNED WATERCRAFT EXTENSION Subparagraph g.(2)of Exclusion g.of Coverage A(Section I-Coverages)is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 55 feet long;and (b) Not being used for public transportation or as a common carrier. Item 3. -ALIENATED PREMISES 1. Subparagraph j.(2) of Exclusions of Section I – Coverages – Bodily Injury And Property Damage Liability is replaced by the following: LG31800907 Page 1of8 CERT NO.: 14322876 Lisa Andrade 10/1/2012 10:19:54 AM Page 2 of 11 This certificate cancels and supersedes ALL previously issued certificates. (2) Premises you sell,give away,or abandon,if the"property damage"arises out of any part of those premises,and occurs from hazards that were known by you,or should have reasonably been known by you,at the time the property was transferred or abandoned. Item 4.-PROPERTY IN YOUR CARE,CUSTODY OR CONTROL 1. Subparagraphs (3)and (4)of exclusion j.of coverage A.do not apply except to (a) borrowed equipment,or (b) "property damage" to property in your care,custody and control while in transit. This insurance does not apply to any portion of a loss for which the insured has available any other valid and collectible insurance,whether primary,excess,contingent,or on any other basis,unless such other insurance was specifically purchased by the insured to apply in excess of this policy. 2. Limits of Insurance Subject to Paragraphs 2., 3., and 5. of Section III — Limits Of Insurance, the most we will pay for insurance provided by paragraph 1.,above is: $10,000 Each Occurrence Limit $25,000 Aggregate Limit The Each Occurrence Limit for this coverage applies to all damages as a result of any one "occurrence" regardless of the number of persons or organizations who sustain damage because of that"occurrence." The Aggregate Limit is the most we will pay for the sum of all occurrences covered by this provision. Item 5.-DAMAGE TO PREMISES RENTED TO YOU -EXPANDED COVERAGE A. Fire,Lightning Or Explosion Damage The last paragraph of 2. Exclusions under Section I—Coverage A is replaced by the following: Exclusions c. through n. do not apply to damage to premises rented to you or temporarily occupied by you � PC J � P 5 � J Y by l with permission of the owner when the damage is caused by fire,lightning,or explosion or subsequent damages resulting from such fire, lightning or explosion, including water damage. A separate limit of insurance applies to this coverage as described in Section llI—Limits of Insurance. B.Limits for Damage to Premises Rented to You Paragraph 6.of Section l:I.L—Limits of Insurance is replaced by the following: Subject to 5. above, the Damage to Premises Rented to You Limit is the most we will pay under Coverage A for any combination of: (a) damage caused by fire,lightning,or explosion or subsequent damages resulting from such fire, lightning or explosion,including water damage to premises rented to you,or temporarily occupied by you with permission of the owner;and (h) "property damage"(other than damage by fire) to premises,including the contents of such premises,rented to you for a period of 7 or fewer consecutive days. Item 6.-BODILY INJURY TO CO-EMPLOYEES 1. Subject to the Each Occurrence Limit and the General Aggregate Limit,Paragraphs 2.a.(1)(a), (b) and(c) of SECTION II—Who Is an Insured do not apply to your supervisory or management"employees" for"bodily injury"only. 2. Subject to the Each Occurrence Limit and the General Aggregate Limit,Paragraphs 2.a.(1)(a), (b)and(c)of SECTION II—Who Is an Insured do not apply to your"employees" or"volunteer workers" for"bodily injury" arising out of a Good Samaritan act to a co-"employee" or co-"volunteer worker." A Good Samaritan act means an attempt to rescue or aid a person in imminent or serious peril,provided the attempt is not recklessly made. Damages owed to an injured co-"employee" or "volunteer worker" will be reduced by any amount paid or available to the injured co-"employee"or"volunteer worker"under any other valid and collectible insurance. LG31800907 Page2of8 CERT NO.: 14322876 Lisa Andrade 10/4/2012 10:19:54 AM Page 3 of 11 This certificate cancels and supersedes ALL previously issued certificates. Item 7.-HEALTH CARE PROFESSIONALS AS INSUREDS Paragraph 2.a. (1) (d)of Section II–Who Is An Insured is deleted unless: (i) You are engaged in the occupation or business of providing or offering medical,surgical,dental,x-ray or nursing services,treatment,advice or instruction;or (ii) The "employee" has any other insurance that would also cover claims arising under this provision,whether the other insurance is primary,excess,contingent or on any other basis. Item 8.-NEWLY FORMED OR ACQUIRED ENTITIES Paragraph 3.of Section II–Who Is An Insured is replaced by the following: 3. Any organization,other than a joint venture,you newly acquire or form and over which you maintain majority ownership or majority interest,will qualify as a Named Insured if there is no other similar insurance available to that organization. a. Coverage under this provision is afforded only until i. the 180th day after you acquire or form the organization;or ii. separate coverage is purchased for the organization;or iii. the end of the policy period, whichever is earlier. b. Coverage A does not apply to"bodily injury"or"property damage"that occurred before you acquired or formed the organization;and c. Coverage B does not apply to"personal and advertising injury"arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any past partnership,current or past joint venture or past limited liability company that is not shown as a Named Insured in the Declarations. Item 9. - BLANKET ADDITIONAL INSURED AND WAIVER OF SUBROGATION—MANAGERS OR LESSORS OF PREMISES A. Section II–Who Is An Insured is amended to include as an insured any manager or lessor of premises leased by you in which the written lease agreement obligates you to procure additional insured coverage,provided that: 1. the "bodily injury", "property damage" or "personal and advertising injury" giving use to liability occurs subsequent to the execution of the agreement;and 2. the written agreement is in effect at the time of the "bodily injury", "property damage", "personal and advertising injury"for which coverage is sought. That person or organization shall be referred to as the additional insured. The coverage afforded to the additional insured is limited to liability in connection with the ownership, maintenance or use of the premises leased to you and caused, in whole or in part, by some negligent acts or omissions of you, your employees, your agents, or your subcontractors. There is no coverage for the additional insured for "bodily injury", "property damage"or "personal and advertising injury"arising out of the sole negligence of the additional insured or by those acting on behalf of the additional insured,except as provided below. If the written agreement to indemnify an additional insured requires that you indemnify the additional insured for its sole negligence, then the coverage for the additional insured shall conform to that agreement; provided, however, that the contractual indemnification language of the agreement is valid under the law of the state where the agreement was formed. If the written agreement provides that a particular state's law will apply,then such provision will he honored. B. Waiver Of Subrogation For any additional insured that obtains insured status on this policy through paragraph A.,above, we waive any right of recovery we may have against the additional insured because of payments we make for "bodily injury", `property damage" or"personal and advertising injury" to which this insurance applies. C. Exclusions This insurance does not apply to: 1. Any"occurrence"that takes place after you cease to be a tenant in that premises. LG 31 80 09 07 Page 3 of 8 CERT NO.: 14322876 Lisa Andrade 10/4/2012 10:19:54 AM Page 4 of 11 This certificate cancels and supersedes ALL previously issued certificates. 2. Any construction,renovation,demolition or installation operations performed by or on behalf of the Additional Insured. 3. Any premises for which coverage is excluded by endorsement. D. Other Insurance The insurance provided by this endorsement applies only to coverages and limits of insurance required by written agreement,but in no event exceeds either the scope of coverage or the limits of insurance available within this policy. This insurance shall be excess over any other insurance available to the additional insured, whether such insurance is on an excess, contingent or primary basis, unless you are obligated under a written agreement to provide liability insurance for that additional insured on any other basis. In that event, this policy will apply solely on the basis required by such written agreement. To the extent that the additional insured has the right to pursue any other insurance carrier for coverage, including a defense,we shall share that right with the additional insured. Item 10. - EXPANDED BLANKET ADDITIONAL INSURED AND WAIVER OF SUBROGATION (FOR INSTALLATION EXPOSURES) A. Section II — Who Is An Insured is amended to include as an insured any person or organization to whom you are obligated by a written agreement to procure additional insured coverage,provided that: 1. the "bodily injury," "property damage," or "personal and advertising injury" giving rise to liability occurs subsequent to the execution of the written agreement;and 2. the written agreement is in effect at the time of the "bodily injury," "property damage," or "personal and advertising injury" for which coverage is sought. That person or organization shall be referred to as the additional insured. The coverage afforded to the additional insured is limited to liability caused,in whole or in part,by the negligent acts or omissions of you,your employees,your agents,or your subcontractors,in the performance of your ongoing operations. This insurance does not apply to "bodily injury," or"property damage," "personal and advertising injury" arising out of "your work"included in the "products-completed operations hazard"unless you are required to provide such coverage for the additional insured by the written agreement, and then only for the period of time required by the written agreement and only for liability caused, in `C'hole or m part, by the negligent acts or omissions of you, your employees, your agents,or your subcontractors. There is no coverage for the additional insured for "bodily injury", "property damage" or "personal and advertising injury" arising out of the sole negligence of the additional insured or by those acting on behalf of the additional insured, except as provided below. If the written agreement to indemnify an additional insured requires that you indemnify the additional insured for its sole negligence, then the coverage for the additional insured shall conform to that agreement; provided, however, that the contractual indemnification language of the agreement is valid under the law of the state where the agreement was formed. If the written agreement provides that a particular state's law will apply,then such provision will be honored. B. Waiver Of Subrogation For any additional insured that obtains insured status on this policy through paragraph A., above,we waive any right of recovery we may have against the additional insured because of payments we make for "bodily injury", "property damage"or"personal and advertising injury" to which this insurance applies. C. Exclusions With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: LG 31 80 09 07 Page 4 of 8 CERT NO.: 14322876 Lisa Andrade 10/4/2012 10:18:51 AM Page 1 of 11 This certificate cancels and supersedes ALL previously issued certificates. This insurance does not apply: 1. to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render,any professional architectural,engineering or surveying services,including: a. The preparing, approving,or failing to prepare or approve,maps,shop drawings,opinions,reports,surveys, field orders,change orders or drawings and specifications;or b. Supervisory,inspection,architectural or engineering activities. 2. to "bodily injury" or "property damage" that occurs during the ongoing operations of a project where you have purchased an Owners & Contractors Protective Liability or Railroad Protective Liability Policy for the additional insured. 3. when coverage is available under a consolidated (wrap up) insurance program in which you are involved. D. Other Insurance The insurance provided by this endorsement applies only to coverages and limits of insurance required by written agreement,but in no event exceeds either the scope of coverage or the limits of insurance available within this policy. This insurance shall be excess over any other insurance available to the additional insured,whether such insurance is on an excess, contingent or primary basis,unless you are obligated under a written agreement to provide liability insurance for that additional insured on any other basis. In that event, this policy will apply solely on the basis required by such written agreement. To the extent that the additional insured has the right to pursue any other insurance carrier for coverage, including a defense,we shall share that right with the additional insured. Item 11.-BLANKET ADDITIONAL INSURED AND WAIVER OF SUBROGATION—PERSON OR ORGANIZATION A. Section II—Who Is An Insured is amended to include as an additional insured any person or organization to whom you are obligated by a written agreement to procure additional insured coverage, but only with respect to liability for "bodily injury", "property damn e" or "personal and advertising injury" caused, in whole or in part, by your acts or 5 j g g l , p 5 omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations;or 2. In connection with premises owned by you provided that: (a) the "bodily injury", "property damage" or "personal and advertising injury" giving rise to liability occurs subsequent to the execution of the agreement;and (b) the written agreement is in effect at the time of the "bodily injury", "property damage", "personal injury" or "advertising injury"for which coverage is sought. That person or organization shall be referred to as the additional insured. There is no coverage for the additional insured for "bodily injury", "property damage" or "personal and advertising injury"arising out of the sole negligence of the additional insured or by those acting on behalf of the additional insured, except as provided below. If the written agreement to indemnify an additional insured requires that you indemnify the additional insured for its sole negligence, then the coverage for the additional insured shall conform to that agreement; provided, however, that the contractual indemnification language of the agreement is valid under the law of the state where the agreement was formed. If the written agreement provides that a particular state's law will apply,then such provision will be honored. B. Waiver Of Subrogation For any additional insured that obtains insured status on this policy through paragraph A.,above,we waive any right of recovery we may have against the additional insured because of payments we make for "bodily injury", "property damage"or"personal and advertising injury" to which this insurance applies. LG 31 80 09 07 Page 5 of 8 CERT NO.: 14322876 Lisa Andrade 10/4/2012 10:19:54 AM Page 6 of 11 This certificate cancels and supersedes ALL previously issued certificates. • C. Exclusions This insurance does not apply to: 1. Any premises or equipment leased to you. 2. Any construction,renovation,demolition or installation operations performed by or on behalf of you,or those operating on your behalf. D. Other Insurance The insurance provided by this endorsement applies only to coverages and limits of insurance required by written agreement,but in no event exceeds either the scope of coverage or the limits of insurance available within this policy. This insurance shall be excess over any other insurance available to the additional insured,whether such insurance is on an excess, contingent or primary basis, unless you are obligated under a written agreement to provide liability insurance for that additional insured on any other basis. In that event, this policy will apply solely on the basis required by such written agreement. To the extent that the additional insured has the right to pursue any other insurance carrier for coverage, including a defense,we shall share that right with the additional insured. Item 12. -ADDITIONAL INSURED—ARCHITECTS,ENGINEERS OR SURVEYORS A. Section II —Who Is An Insured is amended to include as an additional insured any architect, engineer, or surveyor engaged by you but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In connection with your premises;or 2. In the performance of your ongoing operations. B. With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you,including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders,change orders or drawings and specifications;or 2.Supervisory,inspection,architectural or engineering activities. Item 13.-ADDITIONAL INSURED—STATE,MUNICIPALITY OR POLITICAL SUBDIVISION-PERMITS Section II — Who Is An insured is amended to include as an additional insured any state, municipality or political subdivision with respect to any operations performed by you, or on your behalf, for which the state, municipality or political subdivision has issued a permit However,this insurance does not apply to: 1. "Bodily injury," "property damage" or "persona' and advertising injury" arising out of operations performed for the state,municipality or political subdivision;or 2. Any "bodily injury" or "property damage" included within the "products-completed operations hazard", except when required by written contract or agreement initiated prior to loss;or 3. `Bodily, injury," "property damage" or "personal and advertising injury," unless negligently caused, in whole or in part,by you or those acting on your behalf. Item 14.-ADDITIONAL INSURED AND WAIVER OF SUBROGATION—LESSOR OF LEASED EQUIPMENT A. Section II - Who Is An Insured is amended to include as an additional insured any person or organization from whom you lease equipment when you and such person or organization have agreed in a written agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part,by your maintenance,operation or use of equipment leased to you by such person or organization. There is no coverage for the additional insured for "bodily injury", "property damage" or "personal and advertising injury" arising out of the sole negligence of the 'additional insured or by those acting on behalf of the additional insured. LG 31 80 09 07 Page 6 of 8 CERT NO.: 14322876 Lisa Andrade 10/4/2012 10:19:54 AM Page 7 of 11 This certificate cancels and supersedes ALL previously issued certificates. A person's or organization's status as an additional insured under this endorsement ends when the agreement with you for such leased equipment ends. B.Waiver of Subrogation For any additional insured that obtains insured status on this policy through paragraph A., above,we waive any right of recovery we may have against the additional insured because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. C. Other Insurance This insurance shall be excess over any other insurance available to the additional insured,whether such insurance is on an excess, contingent or primary basis, unless you are obligated under a written agreement to provide liability insurance for that additional insured on any other basis. In that event, this policy will apply solely on the basis required by such written agreement. To the extent that the additional insured has the right to pursue any other insurance carrier for coverage, including a defense,we shall share that right with the additional insured. Item 15.-KNOWLEDGE OF OCCURRENCE Subparagraph 2.a., b. and c. of Condition 2. Section IV— Commercial General Liability Conditions are amended to add the following: As used in this paragraph, the word "you" refers to an"executive officer",partner,member or legal representative,and any other"employee"with insurance or risk management responsibilities. Item 16.-UNINTENTIONAL ERRORS AND OMISSIONS Paragraph 6. of Section IV—Commercial General Liability Conditions is amended to add the following: Any unintentional error or omission in the description of, or failure to completely describe, any premises or operations intended to be covered by this policy will not invalidate or affect coverage for those premises or operations. However,you must report such error or omission to us as soon as practicable after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non- renewal. Item 17.-BODILY INJURY REDEFINITION The definition of"bodily injury"in Section V-DEFINT-1IONS section is replaced by the following: "Bodily injury" means bodily injury,sickness or disease sustained by a person. It includes death or mental anguish, which results at any time from such physical harm,physical sickness or physical disease. Mental anguish means any type of mental or emotional illness or distress. Item 18. -MOBILE EQUIPMENT REDEFINITION Paragraph 12. f.(1) (a), (b) and (c) of Section V—Definitions does not apply to self-propelled vehicles of less than 1000 pounds gross vehicle weight. Item 19. -SUPPLEMENTARY PAYMENTS Section I - Coverages, Supplementary Payments - Coverages A and B, item 1. b. and 1. d., respectively, are replaced with: b. Up to$2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit"including substantiated loss of earnings up to$500 a day because of time off from work. LG 31 80 09 07 Page 7 of 8 CERT NO.: 14322876 Lisa Andrade 10/4/2012 10:19:54 AM Page 8 of 11 This certificate cancels and supersedes ALL previously issued certificates. Item 20.-LIBERALIZATION Section IV-Commercial General Liability Conditions is amended to add the following: 10. Liberalization If we adopt a change in our forms or rule which would broaden your coverage without an extra charge,the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your state. This endorsement is executed by the Premium $ Effective Date 7/1/2012 Expiration Date 7/1/2013 For attachment to Policy No.YVJZ91459560032 Audit Basis issued To Schuler Engineering Corporation .3010 e SECRETARY PRESIDENT ii Countersigned by A ut t_..er..._d Representative Issued Sales Office and No. End.Serial No.s LG31800907 Page 8of8 CERT NO.: 14322876 Lisa Andrade 10/4/2012 10:19:51 AM Page 9 of 11 This certificate cancels and supersedes ALL previously issued certificates. ASJZ9145956022 Schuler Engineering Corporation XXIII. LIMITED MEXICO COVERAGE WARNING AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY- NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER. IN SOME CASES THE COVERAGE PROVIDED UNDER THIS ENDORSEMENT MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING INTO MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR BEYOND 25 MILES FROM THE BOUNDARY OF THE UNITED STATES OF AMERICA. A. Coverage 1. Paragraph B. 7 of SECTION IV- BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The"accident" or"loss"occurs within 25 miles of the United States border; and b. While on a trip into Mexico for 10 days or less; 2. For coverage provided by this Section of the endorsement, Paragraph B.5. Other Insurance in SECTION IV- BUSINESS AUTO CONDITIONS is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following: If a "loss"to a covered "auto" occurs in Mexico, we will pay for such "loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual cash value, of such "loss"at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered "auto" is not principally garaged and principally used in the United States. 2. To any"insured"who is not a resident of the United States. XXIV-WAIVER OF SUBROGATION Paragraph A.5. in SECTION IV- BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of accident, to waive rights of recovery against such person or organization. AC 84 07 05 09 Copyright 2008 Liberty Mutual. All rights reserved. Page 10 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CERT NO.: 14322876 Lisa Andrade 10/9/2012 10:19,59 AM Page 10 of 11 This certificate cancels and supersedes A.LL previously issued certificates. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the'work described in the Schedule. The additional premium for this endorsement shall be %of the California workers'compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description WHERE REQUIRED BY WRITTEN CONTRACT WHERE REQUIRED BY WRITTEN CONTRACT This endorsement is executed by the Premium$ Effective Date 7/1/2012 Expiration Date 7/1/2013 For attachment to Policy No. WCJZ91459560012 WC 04 03 06 Page 1 of 1 ED:411984 CERT NO.: 14322876 Lisa Andrade 10/4/2012 10:19:54 AM Page 11 of 11 This certificate cancels and supersedes ALL previously issued certificates.