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17-140 O'Grady Paving, Inc., 2017 Pavement Maintenance Phase 3, Project No. 2017-111Project No. 2017-111 DOCUMENT 00650 AGREEMENT AND RELEASE OF ANY AND ALL CLAIMS THIS AGREEMENT AND RELEASE OF ANY AND ALL CLAIMS ("Agreement and Release"), made and entered into this /?flt._ day of April, 2018, by and between the City of Cupertino ("City"), and O'Grady Paving Inc . ("Contractor"), whose place of business is at 2513 Wyandotte Street, Mountain View, CA 94043. RECITALS A. City and Contractor entered into Contract Number 2018-262 (the "Contract"). B . The Work under the Contract has been completed. Now, therefore, it is mutually agreed between City and Contractor as follows: AGREEMENT I. Contractor will not be assessed liquidated damages except as detailed below: Original Contract Sum Modified Contract Sum Payment to Date Liquidated Damages Payment Due Contractor $2,250,943 .75 $ 2,386,151,73 $ 2 ,266,844 .13 $0 $1 I 9,307.60 2 . Subject to the provisions of this Agreement and Release, City will forthwith pay to Contractor the sum of$ One Hundred Nineteen Thousand, Three Hundred Seven Dollars and 60 Cents ($119,307.60) under the Contract, less any amounts withheld under the Contract or represented by any Notice to Withhold Funds on file with City as of the date of such payment. 3. Contractor acknowledges and hereby agrees that there are no unresolved or outstanding claims in dispute against City arising from the Contract, except for the claims described in paragraph 4 of this Document 00650. It is the intention of the parties in executing this Agreement and Release that this Agreement and Release shall be effective as a full, final and general release of all claims, demands, actions, causes of action, obligations, costs, expenses, damages, losses and liabilities of Contractor against City, and all if its agents, employees, consultants (including without limitation Consulting Cupertino), inspectors, representatives, assignees and transferees except for the Disputed Claims set forth in paragraph 4 of this Document 00650 . Nothing in this Agreement and Release shall limit or modify Contractor's continuing obligations described in paragraph 6 of this Document 00650. 4. The following claims are disputed (hereinafter, the "Disputed Claims") and are specifically excluded from the operation of this Agreement and Release: Claim No. Date Submitted Description of Claim Amount of Claim City of Cupertino Agreement and Release of Any and All Claims 2017 Pavement Maintenance Phase 3 00650 -1 Project No. 2017-111 5. Consistent with California Public Contract Code Section 7100, Contractor hereby agrees that, in consideration of the payment set forth in paragraph 2 of this Document 00650, Contractor hereby releases and forever discharges City, and all of its agents, employees, consultants, inspectors, assignees and transferees from any and all liability, claims, demands, actions or causes of action of whatever kind or nature arising out of or in any way concerned with the Work under the Contract 6. Guarantees and warranties for the Work, and any other continuing obligation of Contractor, shall remain in full force and effect as specified in the Contract Documents. 7. Contractor shall immediately defend, indemnify and hold harmless the City of Cupertino, Santa Clara County, its Architect, any of their Representatives, and all of their agents, employees, consultants, inspectors, assignees and transferees, from any and all claims, demands, actions, causes of action, obligations, costs, expenses, damages, losses and liabilities that may be asserted against them by any of Contractor's suppliers and/or Subcontractors of any tier and/or any suppliers to them for any and all labor, materials, supplies and equipment used, or contemplated to be used in the performance of the Contract, except for the Disputed Claims set fo1th in paragraph 4 of this Document 00650. 8. Contractor hereby waives the provisions of California Civil Code Section 1542, which provides as follows: A general release does not extend to claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him, must have materially affected his settlement with the debtor. 9. The provisions of this Agreement and Release are contractual in nature and not mere recitals and shall be considered independent and severable, and if any such provision or any pa1t thereof shall be at any time held invalid in whole or in part under any federal, state, county, municipal or other law, ruling, or regulation, then such provision, or pait thereof shall remain in force and effect only to the extent permitted by law, and the remaining provisions of this Agreement and Release shall also remain in full force and effect, and shall be enforceable . I 0. Contractor represents and warrants that it is the true and lawful owner of all claims and other matters released pursuant to this Agreement and Release, and that it has full right, title and authority to enter into this instrument. Each patty represents and warrants that it has been represented by counse l of its own choosing in connection with this Agreement and Release. 11 . All rights of City shall survive completion of the Work or termination of the Contract, and execution of this Agreement and Release. City of Cupertino Agreement and Release of Any and All Claims 2017 Pavement Ma intenance Phase 3 00650 -2 ' I i I ' I l l ' ! I ! I J ~ ~ i I I j I ' • I I ***CAUTION: THIS IS A RELEASE-READ BEFORE EXECUTING*** THE CITY OF CUPERTINO, a Municipal Corporation of the State of California ATTEST: r,./2 ~' 'J1:: S-----(-t J [lylerkl [City eyl _A~f_l<_I L~J.6 ____ _,, 20 J8 END OF DOCUMENT Project No . 2017-111 City of Cupettino Agreement and Release of Any and All Claims 2017 Pavement Maintenance Phase 3 00650 -3 RECORDING REQUESTED BY City of Cupertino WHEN RECORDED MAIL TO City Clerk's Office City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3255 NO FEE IN ACCORDANCE WITH GOV. CODE 27283 23873697 Regina Alcomendras Santa Clara County -Clerk-Recorder 02/22/2018 01:30 PM Pages: 3 (SPACE ABOVE THIS LINE FOR RECORDER'S USE) NOTICE OF COMPLETION CITY PROJECT NAME: 2017 Pavement Maintenance Phase 3 City Project No. 2017-111 '631 Original D For Fast Endorsement CUPERTINO Recording Requested By: When Recorded Mail To: City of Cupertino 10300 Torre Ave. Cupertino, CA 95014 SPACE ABOVE THIS LINE IS FOR RECORDER'S USE NOTICE OF COMPLETION Civil Code§§ 8182, 8184, 9204, and 9208 NOTICE IS HEREBY GIVEN THAT: 1. The undersigned is the agent of the owner of the project described below. 2 . Owner's full name is : City of Cupertino , California. 3 . Owner's address is : City Hall, 10300 Torre Ave ., Cupertino, CA 95014. 4 . The nature of owner's interest in the project is : _ Fee Ownership Lessee _x_ Other: Right-of-Way 5. Construction work on the project performed on the owner's behalf is generally described as follows : 2017 Pavement Maintenance Phase 3, (City project No . 2017-111) 6 . The name of the original contractor for the project is : O 'Grady Paving Inc . 7. The project was completed on : February 20 , 2018. 8 . The project is located at: Portions of Stevens Creek Blvd , De Anza Blvd and Wolfe Rd, Cupertino , CA. Verification: In signing this document, I, the undersigned, declare under penalty of perjury under the laws of the State of California that I have read this notice , and I know and understand the contents of this notice, and that the facts stated in this notice are true and corre 2/ 2.7_/ 13' ; Santa Clara County Date and Place (d : Timm Borden Director of Public Works and City Engineer "NO FEE" City of Cupertino NOTICE OF COMPLETION is hereby given in order to comply with the provisions of Section 27283 of the Government Code. This is to certify that the Notice of Completion dated February 22, 2018 for CITY PROJECT NAME: 2017 Pavement Maintenance Phase 3 City Project No. 2017-111 and the City of Cupertino, a governmental agency is hereby accepted by the City of Cupertino on February 22, 2018 and the grantee consents to recordation thereof by its duly authorized officer. I certify under Penalty of Perjury under the laws of the State of California that the foregoing paragraph is true and correct. Dated: By: February 22, 2018 Lauren Sapudar Senior Office Assistant Proj e ct No. 201 7 -111 DOCUMENT 00520 CONTRACT "cl THIS CONTRACT, dated this a!._ day of fli ~ , 20 _t3:, by and between O'GRADY PAVING INC. whose place of business is located at 2313 Wyandotte Stre, Mountain View, CA 94043-2314 ("Contractor"), and the CITY OF CUPERTINO, a Municipal Corporation of the State of California ("City") acting under and by virtue of the authority vested in the City by the laws of the State of California. WHEREAS , City, on the li!:_ day of ~UJt , 20 i1'-awarded to Contractor the following Project: PROJECT NUMBER 2017-111 2017 PAVEMENT MAINTENANCE PHASE 3 NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth , Contractor and City agree as follows: Article I. Work 1.1 Contractor shall complete all Work specified in the Contract Documents, in accordance with the Specifications, Drawings, and all other terms and conditions of the Contract Documents. Article 2. Agency and Notices to City 2.1 City has designated Roger Lee to act as City 's Authorized Representative(s), who will represent City in performing City's duties and responsibilities and exercising City's rights and authorities in Contract Documents. City may change the individual(s) acting as City's Authorized Representative(s), or delegate one or more specific functions to one or more specific City 's Representatives, including without limitation engineering, architectural , inspection and general administrative functions , at any time with notice and without liability to Contractor. Each City 's Representative is the beneficiary of all Contractor obligations to City, including without limitation, all releases and indemnities. 2 .2 City has designated Pavement Engineering Inc. as Consultant. City may change the identity of the Consultant at any time with notice and without liability to Contractor. 2.3 City has designated Paul Curren to act as Construction Manager. City may change the identity of the Construction Manager at any time with notice and without liability to Contractor. 2.4 All notices or demands to City under the Contract Documents shall be to City 's Authorized Representative at: I 0300 Torre Avenue, Cupertino, California 95014 or to such other person(s) and address( es) as City shall provide to Contractor. Article 3. Contract Time and Liquidated Damages 3.1 Contract Time. The Contract Time will commence to run on the date indicated in the Notice to Proceed . City may give a Notice to Proceed at any time within 30 Days after the Notice of Award. Contractor shall not do any Work at the Site prior to the date on which the Contract Time commences. to run. Contractor shall achieve Final Completion of the entire Work and be ready for Final Payment in accordance with Section 00700 (General Conditions) within 60 working days. All work s hall be complete by December 1, 2017 . City of Cupertino 005 20 -I Contract 201 7 Pa ve me nt Mainte nance Phase 3 Project No. 20 17-111 3.2 Liquidated Damages. City and Contractor recognize that time is of the essence of this Contract and that City will suffer financial loss in the form of contract administration expenses (such as project management and consultant expenses), if all or any part of the Work is not completed within the times specified above, plus any extensions thereof allowed in accordance with the Contract Documents. Consistent with Document 00700 (General Conditions), Contractor and City agree that because of the nature of the Project, it would be impractical or extremely difficult to fix the amount of actual damages incurred by City because of a delay in completion of all or any part of the Work. Accordingly, City and Contractor agree that as liquidated damages for delay Contractor shall pay City: 3.2.1 $5,000 per Calendar Day per location for failure to place temporary markers prior to opening asphalt areas to traffic. 3.2 .2 $1,000 per Calendar Day per street for failure to install permanent striping within 21 calendar days. 3.2.3 $100 per Calendar day for each traffic signal loop not replaced within two weeks following the damage. 3.2.4 $250 per location per day for failure to adjust utilities to finish grade within 72 hours of final paving. 3.2.5 $3,000 for each occun-ence of a violation of Document 00800 , Section 1.7 WORK DA VS AND HOURS. 3.2.6 Three Months Salary for each Key Personnel named in Contractor's SOQ pursuant to Article 2 .G of Document 00450 (Statement of Qualifications for Construction Work) who leaves the Project and /or Contractor replace s at any point before Final Completion , for any reason whatsoever, that Contractor can demonstrate to City's satisfaction is beyond Contractor's control. Liquidated damages shall apply cumulatively and , except as provid e d below, shall be presumed to be the damages suffered by City resulting from delay in completion of the Work. Contractor s hould be aware that California Depaiiment of Fish and Game, and other State and Federal agencies, may also levy fines and penalties for the harming, harassing or killing of protected wildlife and endangered species. Contractor hereby agrees to become familiar with and adhere to wildlife and endangered species protection requirements. 3.3 Liquidated damages for delay shall only cover administrative, overhead , interest on bond s, and general loss of public use damages suffered by City as a result of delay. Liquidated damages shall not cover the cost of completion of the Work, damages resulting from defective Work, lost revenues or costs of substitute facilities, or damages suffered by others who then seek to recover their damages from City (for example, delay claims of other contractors , subcontractors, tenants , or other third-patiies), and defen se costs thereof. Article 4 . Contract Sum 4.1 City s hall pay Contractor the Contract Sum for completion of Work in accordance with Contract Documents as set forth in Co ntractor 's Bid, attached hereto: See Exhibit "A" attached C ity of C up ertino 00520 -2 Co ntract 2 017 Pa ve me nt Maintenance Phase 3 Project N o. 2017-111 Article 5. Contractor's Representations In order to induce City to enter into this Contract, Contractor makes the following representations and warranties: 5. I Contractor has visited the Site and has examined thoroughly and understood the nature and extent of the Contract Documents, Work, Site, locality, actual conditions, as-bui lt conditions , and all local conditions, and federa l, state and local laws and regulations that in any manner may affect cost, progress, performance or furnishing of Work or which relate to any aspect of the means , methods, techniques , sequences or procedures of construction to be employed by Contractor and safety precautions and programs incident thereto. 5.2 Contractor has examined thoroughly and understood all reports of exploration and tests of subsurface conditions, as-built drawings , drawings , products specifications or reports , available for Bidding purposes , of physical conditions, including Underground Faci liti es, which are identified in Document 00320 (Geotechnica l Data, Hazardous Materials Surveys and Existing Conditions), or which may appear in the Drawings. Contractor accepts the determination set forth in these Documents and Document 00700 (General Conditions) of the limited extent of the information contained in such materials upon which Contractor may be entitled to rely . Contractor agrees that except for the information so identified , Contractor does not and shall not rely on any other information contained in such reports and drawings. 5 .3 Contractor has conducted or obtained and has understood all such examinations , investigations, explorations, tests, reports and studies (in addition to or to supp lement those referred to in Section 5.2 of this Document 00520) that pe1iain to the subsurface conditions, as-built conditions , underground facilities , and all other physical conditions at or contiguous to the Site or otherwise 'that may affect the cost, progress, performance or furnishing of Work, as Contractor considers necessary for the performance or furnishing of Work at the Contract Sum , within the Contract Time and in accordance with the other terms and condition s of the Contract Documents, including specifically the provisions of Document 00700 (General Conditions); and no additional exam in ations, investigations, explorations , tests , reports, studies or similar information or data are or will be required by Contractor for such purposes. 5.4 Contractor has corre lated its knowledge and the results of all such observations , examinations, investigations , explorations , tests , reports and studies with the terms and conditions of the Contract Documents. 5 .5 Contractor has given City prompt written notice of all conflicts , errors , ambiguities, or discrepancies that it has discovered in or among the Contract Documents and as-built drawings and actual conditions and the written resolution thereof through Addenda issued by City is acceptable to Contractor. 5 .6 Contractor is duly organized , existing and in good stand in g under applicable state law, and is duly qualified to conduct business in th e State of California. 5 .7 Contracto r has duly authorized the execution , delivery and performance of this Contract, the other Contract Documents and the Work to be performed herein. The Contract Documents do not vio late or create a default under any instrument, contract, order or decree binding on Contractor. 5 .8 Contractor has listed Subcontractors pursuant to the Subcontractor Listing Law, California Public Contracting Code §4100 et se q. in document 00340 (Subcontractors List) Article 6. Contract Documents 6.1 Contract Documents consist of the following documents , including all change s, addenda, and modifications thereto: C ity of C up ertin o Document 00400 Bid Ponn Document 00430 Subcontractors List Document 00450 Statement of Qualification s Document 0048 I on-Collu s ion Affidavit Document 00482 Bidder Ce1iifications Document 00510 Notice of A ward 00520 -3 20 17 Pavement Ma inte nance Phase 3 Contract Document 00520 Contract Document 00530 Insurance Forms Document 00550 otice to Proceed Document 00610 Construction Performance Bond Document 00620 Construction Labor and Material Payment Bond Document 00630 Guaranty Document 00650 Agreement and Release of Any and All Claims Document 00660 Substitution Request Form Document 00680 Escrow Agreement for Security Deposit in Lieu of Retention Document 00700 General Conditions Document 00800 Special Conditions Document 00820 Special Environmental Conditions Document 00821 Insurance Document 00822 Apprenticeship Program Technical Specification/Special Provisions Addenda(s) Drawings/Plans Project No. 2017-111 6.2 There are no Contract Documents other than those listed in this Document 00520 , Article 6. Document 00320 (Geotechnical Data, Hazardous Material Surveys and Existing Conditions), and the information supplied therein, are not Contract Documents. The Contract Documents may only be amended , modified or supplemented as provided in Document 00700 (General Conditions). · Article 7. Miscellaneous 7.1 Terms used in this Contract are defined in Document 00700 (General Conditions) and will have the meaning indicated therein. 7 .2 It is understood and agreed that in no instance are the persons signing this Contract for or on behalf of City or acting as an employee, agent, or representative of City, liable on this Contract or any of the Contract Documents, or upon any warranty of authority, or otherwise, and it is further understood and agreed that liability of the City is limited and confined to such liability as authorized or imposed by the Contract Documents or applicable law. 7.3 Contractor shall not assign any portion of the Contract Documents, and may subcontract portions of the Contract Documents only in compliance with the Subcontractor Listing Law, California Public Contracting Code §4100 et seq. 7.4 The Contract Sum includes all allowances (if any). 7 .5 In entering into a public works contract or a subcontract to supply goods, services or materials pursuant to a public works contract, Contractor or Subcontractor offers and agrees to assign to the awarding body all rights, title and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. §15) or under the Cartwright Act (Chapter 2 ( commencing with Section 16700) of Paii 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time City tenders final payment to Contractor, without further acknowledgment by the paiiies. 7.6 Copies of the general prevai ling rates of per diem wages for each craft, classification, or type of worker needed to execute the Contract, as determined by Director of the State of California Depatiment of Industrial Relations, are deemed included in the Contract Documents and on file at City's office, or may be obtained of the State of California web site http://www.dir.ca.gov/DLSR/PWD/No1thern.html and shall be made available to any interested pa1iy on request. Pursuant to Section 1861 of the Labor Code, Contractor represents that it is 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 Contractor shall comply with such provision s before commencing the performance of the Work of the Contract Documents . C ity ofCupe1tino 00520 -4 Contract 2017 P ave ment Maintenance Phase 3 Project No. 20 17-111 7 .7 Should any part, term or provision of this Co ntract or any of the Contract Documents, or any document required herein or therein to be executed or delivered , be declared invalid , void or unenforceable , a ll remaining parts , terms and provisions sha ll remain in full force and effect and sha ll in no way be invalidated , imp ai red or affected thereby. If the provisions of any law causing suc h invalidity , illegality o r un enforceab ility may be waived , they are hereby waived to the end that this Contract and the Contract Documents may be deemed val id and binding contracts , enforceab le in accordance with their terms to the greatest extent permitted by applicable law. In the event any provision not otherwise included in the Contract Documents is required to be included by any app li cab le law, that provision is deemed included herein by thi s reference(or, if such provision is required to be included in any particular portion of the Co nt ract Documents , that provision is deemed included in that portion). 7.8 This Contract and the Contract Documents sha ll be deemed to have been entered into in the County of Santa Clara , State of Ca li fornia , and governed in a ll respects by California law ( excluding choice of law rules). The excl usive venue for all disputes or litigation hereund er shall be in Santa Clara County. Both parties hereby waive their ri ghts under Ca li fornia Co de of Civi l Procedure Section 394 to file a motion to transfer any action or proceeding arising out of the Contract Documents to another venue . Contractor accepts the C laims Procedu re in Document 00700 , Artic le 12, estab li shed under the Ca li fornia Government Code, Title !, Division 3.6 , Part 3 , Chapter 5. City ofCupe1iino 00520 -5 Co ntra ct 20 17 Pavement Maint enance Pha se 3 Project No. 2017-111 IN WITNESS WHEREOF the parties have executed th is Contract in duplicate the day and year first above written . 2017 PAVEMENT MAINTENANCE PHASE 3 CITY : CITY OF CUPERTINO, a Municipal Corporation of the State of California Attest: -dll,i-J: ~~'?- Approved as to form by City Attorney: ~ti b;b}-!-f:J' City Attorney: Randolph Stevenson Hom I hereby certify, under penalty of perjury, that David Brandt, City Manager of the City of Cupertino was duly authorized to execute this document on behalfofthe City of Cupertino. ----£/t/' David Brandt, · Manager of the City of Cupertino, a tfv · Mu ni cipal Corporation of the State of California Designated Representative: Name: Timm Borden Title: Director of Public Works Address: 10300 Torre Ave., Cupertin o, CA 95014 Phone: 408-777-3354 Facs imil e: 408-777-3333 AMOUNT: $2,250 ,943.75 ACCOUNT NUMBER:270-85-821-900-92 l FILE NO .: 20 17-111 CONTRACTOR: L Contractor's name_] O 'Grady Craig E. Young [Please print name here] Title: _V..o.:,.P _______________ _ [If Corporation: Chairman, President, or Vice President] By :~D]A__ [Signature] Celine 0. Duran [Please print name here] Title: Sect./Trea. [If Corporation: Secretary, Assistant Secretary, Chief Financial Officer, or Ass istant Treasurer] 201696 AC12 State Contractor's License No . Classificatio n 12/31/17 Expiratio n Date Taxpayer ID No .. -=-9.::..4-....:1:....:4:..:.9..:..3..::..6:....:92 __________ _ Name: Craig E. Young Title : VP Address: 2513 Wyandotte St. Mountain View, CA 940 43 P hone: ( 650) 966-1926 Facsim il e: (650) 966 -1946 NOTARY ACKNOLEDGEMEi':T IS REQUIRED. IF A CORPORATIO:'\, CORPORATE SEAL AND CORPORATE NOTARY ACKNOWLEDEMENT AND FEDERAL TAX ID ARE REQUIRED. IF NOT A CORPORATION SOCIAL SECURITY NO. IS REQUIRED Po Ut?, ~'2-END OF DOCUMENT City of Cupertino 00520 -6 Contract 2017 Pavement Maintenance Phase 3 / CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 • A notary public or other officer completing this certificate ver ifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of <S;~n.+"'-~\....c.. v '- On Aujvs-\-22 , W/1 before me, f.d c.C\. Lo pe z. C-o1~z.... •• NCI-ta. f\,( hJ\o t ,:c Date . Here Insert Name and Title of the Officer personally appeared ------~.=---c._()...(_~ ___ E_._"\f--'--O_Li~"'-'-'-,9C--cv0--=--------- (1 ~ \J Name(s) of~ner(s) u:-l,r',.Q o. l)\li"'-Y\ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ____ C.-=--~~--=---=c..=~-=-::~~-=-=------ Signature of Notary Public ------------------------------------------------------------~oPTIONAL------------------------------------------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: _______ _ Number of Pages: Signer(s) Other Than Named Above: ------------- Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ___________ _ D Corporate Officer -Title(s): ______ _ [I Corporate Officer -Title{s): ______ _ 0 Partner -D Limited D General D Partner -IJ Limited [] General D Individual IJ Attorney in Fact CJ Individual t .I Attorney in Fact D Trustee f] Guardian or Conservator 0 Trustee !] Guardian or Conservator D Other: ______________ _ D Other: _____________ _ Signer Is Representing: ________ _ Signer Is Representing : ________ _ ©201 4 National Notary Association· www.NationalNotary.org • 1-800 -US NOTARY (1-800 -876-6827) Item #5907 Premium based on final contract price and is subject to adjustment BONDS EXECUTED IN DUPLICATE DOCUMENT 00610 Project No.2017-111 Bond No. 106678649 Premium:$ 10 ,805.00 CONSTRUCTION PERFORMANCE BOND THIS CONSTRUCTION PERFORMANCE BOND ("Bond ") is dated August 21, 2017, is in the penal sum of Two Million Two Hundred Fifty Thousand Nine Hundred Forty Three & 75/100------------------------------- ----------------------------------------------------------------------[ which is one hundred percent of the Contract Price], and is entered into by and between the parties listed below to ensure the faithful performance of the Construction Contract listed below. This Bond consists of this page and the Bond Terms and Conditions, paragraphs I through 12 , attached to this page. Any singular reference to O'Grady Paving, Inc. ("Contractor"), Travelers Casualty and Surety Company of America ("Surety "), the City of Cupertino, a Municipal Corporation of the State of California ("City") or other party shall be considered plural where applicable . CONTRACTOR : O'Grady Paving, Inc. Name 2313 Wyandotte Street Address Mountain View, CA 94043-2314 City /State/Zip CONSTRUCTION CONTRACT: SURETY : Travelers Casualty and Surety Company of America Name I 00 California Street, STE 300 Princip_al Place of Business San Francisco, CA 94111 City /State/Zip 2017 Pavement Maintenance Phase 3 PROJECT NUMBER2017-lll at Cupertino , California . DATED August 21 , 20 _ll_ in the Amount of $ 2,250 ,943 .75 -------------------(the "Penal Sum ") SURETY Travelers Casualty and Surety Company of Company : orp. Seal) America Name and Title : Name and Title : Attorne -in-Fact BOND TERMS AND CONDITIONS I. Contractor and Surety , jointly and severally , bind themselves, their heirs , executors, administrators , successors and assigns to City for the complete and proper performance of the Construction Contract, which is incorporated herein by reference. 2. If Contractor completely and properly performs all of its obligations under the Construction Contract, Surety and Contractor shall have no obligation under this Bond . 3 . If there is no City Default, Surety 's obligation under this Bond shall arise after : 3.1 City has declared a Contractor Default under the Construction Contract pursuant to the terms of the Construction Contract; and 3.2 City has agreed to pay the Balance of the Contract Sum: 3 .2 . l To Surety in accordance with the terms of this Bond and the Construction Contract; or City of Cupertino 00610 -I Co nstru ction Performance Bond 2017 Pav ement Ma intenanc e Ph ase 3 Project No .2017-111 3.2.2 To a contractor selected to perform the Construction Contract in accordance with the terms of this Bond and the Construction Contract. 4 . When City has satisfied the conditions of paragraph 3 , Surety shall promptly (within 30 days) and at Surety 's expense elect to take one of the following actions: 4 .1 Arrange for Contractor, with consent of City, to perform and complete the Construction Contract (but City may withhold consent, in which case the Surety must elect an option described in paragraphs 4 .2 , 4.3 or 4.4, below); or 4.2 Undertake to perform and complete the Construction Contract itself, through its agents or through independent contractors ; provided , that Surety may not select Contractor as its agent or independent contractor without City 's consent; or 4.3 Unde1take to perform and complete the Construction Contract by obtaining bids from qualified contractors acceptable to City for a contract for performance and completion of the Construction Contract, and , upon determination by City of the lowest responsible bidder, arrange for a contract to be prepared for execution by City and the contractor selected with City 's concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract; and , if Surety 's obligations defined in paragraph 6 , below, exceed the Balance of the Contract Sum , then Surety shall pay to City the amount of such excess; or 4.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances, and , after investigation and consultation with City, determine in good faith its monetary obligation to City under paragraph 6 , below, for the performance and completion of the Construction Contract and, as soon as practicable after the amount is determined, tender payment therefor to City with full explanation of the payment 's calculation . If City accepts Surety 's tender under this paragraph 4.4, City may still hold Surety liable for future damages then unknown or unliquidated resulting from the Contractor Default. If City disputes the amount of Surety's tender under this paragraph 4.4 , City may e xercise all remedies available to it at law to enforce Surety's liability under paragraph 6 , below. 5. If Surety does not proceed as provided in paragraph 4 , above, then Surety shall be deemed to be in default on this Bond ten days after receipt of an additional written notice from City to Surety demanding that Surety perform its obligations under this Bond . At all times City shall be entitled to enforce any remedy available to City at law or under the Construction Contract including, without limitation, and by way of example only, rights to perform work, protect work, mitigate damages, advance critical work to mitigate schedule delay, or coordinate work with other consultants or contractors . 6. Surety's monetary obligation under this Bond is limited by the Amount of this Bond identified herein as the Penal Sum . This monetary obligation shall augment the Balance of the Contract Sum. Subject to these limits, Surety 's obligations under this Bond are commensurate with the obligations of Contractor under the Construction Contract. Surety's obligations shall include, but are not limited to: 6.1 The responsibilities of Contractor under the Construction Contract for completion of the Construction Contract and correction of defective work; 6.2 The responsibilities of Contractor under the Construction Contract to pay liquidated damages, and for damages for which no liquidated damages are specified in the Construction Contract, actual damages caused by non-performance of the Construction Contract including, but not limited to, all valid and proper backcharges, offsets, payments, indemnities, or other damages ; 6.3 Additional legal , design professional and delay costs resulting from Contractor Default or resulting from the actions or failure to act of the Surety under paragraph 4, above (but excluding attorney 's fees incurred to enforce this Bond). 7. No right of action shall accrue on thi s Bond to any person or entity other than City or its successors or assigns. City of Cupertino 00610 -2 Construction Performance Bond 2017 Pavement Maintenance Pha se 3 Project No . 2017-111 8. Surety hereby waives notice of any change, alteration or addition to the Construction Contract or to related subcontracts, purchase orders and other obligations, including changes of time. Surety consents to all terms of the Construction Contract, including provisions on changes to the Contract. No extension of time, change, alteration, modification, deletion, or addition to the Contract Documents , or of the work required thereunder, shall release or exonerate Surety on this Bond or in any way affect the obligations of Surety on this Bond. 9 . Any proceeding, legal or equitable, under this Bond shall be instituted in any court of competent jurisdiction where a proceeding is pending between City and Contractor regarding the Construction Contract, or in the courts ofthe County of Santa Clara, or in a court ofcompetentjurisdiction in the location in which the work is located. Communications from City to Surety under paragraph 3.1 of this Bond shall be deemed to include the necessary contracts under paragraph 3 .2 of this Bond unless expressly stated otherwise. I 0. All notices to Surety or Contractor shall be mailed or delivered (at the address set forth on the signature page of this Bond), and all notices to City shall be mailed or delivered as provided in Document 00520 (Contract). Actual receipt of notice by Surety, City or Contractor, however accomplished , shall be sufficient compliance as of the date received at the foregoing addresses. 11 . Any provision in this Bond conflicting with any statutory or regulatory requirement shall be deemed deleted herefrom and provisions conforming to such statutory requirement shall be deemed incorporated herein. 12 . Definitions . 12.1 Balance of the Contract Sum: The total amount payable by City to Contractor pursuant to the terms of the Construction Contract after all proper adju stments have been made under the Construction Contract, for example, deductions for progress payments made, and increases/decreases for approved modifications to the Construction Contract. 12.2 Construction Contract: The contract between City and Contractor identified on the signature page of this Bond, including all Contract Documents and ch a nges thereto . 12 .3 Contractor Default: Material failure of Contractor, which has neither been remedied nor waived , to perform or otherwise to comply with the terms of the Construction Contract including, but not limited to, "default" or any other condition allowing a termination for cause as provided in Document 00700 (General Conditions). 12.4 City Default: Material failure of City , which has neither been remedied nor waived, to pay Contractor progress payments due under the Construction Contract or to perform other material terms of the Construction Contract, if such failure is the cause of the asserted Contractor Default and is sufficient to justify Contractor termination of the Construction Contract. EN D OF DOCUMENT City of Cupertino 00610 -3 Con struction Performance Bond 2017 Pa vement Maintenanc e Ph as e 3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached , and not the truthfulness , accuracy, or validity of that document. STATE OF CALIFORNIA } County of Sono m a -------------------- On August 21, 2 017 before me , _C_a_t_h_e_ri_n_e_A_._P_in_n_e~y _____________ , Notary Public , Date In se rt Name of Notary exactl y as it app ea rs on the offi cia l sea l personally appeared Nancy L. Wallis ----'--------------N~a-m-e~(s )~o~f s=ig-n-er~(s~) -------------- Place Notary Sea l Abov e who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted , executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing pa ragraph is true and correct. Witness my hand and official seal. Signature Gk::-2 Sign ature of Notary Pub li c Cath e rine A. Pinney OPTIONAL Though the information below is not required by la~1 it may prove valuable to persons relying on the document and could prevent fraudulent removal ana reattachment of the form to another document. Description of Attached Document Title or Type of Document: -------------------------------- Document Date : --------------------Number of Pages: ________ _ Signer(s) Other Than Named Above : --------------------------- Capacity(ies) Claimed by Signer(s) Signer's Name: _____________ _ D Individual D Corporate Officer -Title(s): ________ _ D Partner D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: -------- Signer is Representing : RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: --------------0 Individual D Corporate Office r -Title(s): ________ _ D Partner D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other : -------- Signer is Representing : RIGHT THUMBPRINT OF SIGNER Top of thumb here ...... WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER POWER OF ATTORNEY TRAVELERS J Atto rney-In Fact No. Farmington Cas ualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters, Inc. St. Paul Fire and Marine Insurance Company St. Paul Guardian Insurance Company 230672 St. Paul Mercury Insurance Co mpany Travelers Casualty and Surety Company Travelers Cas ualty and S urety Company of America United States Fidelity and Guaranty Company Certificate No. Q Q 7 2 Q 7 Q 2 Q KNOW ALL MEN BY THESE PRESENTS: That Farmington Casualty Company, St. Paul Fire and Marine In s urance Company, St. Paul Guardian In s urance Company, St. Paul Mercury Insurance Company, Travele rs Casualty an d Surety Company, Trave lers Cas ualty and Surety Company of America , and United States Fidelity and Guaranty Company are corporations duly organized under the laws of th e State of Connecti c ut. th a t Fidelit y and Gu arant y In s urance Com pany is a corporation duly organ ized under the law s of th e State of Iowa , and that Fid e lit y and Guaranty In s uran ce Underwrit e rs , In c., is a corporation dul y organized under the laws of th e State of Wi sconsin (herein collectively called th e "Companies"), and that the Companies do hereby make , con stitute and appoint Catherine A. Pinney , Nancy L. Wallis , K. Dixon Wright , S tacy M. Clint on, Kandace L. Ree ves, and Nata li e Ann Harder of the City of ___ P~e=ta=l=u~m~a ___________ , State of ____ --'C""""a.,_,li'-'-fo"-'-'rn"'i"'a,.._ ________ , th e ir tru e and la wful Attorney(s)-in-Fact , each in their separate capacity if more than one is named above, to s ign, execute, seal and acknowledge any and all bo nd s , recog niza nces, condition a l undertakings and other writin gs obli gatory in th e nature thereof on be half of the Companies in th e ir bu s in ess of g uaranteein g th e fid e lit y of persons , g uarant eeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in an y action s or proceedin gs a llo wed by la w. IN WITNESS WHEREOF , the Companies ha ve ca used thi s in st rum ent to be s igned and their corporate seals to be here to affixe d. thi s ______ 2_7_t_h ____ _ day of Apri l 20 17 State of Connecticut City of Hartford ss. Farmington Casualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters, Inc. St. Paul Fire and Marine Insurance Company St. Paul Guardian Insurance Company By : St. Paul Mercury Insurance Company Travelers Cas ualty and Surety Company Travelers Casualty and Surety Company of America United States Fidelity and Guaranty Company Robe rt L. Ra ney, Se ni or Vice Pres ident On thi s th e 27th day of Apri l 20 I ~ before me pe rsonall y appeared Robert L. Raney, w ho acknowledged him self to be the Senior Vice President of Farmington Casualty Company, Fidel it y and Guaranty In s urance Company, Fidelity and Guaranty In s urance Underw rit e rs , In c., St. Paul Fire and Marine In surance Company, St. Paul Guardian In s uran ce Company, St. Pa ul Merc ury In s uran ce Company, Trave lers Cas ualt y and Surety Company, Travelers Casualty and Surety Company of America , and United States Fidelity and Guaranty Company, and that he, as s uch, being a utho rized so to do , execu ted th e foregoing in strument fo r the purposes th erein contained by s igning on be half of the corporations by himse lf as a dul y aut hori ze d officer. In Witness Whereof, I hereunto set my hand and official seal. My Co mmi ss ion expires the 30th day of June , 2021. 58440-5-16 Printed in U.S.A. '-Ma ri e C. Tet rea ult , No tary Public WARNING: THI S POWER OF ATTORNEY IS IN VALID W ITH OUT THE RED BORDER WARNING: THIS POWER OF ATIORNEY IS INVALID WITHOUT THE RED BORDER This Power of Att o rn ey is gra nt ed under and by the authorit y of th e following reso luti ons adopted by the Boards of Directors of Farmington Casualty Company, Fidelity and G uaranty In surance Company, Fidelity and Guaranty In su rance Und erwrit ers, In c., St. Paul Fire and Marine In surance Company, St. Paul Guardian In s uran ce Company, St. Paul Mercury In surance Company, Travelers Casualty and Surety Company, Travelers Casua lt y and Surety Company of America, and U nit ed States Fidelity a nd Guaranty Company, wh ic h reso lution s are now in full force and effect, reading as follows : RESOLVE D , th at the Chai rm a n , th e Pres id ent , any Vice Chairm an , any Executi ve Vice President , a ny Senior Vice Presid e nt , any Vice Pres id e nt , any Second Vice President, th e Treasurer, any Assis tan t Trea surer, th e Corporate Secretary or any Ass istant Secretary may appoint Attorneys-i n-Fact and Agents to act for a nd on behalf of th e Company and may give such appo intee such au th ori ty as hi s or her certificate of authori ty may prescribe to s ig n wi th the Company's name and seal wi th th e Company 's seal bonds , recogni za nces, contrac ts of indem nit y, and oth er writin gs ob li gatory in the nature of a bond , recognizance , or co ndition a l undertaking, and a ny of sa id officers or the Board of Directors at any time may remove any such appointee and revoke th e power g iven him or her ; and it is FURTHER RESOLVED , that the Chairman , the President, any Vice Chairman, any Executi ve Vice President, any Senior Vice Presid ent or a ny Vice Presid ent may del egate all or a ny part of th e foregoi ng authority to one or more officers or em pl oyees of thi s Com pan y, provided th at each such de legation is in writing and a copy th ereof is filed in th e office of th e Secretary; and it is FURTHER RE SOLVED , that any bond , recogni za nce , co ntract of indemnity, or writing obli gatory in th e nature of a bond , recogn izance, or co nditional undertaking shall be va lid and binding upon th e Company when (a) s igned by th e Pres ident , any Vice Chairman, any Executive Vice Pres ident , any Senior Vi ce Pres ident or any Vice Pres id e nt , a ny Second Vice Presi dent , th e T reas ure r, any As s ista nt Treasurer, th e Corporate Secretary or any Assistant Secretary a nd dul y att es ted and sealed with the Company 's seal by a Secretary or Ass ista nt Secretary; or (b) dul y execut ed (unde r seal , if req uired ) by one or more Attorneys-in-Fact and Agents pursuant to th e po wer prescribed in hi s or her certificate or th eir certifi cates of authorit y or by one or more Company officers pursuant to a writte n delegation of authority ; and it is FURTHER RESOLVED, that the signature of each of th e following officers : President, any Executive Vice Pres id e nt , any Senior Vice Pres id e nt , any Vice Presid ent , any Ass ista nt Vice President , any Secretary, any Assistant Secretary, and th e seal of th e Company may be affixed by facsimile to any Power of Attorney or to any certifi cate re lat in g the reto appo intin g Re sident Vice Presidents , Res id ent Ass istant Secretaries or Attorneys-in -Fact for purposes o nl y of executin g and attesting bonds and und ert aki ngs and other writin gs obligatory in th e nature th ereof, and any such Power of Attorn ey or certifi cate bearin g such facs imil e s ignature or fa cs imile seal sha ll be va lid and binding upon the Company and any such power so executed and certified by such facs imil e s ignat ure and facsimile sea l shall be va lid and binding on the Company in th e future wi th re s pect to any bond or understanding to wh ic h it is att ached. I , Kevin E. Hu ghes, th e und ersigned, Ass ista nt Secre tary, of Farmington Casualty Com pan y, F id e lity and Guaranty In suran ce Company, Fidelity and Guaranty In s urance U nd e rwrit e rs, In c., St. Paul Fire and Marine In suran ce Compan y , St. Paul Gu ardi an In surance Company, St. Paul Mercury In surance Company, Travelers Casua lty and Surety Company, Travelers Casualt y and Surety Com pany of America, and Uni ted States Fide lity and Guaranty Company do hereby certi fy that the above and forego in g is a tru e and correct copy of the Power of Att orney executed by sa id Compan ies , whi ch is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the sea ls of said Companies thi s 2 1 St day of _A_u_,_.g'-u_s_t ______ , 20 U_. ~~~~ , .. ,;···········,..,-;; , ..••. .:-· To verify the authe nti city of thi s Power of Attorney, ca ll 1-800-42 1-3880 or co nt ac t us at www.travelers bo nd.com. Please refer to the At torney-In-Fact number, th e above-named individual s and th e detail s of th e bond to whi c h th e power is attached. WARNING: THIS POWER OF ATIORNEY IS IN VA LID WITHOUT THE RED BORDER BONDS EXECUTED IN DUPLICATE DOCUM ENT 00620 ProjectNo.2017-111 Bond No. I 06678649 Premium: Included in performance bond CONSTRUCTION LABOR AND MATERIAL PAYMENT BOND THIS CONSTRUCTION LABOR AND MATERIAL PAYMENT BOND ("Bond") is dated August 21, 2017, is in the penal sum Two Million Two Hundred Fifty Thousand Nine Hundred Forty Three & 75/100 --------------- [one hundred percent of the Contract Price], and is entered into by and between the parties listed below to ensure the payment of claimants under the Construction Contract li sted below. This Bond consists of this page and the Bond Terms and Conditions, paragraphs I through 14 , attached to this page. Any singular reference to Travelers Casualty and Surety Company of America("Contractor"), _O_'G_ra_d_y~P_a_v_in~g~,_I_n_c. ________ _ ("Surety"), the City of Cupertino, a Municipal Corporation of the State of California ("City") or other party shall be considered plural where applicable. CONTRACTOR: O'Grady Paving, Inc. Name 2313 Wyandotte Street Address SURETY: Travelers Casualty and Surety Company of America Name 100 California Street, STE 300 Mountain View, CA 94043-2314 Principal Place of Business San Francisco, CA 94111 City/State/Zip City/State/Zip CONSTRUCTION CONTRACT: 2017 PAVEMENT MAINTENANCE PHASE 3 PROJECT NUMBER 2017-111 at Cupertino, California. DATED August 21 CONTRACTOR AS PRINCIPAL Company: Name and Title: , 20_ll_ in the Amount of$_2~2_5_0~9_4_3_.7_5 _______ (the "Penal Sum ") Signature : c::;,<:.t.& SURETY Travelers Casualty and Surety Company ~f Compaoy, 5 Amenca Name and T~ L. Wallis, Attorney-in-Fact BOND TERMS AND CONDITIONS 1. Contractor and Surety, jointly and severally , bind themselves , their heirs, executors, administrators, successors and assigns to City and to Claimants, to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference. 2. With respect to City , this obligation shall be null and void if Contractor: 2.1 Promptly makes payment, directly or indirectly , for all sums due Claimants; and 2.2 Defends , ind emnifies and holds harmless City from all claims , demands, lien s or suits by any person or entity who furnished labor, materials or equipment for use in the performance of the Construction Contact, provided City has promptly notified Contractor and Surety (at the address set forth on the signature page of this Bond) of any claims , demands, liens or suits and tendered defense of such claims , demands , liens or suits to Contractor and Surety, and provided there is no City Default. 3 . With respect to Claimants , this obligation shall be null and void if Contractor promptly makes payment, directly or indirectly through its Subcontractors, for all sums due Claimants . If Contractor or its Subcontractors, however, fail to pay any of the persons named in Section 3181 of the California Civil Code, or amounts due under the Unemployment Insurance Code with respect to Work or labor performed under the Contract, or for C ity of Cupertino 00620 -I Construction La bor and Material Payment Bond 2017 Pavement Maintenance Phase 3 Project No .2017-111 any amounts required to be deducted , withheld , and paid over to the Employment Development Department from the wages of employees of Contractor or Subcontractors pursuant to Section 13020 of the Unemployment Insurance Code, with respect to such Work and labor , then Surety shall pay for the same, and also, in case suit is brought upon this Bond , a reasonable attorney 's fee, to be fixed by the court. 4. Consistent with the California Mechanic 's Lien Law, Civil Code §3082, et seq., Surety shall have no obligation to Claimants under this Bond unless the Claimant has satisfied all applicable notice requirements. 5. Surety 's total obligation shall not exceed the amount of this Bond , and the amount of this Bond shall be credited for any payments made in good faith by Surety under this Bond . 6 . Amounts due Contractor under the Construction Contract shall be applied first to satisfy claims, if any, under any Construction Performance Bond and second, to satisfy obligations of Contractor and Surety under this Bond . 7 . City shall not be liable for payment of any costs, ex penses , or attorney's fees of any Claimant under this Bond , and shall have under this Bond no obligations to make payments to , give notices on behalf of, or otherwise have obligations to Claimants under this Bond. 8. Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. Surety further hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Construction Contract, or to the Work to be performed thereunder, or materials or equipment to be furnished thereunder or the Specifications accompanying the same, shall in any way affect its obligations under this Bond , and it does hereby waive any requirement of notice or any such change, extension of time, alteration or addition to the terms of the Construction Contract or to the Work or to the Specifications or any other changes . 9. Suit against Surety on this Bond may be brought by any Claimant, or its assigns , at any time after the Claimant has furnished the last of the labor or materials , or both , but, per Civil Code §3249, must be commenced before the expiration of six months after the period in which stop notices may be filed as provided in Civil Code §3184. I 0 . All notices to Surety or Contractor shall be mailed or delivered (at the address set forth on the signature page of this Bond), and all notices to City shall be mailed or delivered as provided in Document 00520 (Contract). Actual receipt of notice by Surety, City or Contractor, however accomplished , shall be sufficient compliance as of the date received at the foregoing addresses. 11. This Bond has been furnished to comply with the California Mechanic's Lien Law including, but not limited to, Civil Code §§3247, 3248, et seq . Any provision in this Bond conflicting with said statutory requirements shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirements shall be deemed incorporated herein. The intent is that this Bond shall be construed as a statutory bond and not as a common law bond. 12 . Upon request by any person or entity appearing to be a potential beneficiary of this Bond, Contractor shall promptly furnish a copy of this Bond or shall permit a copy to be made. 13 . Contractor shall pay to persons performing labor in and about Work provided for in the Contract Documents an amount equal to or more than the general prevailing rate of per diem wages for (I) work of a similar character in the locality in which the Work is performed and (2) legal holiday and overtime work in said locality . The per diem wages shall be an amount equal to or more than the stipulated rates contained in a schedule that has been ascertained and determined by the Director of the State Department of Industrial Relations and City to be the general prevailing rate of per diem wages for each craft or type of workman or mechanic needed to execute this Contract. Contractor shall also cause a copy of this determination of the prevailing rate of per diem wages to be posted at each Site. City of Cupertino 00620 -2 Con stru ction Labor and Material Payment Bond 2017 Pavem ent Ma inten ance Phase 3 ProjectNo.2017-111 14 . Definitions . 14.1 Claimant: An individual or entity having a direct contract with Contractor or with a Subcontractor of Contractor to furnish labor, materials or equipment for use in the performance of the Contract, as further defined in California Civil Code §3181 . The intent of this Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat, oil , gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the Work of Contractor and Contractor's Subcontractors, and all other items for which a stop notice might be asserted. The term Claimant shall also include the Unemployment Development Department as referred to in Civil Code §3248(b). 14 .2 Construction Contract: The contract between City and Contractor identified on the signature page of this Bond, including all Contract Documents and changes thereto. 14.3 City Default: Material failure of City, which has neither been remedied nor waived , to pay the Contractor as required by the Construction Contract, provided that failure is the cause of the failure of Contractor to pay the Claimants and is sufficient to justify termination of the Construction Contract. END OF DOCUMENT C ity of C upertino 00620 : 3 Con struction La bor and Material Payment Bond 2017 Pavement Maintenance Phase 3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached , and not the truthfulness , accuracy, or validity of that document. STATE OF CALIFORNIA } County of Sonoma -------------------- Au g ust 2 1 , 2 017 before me , Catherine A . Pinney , Notary Public , --------'--------------On Date In sert Name of Nota ry exactl y as it app ears on the offi cia l sea l personally appeared Nancy L. Wallis ---'---------------,-,-Na_m_e.,...(s,-) o....,.f=Si-gn-e....,.r(s..,...) _____________ _ Pl ace Notary Sea l Above who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted , executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. W itness my hand and official seal. Signature ~------ Signature of Notary Public Catherine A. Pinney OPTIONAL Though the information below is not required by laVo:1 it may prove valuable to persons relying on the document and could prevent fraudulent removal ana reattachment of the form to another document. Description of Attached Document Title or Type of Document: -------------------------------- Document Date: --------------------Number of Pages : ________ _ Signer(s) Other Than Named Above : --------------------------- Capacity(ies) Claimed by Signer(s) Signer's Name: _____________ _ D Individual D Corporate Officer -Title(s): ________ _ D Partner D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: -------- Signer is Represent ing : RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: _____________ _ D Individual D Corporate Officer -Title(s): --------- D Partner D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other : -------- Signer is Representing : RIGHT THUMBPRINT OF SIGNER Top of thumb here ~ TRAVELERS J WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER POWER OF ATTORNEY Attorney-In Fact No. Farmington Casualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters , Inc. St. Paul Fire and Marine Insurance Company St. Paul Guardian Insurance Company 230672 St. Paul M ercury Ins urance Company Travelers Casualty a nd Surety Company Travelers Cas ualty and Sure!)' Company of America United States Fidelity and Guaranty C ompany Certificate No. Q Q 7 2 Q 7 Q 21 KNOW ALL MEN BY THESE PRESENTS: That F armin gton Casua lt y Compa ny, St. Paul Fire a nd Ma rin e In s ur ance Company. St. P aul G uardi an In s uran ce Company, St. Paul Mercury Insurance Company, Travele rs C as ualt y and Sure ty Company, Tra ve lers Cas ua lt y and S ure ty Com pa ny o f A me ri ca, and U nit ed States Fidelity and Guaranty Company are corporation s dul y organized und er th e la ws o f th e State o f Connec ti cut , that Fide lit y and Gu ara nt y In s urance C o mp any is a corporation duly org anized under the law s of the State of Iowa , and th at Fide lit y and Gu arant y In surance Und e rwrite rs, In c., is a corporati o n dul y o rga ni zed under the laws o f the State of Wi scons in (herein collec ti vely called th e "Compa ni es"), and th at th e Com pa ni es do here by ma ke, constitute a nd appoint Catherine A. Pinney, Nan cy L. Walli s , K . Dixon Wright, Stacy M. Clinton , Kandace L. Reeves, and Natalie Ann Horde r of th e City of __ __.,,P_,e"'t"'a,_,_l.,,u""m'""a~-----------' State of _____ ~C~a~l_i_fo.c.....rn_ia _________ . th ei r tru e and lawful A tt o rn ey(s)-in -Fac t , each in their separate capacity if more than one is named above , to s ig n , exec ut e , seal a nd ac kn ow led ge a ny and a ll bo nd s, recogni za nces , conditi o nal und e rt a kin gs and other writin gs oblig atory in the nature thereof o n behalf o f th e Companies in th e ir bu sin ess of g uarant ee in g th e fid e lit y of pe rso ns, g uarant ee in g th e pe rform a nce of contracts a nd executing or guaranteein g bo nd s and und ert a kin gs required or permi tted in any acti o ns or proceed in gs a ll owed by law. 2 7th IN WITNESS WHEREOF , th e Companies have c au sed thi s in strume nt to be s ig ned a nd th e ir corp o rate seals to be he reto affixed. thi s __________ _ day o f April 201 7 State of Connecticut City of Hartford ss . Farmington Casualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters , Inc. St. Paul Fire and Marine Insurance Company St. Paul Guardian Insurance Company By : St . Paul Mercury In suran ce Compan y Tra velers Ca sualty and S ur ety Compan y Tra vel ers Casualty and Surety Company of America United States Fid elity and Guaranty Compan y Robert L . Ra ney. Seni o r Vice Pres ident On thi s the ___ 2_7t_h ____ d ay of ___ A~p_ri_l ______ _ ___ 2_0_17, be fore me person a ll y a ppeared Ro be rt L. Raney. w ho ac know ledged him self to be th e Senior Vice President of Farmington Casualty Company, Fide lity and Gu a rant y In s uran ce Company, Fi delity and Gu aranty In s ura nce Und e rwrite rs, In c., St. Pa ul Fire and M arine In surance Compa ny, St. Paul Gu ardi an In surance C o mp any, St. Paul Me rc ury In s ura nce C o mpa ny, Travelers Casua lt y and S urety Comp any, Trave le rs C as ualt y and Surety Company of Ameri ca , and U nited States Fidelity and Gu arant y Compan y, a nd that he, as s uch , be in g a uth o ri zed so to do, execut ed th e fo regoing in strum ent for the purposes therein contained by s ignin g o n be half of th e corpora ti o ns by him se lf as a dul y auth o ri zed officer. In Witness Whereof, I hereunto set my hand and offi c ia l seal. M y Co mmi ss ion ex pires the 30th cl ay of June, 2021. 58440-5 -16 Printed in U.S.A. '-Marie C. Tetreaul t , Nota ry Pu bli c WARNING: THIS POWER OF ATTORNE Y IS INVALID WITHOUT THE RED BORDER WARNING: THIS POWER OF ATIORNEY IS INVALID WITHOUT THE RED BORDER This Power of Attorney is gra nted un der and by th e authorit y of the followin g reso lution s adopted by the Boards of Directors of Farming ton Casualty Company, Fidelity and Guaranty In s uran ce Compa ny, Fidelity and Gu ara nt y Ins urance Unde rwriters , lnc., St. Paul Fire a nd Marine In surance Com pan y, St. Paul Guardian In sura nce Company, St. Paul Mercury In surance Company, Travelers Casualt y and Surety Company, Travelers Cas ualty and Surety Company of America , and United States Fidelity and Guaranty Company, whi ch re solutions are no w in full force and e ffect , reading as follows : RESOLVED , th at the Chairman , th e Preside nt, any Vice Chairman, any Executive Vice Pre sident , an y Senior Vice Presid en t , any Vice Presid ent , any Second Vice President , the Treasurer. an y Assistant Treas ure r, the Corporate Secretary or any Ass ista nt Secretary may appo int Att orneys-in-Fact and Agent s to act for and on behalf of the Company a nd ma y g ive such appo int ee s uc h au thorit y as hi s or her certificate of authority ma y prescribe to s ign w ith the Company 's name and seal with the Company 's seal bonds , recog ni za nces , co ntracts of ind e mnit y, and othe r wr itin gs obligatory in th e nature of a bond , recognizance , or conditional undertaking , and any of said officers o r the Bo ard of Directors at an y time m ay remo ve an y s uc h appointee and revoke th e po wer given him or her; and it is FURTHER RESOLVE D , that the Chairman , th e Presid e nt , any Vice Chairman , any Executive Vice President, any Senior Vic e Pres ident or any Vice President may delegate a ll or a ny part of th e forego in g au thorit y to one or more officers or emplo yees of thi s Company, provided that each such delegation is in writing and a copy thereof is filed in th e office of th e Secretary; and it is FURTHER RESOLVED , that any bond , recog ni zance , contract of indemnity, or writing obli gatory in th e nature of a bond , recogn izance , or conditional undertakin g shall be va lid and binding upon th e Company when (a) s igned by the President , any Vice Chairman , any Executive Vice Pres ident , any Senior Vice Presid ent or any Vice Pres ident , an y Second Vice President , the Treasurer, any Ass istant Treasurer, the Corporate Secretary or an y Ass istant Secretary and duly attested a nd sealed with th e Company 's sea l by a Secretary or Ass istant Secretary; or (b) duly execut ed (under seal , if required) by one or more Attorneys -in-Fact an d Agents pursuant to the po wer pre scribed in hi s or her certifi cate or their certifi cates of authority or by one or more Company officers pursuant to a writt e n delegation of auth ori ty; and it is FURTHER RESOLVED , th at the sig nature of each of th e following officers: President , an y Executi ve Vice Pres id e nt , any Senior Vice Pres id e nt , any Vice Pres id e nt , any Assistant Vice President , a ny Secretary, any Ass istant Secretary, and the seal of th e Company may be affixed by facsimile to any Power of Attorney or to any certificate relatin g thereto appointing Resid ent Vice Pres id ents, Re s ident Ass istant Secretaries or Attorneys-in-Fact for purposes onl y of executin g an d att es ting bonds and undertakin gs and other writing s obligatory in th e nature thereof, and any s uch Power of Atto rney or certificate bearing such facs imile s ignature or facsi mile sea l s hall be valid and binding upon th e Company and any such power so execut ed and ce rtifi ed by such facsimile sig nature and fac s imil e sea l s hall be va lid a nd binding on th e Company in th e future wi th res pect to any bond or understanding to whi ch it is attached. I , Kevin E. Hug hes, th e undersigned , Ass istant Secretary, of Farmington Casua lt y Company, Fidelity and Guaranty In surance Company, Fidelity and Gu aranty In suran ce Und erwrite rs , Inc., St. Paul Fire and Marine In surance Company, St. Paul Guardian In surance Company, St. Paul Mercury In surance Company, Tra ve le rs Casualty and Surety Compa ny, Trave lers Casualt y and Surety Company of America , and United States Fidelity and Guaranty Company do hereby certify that th e above and foregoing is a tru e and correc t co py of the Powe r of Attorney execut ed by sa id Companies , whi ch is in full force and effect and ha s not been revoked. IN TESTIMONY WHEREOF, I have hereunto set m y hand and affi xed the seal s of said Companies thi s _2_l_s _t_ day of August To verify th e au th e nticity of thi s Po we r of Attorney, ca ll 1-800-42 1-3880 or contact us at www.tra velersbond.com. Pl ease refer to th e Attorn ey-In-Fact numbe r, the above-named indi vidu a ls and th e detail s of the bond to which the po we r is attach ed. WARNING: THIS POWER OF ATIORNEY IS IN VA LID WITHOUT THE RED BORDER DOCUMENT 00630 GUARANTY Project N o.2 017-111 TO THE CITY OF CUPERTINO, a Municipal Corporation of the State of California ("City"), for construction of 2017 PAVEMENT MAINTENANCE PHASE 3 PROJECT NUMBER 2017-111 CUPERTINO, CALIF0RN1A The undersigned guarantees ail construction performed on this Project and also guarantees ail material and equipment incorporated therein. Contractor hereby grants to City for a period of one year following the date of Final Acceptance , or such longer period specified in the Contract Documents, its unconditional warranty of the quality and adequacy of ail of the Work including, without limitation, ail labor, materials and equipment provided by Contractor and its Subcontractors of ail tiers in connection with the Work. Neither final payment nor use or occupancy of the Work performed by the Contractor shall constitute an acceptance of Work not done in accordance with this Guaranty or relieve Contractor of liability in respect to any express warranties or responsibilities for faulty materials or workmanship. Contractor shall remedy any defects in the Work and pay for any damage resulting therefrom , which shall appear within one year, or longer if specified, from the date of Final Acceptance. If within one year after the date of Final Acceptance, or such longer period of time as may be prescribed by laws or regulations , or by the terms of Contract Doc uments , an y Work is found to be defective, Contractor shall promptly, without cost to City and in accordance with City's written instructions, correct such defective Work . Contractor shall remove any defective Work rejected by City and replace it with Work that is not defective , and sati sfactorily correct or remove and replace any damage to other Work or the work of others resulting therefrom. If Contractor fails to promptly comply with the terms of such instructions , or in an emergency where delay would cause serious risk of loss or damage , City may have the defective Work corrected or the rejected Work removed and replaced . Contractor shall pay for ail claims , costs, losses and damages caused by or resulting from such rem.oval and replacement. Where Contractor fails to correct defective Work, or defects are discovered outside the correction period , City shall have ail rights and remedies granted by law. Inspection of the Work shall not relieve Contractor of any of its obligations under the Contract Documents . Even though equipment, materials , or Work required to be provided under the Contract Documents have been inspected , accepted , and estimated for payment, Contractor shall , at its own expense , replace or repair any such equipment, material , or Work found to be defective or otherwise not to comply with the requirements of the Contract Documents up to the end of the guaranty period . Ail abbreviations and definitions of terms used in this Agreement shall have the meanings set forth in the Contract Documents , including, without means of limitation , Section 00700 (General Conditions). The foregoing Guaranty is in addition to any other warranties of Contractor contained in the Contract Documents, and not in lieu of, an y and ail other liability imposed on Contractor under the Contract Documents and at law with respect to Contractor 's duties, obligations , and performance under the Contract Documents. In the event of any conflict or inconsistency between the terms of this Guaranty and any warranty or obligation of the Contractor under the Contract Documents or at law , such inconsi stency or conflict shall be resolved in favor of the higher level of obligation of the Contractor. ("') 0'/c,~ 1A.vin~, IV\C.. Contractor'sNae 25 r3 W\ta.rdoHe S;t- ~d~res s ~ ~D\JN::aj (\ \J\ew , CJA 9. 4ul-f3 City/State/Zip Ci ty of C upe rtin o 2 017 Pave me nt M a inte na nce Ph ase 3 E ND OF DOCUMEN T 00630 -I G uaranty CITY OF a Proj ect N o . 2 0 17-111 CUPERTINO INSURANCE AGREEMENT A . Contractor is aware of the provisions of Section 3700 of the Labor Code , which requires every employer to be insured against liability for worker 's compensation or undertake self- insurance in accordance with the provisions of that Code , and will comply with such provisions before commencing the performance of the work of this Contract. B . Contractor and all subcontractors will carry worker's compensation insurance for the protection of its employees during the progress of the work . The insurer shall waive its rights of subrogation against the City, the City 's officers, agents and employees and shall issue an endorsement to the policy evidencing same . C. Contractor shall carry at all times , on all operations hereunder, commercial general liability insurance, automobile liability insurance and builder's all risk insurance . All insurance coverage shall be in amounts r equired by the City and shall be evidenced by the issuance of a certificate in a form prescribed by the City and shall be underwritten by insurance companies satisfactory to the City for all operations, sub-contract work , contractual obligations, product or completed operations, all owned vehicles and non-owned vehicles . Said insurance coverage obtained by the Contractor, excepting worker 's compensation coverage , shall name the City, its engineer, and each of its directors , officers, agents and employees, as determined by the City, as additional insureds on said policies . In s urers must be licensed to do bus ines s in th e State of California. The Insurers ip.ust also have an "A" policyholder's rating and a financial rat ing of at least Class VII in accordance with the current Best's Guide Rating or that is otherwise acceptable to the City. D. Before Contractor performs any work at, or prepares or delivers materials to , the site of const ruction , Contractor shall furnish certificates of insurance evidencing the foregoing insurance coverages and such certificates shall provide the name and policy number of each carrier and policy and that the insurance is in force and will not be canceled or modified without thirty (30) days written notice to the City . Contractor shall maintain all of the foregoing insurance coverages in force until the work under this Contract is fully completed . The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of the City by Contractor under this Contract .and for the duration of the warranty period. Notwithstanding nor diminishing the obligations of Contractor with respect to the foregoing, Contractor shall maintain in full force and effect during the life of this Contract, the following insurance in amounts not less than the amounts specified and having a Best's Guide Rating of A , Class VII or better or that is otherwise accept.able to the City. C ity o f C upe rt ino 00530 -2 Insu rance Fom1s 2017 Pav e me nt Ma intenance Phase 3 Proj ect N o. 20 17-111 LIMITS Worker's Compensation & Employers' Liability General Liability -commercial general liability; including provisions for contractual liability, personal injury, independent contractors and products -completed operations hazard . Automobile Liability -comprehensive covering owned, non-owned and hired automobiles. In accordance with the Worker 's Compensation Act of the State of California-Worker's comp "statutory" per CA Law; Employers' Liability $1 ,000 ,000 per occurrence. Combined single limit of $2.0 millio_n per occurrence; $4.0 million in the aggregate Combined single limit of $1.0 million per occurrence . By:~ Dated: __ S_=f __ .1-~. _12-___ 20 Jl City of Cupertino 00530 -3 fnsurance Forms 201 7 Pavement Maintenance Phase 3 ACORD® CERTIFICATE OF LIABILITY INSURANCE f DATE (MM /DD /YYYY) ~ 8/22/20 17 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND , EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW . THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING JNSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT : If the certificate holder is an ADDITIONAL INSURED , the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION JS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in li eu of such endorsement(s). PRODUCER ABO Insurance & Financial Services CONTACT Constru cti on Ce rt s NAME: Attn : Construction De~artment PHONE 650-488-8565 I FAX 650-488-8566 3 Waters Park Drive , uilding 3 , Suite 100 r A l r"' ~n C -H. (AJC No l: E-MAIL ConstructionCertRequest@theabdteam .co m San Mateo , CA 94403 ADDRESS : INSURER($) AFFORDING COVERAGE NAIC # www.theabdteam.com OH55918 INSURER A : Lib erty Mutual Fire In s urance Company 23035 INSURED INSURER B: Zurich American Insu rance Company 16535 O'Gra[J:/., Paving , In c. IN SURER C : Starr Ind emn ity & Li ab il ity Company 383 18 2513 yandotte Street Mountain View CA 94043 INSURER D: INSURER E : IN SURER F: COVERAGES CERTIFICATE NUMBER: 373559 10 REVISION NUMBER : THI S IS TO CERT IFY T HAT THE POLICIES OF INSURANCE LISTED BE LOW HAV E BEEN ISSUED TO THE IN SURED NAMED ABOV E FOR THE POLI CY PER IOD IN DICATED. NOTWITHSTANDING ANY REQU IREMEN T, TER M OR COND ITI ON OF ANY CON TRAC T OR OTHER DOCUMENT WITH RESPECT TO WH ICH TH IS CERT IFICATE MAY BE ISSUED OR MAY PERTAIN , THE IN SURANCE AFFORDED BY T HE POLICIES DESCRIBED HERE IN IS SUBJ ECT TO ALL THE TERM S, EXCLUS IONS AND CON DITI ONS OF SUCH POLICIE S. LI MIT S SHOWN MAY HAVE BEEN REDU CED BY PAID CLA IMS. INSR ADD LSUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE 1,..,~n l wvo POLI CY NUMBER (MM/DD/YYYYl (MM/DD/YYYYl LIMITS A J_ COMMERCIAL GENERAL LIABILITY I TB 2-Z91-459513-047 7/1/20 17 7/1/2018 EACH OCCURRENCE s 1 ,000,000 D CLAIMS-MADE D OCCUR DAMAGE TO RENTED PREM ISES (Ea occurrence I s 100,000 J_ X CU Covered MED EXP (Any one person) $ 5,000 ~ PERSONAL & ADV INJURY s 1,000,000 GEN 'L AGGREGATE LI MIT APPLI ES PER: GENERAL AGGREGATE s 2,000,000 R [Z]PRO-D Loc PRODUCT S -COMP/OP AGG s 2,000,000 POLICY JECT OTHER: $ B AUTOMOBILE LIABILITY BAP 0 173639-03 7/1/20 17 7/1/2018 COMBINED SINGLE LIMIT s 1 000,000 I /Ea accident) ~ J_ ANY A UTO BODILY INJURY (Per person ) s -OW NED SCHEDULED BOD IL Y INJURY (Per accident) s ~ AUTOS ONLY ~ AUTOS J_ HIRED d NON-OW NED PROPERTY DAM AGE s A UTOS ONLY AU TOS ONLY (Per accidentl s C J_ UMBRELLA LI AB H OCCUR 1000023771 7/1/20 17 7/1/20 18 EACH OCCURRENCE s 10 000 000 EXC ESS LIAB CLA IMS-MADE AGGREGATE s 10,000,000 DED I I RE T EN TI ON s N/A s B WORKERS COMPENSATION I WC 0173640-03 7/1/2017 7/1 /2018 I PER I I OTH-/ STATUT E ER AND EMPLOYERS' LIABILITY Y/N ANYPROPR IETOR/PARTNE R/EXECUTIVE GJ N /A E.L. EACH ACCIDENT $ 1,0 00,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1 000 ,000 If yes, describe under E.L. DISEASE -PO LI CY LIMIT s 1,000,000 DESCR IPTI ON OF OPERATI ONS below DESCR IPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACOR D 101 , Addition al Remarks Sch ed ule, m ay be attached if more space is required) RE : Job #17 127, Proj ect #20 17-111 , 2017 Pavement Maintenance Phase 3, Cupertin o. Ci ty of Cupertin o, its Engineer, each of its Directors, Officers , Agents a nd Employees as dete rmined by th e C ity and a ll pub li c agencies, State of Ca lifo rni a, its Officers, Agents and Employees are additio na l in su reds Gen e ra l Li ability and A utomobil e Li abi lity but on ly to th e exten t req uired by writt e n co ntract or w ritten ag reeme nt . General Li ab ility a nd A utomobile Li ab ility are Primary and No n-Contributory. Waive r o f Subrogation a ppli es to Workers' Compensation . CERTIFICATE HOLDER CANCELLATION Citj of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN 10 00 Torre Ave. ACCORDANCE WITH THE POLICY PROVISIONS . Cupertino , CA 95014 A UTH OR IZED REPRESENTATIVE ~ I Rod Sockolov © 1988-2015 ACORD CORPORATION . All rights reserved . ACORD 25 (2016/03) The ACORD name and logo are r e gistere d marks of ACORD 37355910 I 2017 -18 MASTER GL-Auto PD-WC-UMB -POLL I Pacra (1) I 8/22/2017 11 :36 :42 AM (PDT) I Page 1 of 20 This certificate cancels and supersedes ALL previously issued certificates . Policy Number TB2-Z91-459513-04 7 Issued by LIBERTY MUTUAL FIRE INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ADDITIONAL INSURED ENHANCEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Index of modified items: Item 1. Item 2 . Item 3 . Item 1. Blanket Additional Insured Where Required By Written Agreement Lessors of Leased Equipment Managers or Lessors of Premises Mortgagees, Assignees or Receivers Owners, Lessees or Contractors Architects , Engineers or Surveyors Any Person or Organization Blanket Additional Insured -Grantor Of Permits Other Insurance Amendment Blanket Additional Insured Where Required By Written Agreement Paragraph 2 . of Section II -Who Is An Insured is amended to add the following: Additional Insured by Written Agreement The following are insureds under the policy when you have agreed in a written agreement to provide them coverage as additional insureds under your policy: 1. Lessors of Leased Equipment: The person(s) or organization(s) from whom you lease equipment, but 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(s) or organization(s). This insurance does not apply to any "occurrence" which takes place after the equipment lease expires. 2 . Managers or Lessors of Premises : Any manager(s) or lessor(s) of premises leased to you in which the written lease agreement obligates you to procure additional insured coverage . 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 act(s) or omission(s) of you , your "employees", your agents or your subcontractors . There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured , except as provided below. If the written agreement obligat es you to procure additional insured coverage for the additional insured's sole negligence , then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability ari s ing out of the additional insured's sole negligen ce. LC20580117 © 2016 Lib e rt y Mutu al In s ura nce Includ es co pyri ghted ma te ri a l of In s ura nce Se rvi ces Offi ce, In c., with its pe rmiss ion . 37355910 I 2017-18 MASTER GL-Auto PD-WC -Uf'lB-POLL I Pacra (1) I 8/22/2017 1 1:36 :42 AM (PDT) I Page 2 of 20 This certificate cancels and supersedes ALL previously issued certificates . Pag e 1 of 4 This insurance does not apply to: a. Any "occurrence" which takes place after you cease to be a tenant in that premises or to lease that land ; b. Structural alterations, new construction or demolition operations performed by or on behalf of that manager or lessor; or c. Any premises for which coverage is excluded by endorsement. 3. Mortgagees, Assignees or Receivers: Any person(s) or organization(s) with respect to their liability as mortgagee , assignee or receiver and arising out of your ownership , maintenance or use of the premises . This insurance does not apply to structural alterations , new construction and demolition operations performed by or on behalf of such person(s) or organization(s). 4. Owners, Lessees or Contractors: Any person(s) or organization(s) to whom you are obligated to procure additional insured coverage, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused , in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of your "employees", your agents, or your subcontractors, in the performance of your ongoing operations . This insurance does not apply to "bodily injury", "property damage", or "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 whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of your "employees", your agents, or your subcontractors . There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured, except as provided below. If the written agreement obligates you to procure additional insured coverage for the additional insured's sole negligence , then the coverage for the additional insured shall conform to the agreement , but only if the applicable law would allow you to indemnify the additional insured for liability arising out the additional insured's sole negligence. This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or 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 . This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment , training or monitoring of others by that insured , if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services . 5. Architects, Engineers or Surveyors: 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 act(s) or omission(s) or the act(s) or omission(s) of those acting on your behalf: a . In connection with your premises ; or b. In the performance of your ongoing operations. This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional se rvi c es by or for you, including : LC 20 58 01 17 © 2016 Lib e rt y Mutu a l In s ura nce Incl ud es co py righted m ate rial of In s urance Services Offi ce , Inc., w ith its pe rmi ss ion . 37355910 I 2017-18 MASTER GL-Auto PD -WC -UMB -POLL I Patra (1) I 8/22/2017 11:36:42 AM (PDT) I Page 3 of 20 This certificate cancels and supersedes ALL previously issued certificates . Pag e 2 of 4 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 . This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision , hiring , employment , training or monitoring of others by that insured , if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by or for you . 6 . Any Person or Organization Other Than a Joint Venture: Any person(s) or organization(s) (other than a joint venture of which you are a member) for whom you are obligated to procure additional insured coverage, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused , in whole or in part , by your act(s) or omiss ion(s) or the act(s) or omission(s) of those acting on your behalf: a. In the performance of your ongoing operations ; or b. In connection with premises owned by or rented to you. This insurance does not apply to : a . Any person(s) or organization(s) more spe c ifically c overed in Paragraphs 1 through 5 above ; b. Any construction, renovation, demolition or installation operations performed by or on behalf of you, or those operating on your behalf; or c. Any person(s) or organization(s) whose profession , business or occupation is that of an architect , surveyor or engineer with respect to liability arising out of the rendering of, or failure to render , any professional architectural , engineering or surveying services , including: (1) The preparing , approving or failing to prepare or approve , maps, drawings , opinions , reports , surveys , field orders , change orders, designs and specifications ; or (2) Supervisory , inspection , architectural or engineering activities . This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by or on behalf of you , or those operating on your behalf. The insurance afforded to any person(s) or organization(s) as an insured under this Item 1: 1. Applies to the extent permitted by Jaw ; 2 . Applies only to the scope of coverage and the minimum limits of insurance required by the written agreement, but in no event exceeds either the scope of coverage or the limits of insurance provided by this policy; 3 . Does not apply to any person(s) or organization(s) for any "bodily injury", "property damage" or "personal and advertising injury" if any other additional insured endorsem e nt attached to this policy applies to such person(s) or organization(s) with regard to the "bodily injury", "property damage" or "personal and advertising injury"; 4 . Applies only if the "bodily injury" or "property damage" occ urs , or the offen se giving ri se to th e "personal and advertising injury" is committed , subsequent to the execution of the written agreement ; and 5. Applies only if the written agreement is in effe ct at th e tim e the "bodily injury" or "property damage" oc c urs , or at the time the offense giving ris e to the "personal and adv e rtis ing injury" is committed . LC20580117 © 201 6 Lib e rty Mutu al In s ura nce In cl udes copy ri g ht ed mate ri a l of Ins ura nce Se rvices Offi ce, In c., wi th it s pe rmi ss ion. 37355910 [ 2017 -18 MASTER GL-Auto PD-WC-UMB-POLL I Patra (ll J 8/22/2017 11 :36 :42 AM (PDT) I Page 4 of 20 This certificate cancels and supersedes ALL previously issued certificates . Page 3 of 4 Item 2 . Blanket Additional Insured -Grantor Of Permits Paragraph 2. of Section II -Who Is An Insured is amend ed to add the following: Any state, municipality or political subdivision that has issued you a permit in connection with any operations performed by you or on your behalf, or in connection with premises you own , rent or control, and to which this insurance applies , but only to the extent that you are required to provide additional insured status to the state , municipality or political subdivision as a condition of receiving and maintaining the permit. Such state , municipality or political subdivision that has issued you a permit is an insured only with respe ct to their liability as grantor of such permit to you . However , with respect to the state , municipality or political subdivision : 1. Coverage will be no broader than required ; and 2. Limits of insurance will not exceed the minimum limits of insurance required as a condition for receiving or maintaining the permit ; but neither the scope of cove rage nor the limits of insurance will exceed those provided by this policy. This insurance does not apply to : 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state, muni c ipality or political subdivision ; 2 . Any "bodily injury" or "property damage" included within th e "products-c ompleted operations hazard", except when required by written agreement initiated prior to loss ; or 3. "Bodily injury", "property damage" or "personal and advertising injury", unles s negligently caused , in whole or in part, by you or those acting on your behalf. Item 3. Other Insurance Amendment If you are obligated under a written agreement to provide liab ility insurance on a primary, excess, contingent, or any other basis for any person(s) or organization(s) that qualifies as an additional insured on this policy, this policy will apply solely on the basis required by such written agreement and Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions will not apply. Where the applicable written agreement does not specify on what basis the liability insurance will apply, the provisions of Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions will apply. However , this insurance is excess over any other insurance available to the additional insured for which it is also covered as an additional insured by attachment of an endorsement to another policy providing coverage for the same "occurrence", claim or "suit". LC 20 58 01 17 © 2 016 Lib e rt y Mutua l In sura nce Inclu des copy ri gh ted m ate ri a l of In s u ra nce Services Offi ce , In c., w ith its perm issio n . 37355910 I 2017 -18 MASTER GL-Auto PD-WC -tJMB -POLL j Patra (1) I 8/22/2017 11:36:42 AM (PDT) I Page 5 of 20 This certificate cancels and supersedes ALL previously issued certificates. Page 4 of 4 Policy Number TB2-Z91-459513-047 Issued by LIBERTY MUTUAL FIRE INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ENHANCEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART Index of modified items: Item 1. Item 2. Item 3. Item 4. Item 5 . Item 6. Item 7. Item 8. Item 9. Item 10 . Item 11 . Item 12 . Item 13 . Item 14 . Item 15. Item 1. Reasonable Force Non-Owned Watercraft Extension Damage To Premises Rented To You -Expanded Coverage Bodily Injury To Co-Employees Health Care Professionals As Insureds Knowledge Of Occurrence Or Offense Notice Of Occurrence Or Offense Unintentional Failure To Disclose Bodily Injury Redefined Supplementary Payments -Increased Limits Property In Your Care, Custody Or Control Mobile Equipment Redefined Newly Formed Or Acquired Entities Waiver Of Right Of Recovery By Written Contract Or Agreement Contractual Liability -Railroads Reasonable Force Exclusion a. of Section I -Coverage A -Bodily Injury And Property Damage Liability 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 Paragraph (2) of Exclusion g. of Section I -Coverage A -Bodily Injury And Property Damage Liability 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 to carry persons or property for a charge; Item 3. Damage To Premises Rented To You -Expanded Coverage A. The final paragraph of 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liability is replaced by the following: LC 0443 0117 © 2016 Liberty Mutual In s urance In c lud es copyrighted materi al of In s ura nce Servi ces Offi ce , Inc., with it s pe rmi ssio n . 37355910 I 2017-18 MASTER GL-Auto PD-WC-Uf,18-POLL I Pacra (1) I 8/22/2017 11:36:42 AM (PDT) I Page 6 of 20 This certificate cancels and supersedes ALL previously issued certificates. Page 1 of 6 Exclusions c . through n. do not apply to damage by fire, lightning or explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section Ill -Limits Of Insurance . B. Paragraph 6. of Section Ill -Limits Of Insurance is replaced by the following : 6. Subject to Paragraph 5. above , the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises , while rented to you , or in the case of damage by fire , lightning , explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner. The Damage To Premises Rented To You Limit is the greater of: a. $300 ,000 ; or b. The Damage To Premises Rented To You Limit shown on the Declarations. C. Paragraph 9.a. of the definition of "insured contract" in Section V -Definitions is replaced by the following: a . A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire , lightning , ex plosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; D. The paragraph immediately following Paragraph (6) of Exclusion j . of Section I -Coverage A -Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (oth e r than damage by fire, lightning or explosion or subsequent damages resulting from such fire , lightning or explosion including water damage) to premises , including the contents of such premises , rented to you for a period of seven or fewer consecutive days. A separate limit of insuran ce applies to Damage To Premises Rented To You as described in Section Ill -Limits of Insurance . Item 4. Bodily Injury To Co-Employees A. Paragraph 2. of Section II -Who Is An Insured is amended to include: Each of the following is also an insured : Your "employees" (other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company)) or "volunteer workers" are insureds while in the course of their employment or while performing duties related to the conduct of your business with respect to "bodily injury": (1) To you; (2) To your partners or members (if you are a partnership or joint venture); (3) To your members (if you are a limited liability company); or (4) To a co-"employe e " or "volunteer worker" while that co-"employee" or "volunteer worker" is either in th e course of his or her employment by you or while performing duties related to th e conduct of your business (including participation in any recreational activities sponsored by you). Paragraph 2 .a.(1 )(a) of Section II -Who Is An Insured do es not apply to "bodily injury" for which insuran c e is provided by this paragraph . LC 04 43 0117 © 201 6 Lib erty Mutu a l In s urance In c lud es co pyri g hted m aterial of In s ura nce Services Offi ce, In c., w ith its pe rmi ss io n . 37355910 I 2017-18 "'1.ASTER GL-Auto PD-~l C-UMB-POLL I Patra (1) I B/22/2017 11 :36 :42 AM (PDT) I Page 7 of 20 Thi s certif i cate cancels and supersedes ALL previously issued certif i cates . Page 2 of 6 B. The insurance provided by this Item 4. for "bodily injury" to a co-"employee" or "volunteer worker" will not apply if the injured co-"employee's" or "volunteer worker's" sole remedy for such injury is provided under a workers' compensation law or any similar law. C. Other Insurance The insurance provided by this Item 4 . is excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis. Item 5. Health Care Professionals As Insureds A. Paragraph 2.a.(1 )(d) of Section II -Who Is An Insured is replaced by the following : (d) Arising out of his or her providing or failure to provide professional health care services . However, any "employee" or "volunteer worker" of the Named Insured who is acting as a Good Samaritan in response to a public or medical emergency or who is a "designated health care provider" is an insured with respect to "bodily injury" and "personal and advertising injury" that: (i) Arises out of the providing of or failure to provide professional health care services; and (ii) Occurs in the course of and within the scope of such "employee's" or "volunteer worker's " employment by the Named Insured . B. With respect to "employees" and "volunteer workers" providing professional health care services, the following exclusions are added to Paragraph 2. Exc lusions of Section I -Coverage A -Bodily Injury And Property Damage Liability and Paragraph 2. Exclusions of Section I -Coverage B -Personal And Advertising Injury Liability: This insurance does not apply to : (1) Liability assumed under an "insured contract" or any other contract or agreement; (2) Liability arising out of the providing of professional health care services in violation of law; (3) Liability arising out of the providing of any professional health care services while in any degree under the influence of intoxicants or narcotics; (4) Liability arising out of any dishonest, fraudulent, malicious or knowingly wrongful act or failure to act; or (5) Punitive or exemplary damages , fines or penalties. C. The following definition is added to Section V -Definitions: "Designated health care provider" means any "employee" or "volunteer worker" of the Named Insured whose duties include providing professional health care services, including but not limited to doctors, nurses , emergency medi ca l techni c ians or designated first aid personnel. D. Other Insurance The insurance provided by this Item 5 . is excess over any other valid and collectible insurance available to the insured , whether primary , excess, contingent or on any other basis. Item 6. Knowledge Of Occurrence Or Offense Knowledge of an "occurrence" or offense by your agent, servant or "employee" will not in itself constitute knowledge by you unless your "executive officer" or "employee" designated by you to notify us of an "o cc urrence" or offense has knowledge of the "occurrence" or offense. LC 04 43 01 17 © 2016 Liberty Mutual In surance In cludes copyrighted material of In s urance Services Office , Inc., with its permission. 37355910 I 2017-18 MASTER GL-Auto PD-WC-UMB-POLL I Patra (1) I 8/22/2017 11 :36 :42 AM (PDT) J Page 8 of 20 This certificate cancels and supersedes ALL previously issued certificates. Page 3 of 6 Item 7. Notice Of Occurrence Or Offense For purposes of Paragraph 2.a. of Section IV -Commercial General Liability Conditions, you refers to your "executive officer" or "employee" that you have designated to give us notice . Item 8. Unintentional Failure To Disclose Unintentional failure of the Named Insured to disclose all hazards existing at the inception of this policy shall not be a basis for denial of any coverage afforded by this policy. However, you must report such an error or omission to us as soon as practicable after its discovery. This provision does not affect our righ t to collect additional premium or exercise our right of cancellation or non- renewal. Item 9. Bodily Injury Redefined The definition of "bodily injury" in Section V -Definitions is replaced by the following : "Bodily injury" means : a. Bodily injury, sickness or disease sustained by a person , including death resulting from any of these at any time; and b. Mental anguish, shock or humiliation arising out of injury as defined in Paragraph a. above . Mental anguish means any type of mental or emotional illness or distress . Item 10. Supplementary Payments -Increased Limits Paragraphs 1.b. and 1.d. of Sec tion I -Supplem entary Pa ymen ts -Coverages A And B are replaced by the following: b. Up to $3,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies. We do not have to furnish these bonds . d. All reasonable expenses in c urred by the insured at our request to assist in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of t ime off from work. Item 11. Property In Your Care, Custody Or Control A. Paragraphs (3) and (4) of Exclusion j. of Section I -Coverage A -Bodily Injury And Property Damage Liability are deleted . B. Addit io nal Exclusion Coverage provided by this endorse ment does not apply to "property damage" to property while in transit. C. Limits of Insurance Subject to Paragraphs 2 ., 3., and 5. of Section Ill -Limits Of Insurance , the most we will pay for insurance provided by Paragraph A. above is: $10 ,000 Ea c h Occ urren ce Limit $75 ,000 Aggreg ate Limit The Each Occ urrence Limit for this coverage applies to all damages as a resu lt of any one "occurrence" regardless of the numb er of persons or organizations who sustain damage be ca use of that "o cc urrence". LC 04 43 01 17 © 2016 Lib erty Mutual In su ra nce In cludes co py righted m ate rial of Insu ra nce Services Offi ce , In c., w ith its permission . 37355910 I 2017-18 MASTER GL-Auto PD-WC-UMB-POLL I Patra (1) j 8/22/2017 11:36:42 AM (PDT) I Page 9 of 20 This certificate cancels and supersedes ALL previously issued certificates . Pag e 4 of 6 The Aggregate Limit is the most we will pay for the sum of all damages under this Item 11. D. Other Insurance 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. Item 12 . Mobile Equipment Redefined The definition of "mobile equipment" in Section V -Definitions is amended to include self-propelled vehicles with permanently attached equipment less than 1000 pounds gross vehicle weight that are primarily designed for: (1) Snow removal; (2) Road maintenance, but not construction or resurfacing; or (3) Street cleaning. Item 13. Newly Formed Or Acquired Entities A. Paragraph 3. of Section II -Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form, other than a partnership or joint venture, 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 . However: a . Coverage under this provision is afforded only until: (1) The 180th day after you acquire or form the organization; (2) Separate coverage is purchased for the organization; or (3) The end of the policy period whichever is earlier; b. Section I -Coverage A -Bodily Injury And Property Damage Liability does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Section I -Coverage B -Personal And Advertising Injury Liability does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. B. The insurance afforded to any organization as a Named Insured under this Item 13. does not apply if a Broad Form Named Insured endorsement attached to this policy applies to that organization. Item 14. Waiver Of Right Of Recovery By Written Contract Or Agreement The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Commercial General Liability Conditions : We waive any right of recovery because of payments we make under this policy for injury or damage arising out of your ongoing operations or "your work" included in the "products-completed operations hazard" that we may have against any person or organization with whom you have agreed in a written contract or agreement to waive your rights of recovery but only if the "bodily injury" or "property damage" occurs, or offense giving rise to "personal and advertising injury" is committed subsequent to the execution of the written contract or agreement. LC04430117 © 2016 Liberty Mutual Insurance In cludes copyr ighted material of In surance Services Office , In c., with its permission. 373559 1 0 I 2017-18 MASTER GL-Auto PD-WC-UMB-POLL I Patra (1) j 8/22/2017 11 :36 :42 AM (PDT) I Page 10 of 20 This certificate cancels and supersedes ALL previously issued certif i cates . Page 5 of 6 Item 15 . Contractual Liability -Railroads Paragraph 9. of Section V -Definitions is replaced by the following: 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning , explosion or subsequent damages resulting from such fire , lightning or explosion includ ing water damage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation , as required by ordinance, to indemnify a municipality , except in connection with work for a municipality ; e. An elevator maintenance agreement ; f . That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not includ e that part of any co ntract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing , approving or failing to prepare or approve maps , shop drawings , opinions , reports , surveys , field orders , c hange orders or drawings and specifications; or (b) Giving directions or instructions , or failing to give them , if that is the primary ca use of the injury or damage ; (2) Under which the insured , if an archite ct , engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failing to render professional services , including those listed in Paragraph (1) above and supervisory, inspection , architectural or engineering activities. LC04430117 © 20 16 Liberty Mutual In surance In c lude s copyrighted material of Insurance Services Office , Inc ., with its permission. 37355910 I 2017-18 MASTER GL-Auto PD-WC-UfllB-POLL I Patra (1) I B/22/2017 11 :36 :42 AM (PDT) I Page 11 of 20 This certificate cancels and supersedes ALL previously issued certificates. Page 6 of 6 TB 2-Z9 1-4595 13-047 Policy Number TB2-Z91-459513-047 Issued by LIBERTY MUTUAL FIRE INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT OR DESIGNATED LOCATION COMBINED AGGREGATE LIMITS -WITH TOTAL AGGREGATE LIMIT FOR ALL PROJECTS AND LOCATIONS This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART Schedule Designated Construction Project(s) or Designated Location(s): All projects where the named insured is providing work. Total Aggregate Limit for all Projects and Locations: $ 15 ,000,000 A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I -Coverage A , and for all medical expenses caused by accidents under Section I -Coverage C, which can be attributed only to ongoing operations at a single designated construction project or a single designated "location": 1. A separate Designated General Aggregate Limit applies to each designated construction project and to each designated "location", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations . 2 . The Designated General Aggregate Limit is the most we will pay for the sum of all damages under Section I -Coverage A , except damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medical expenses under Section I -Coverage C regardless of the number of: a . Insureds ; b. Claims made or "suits" brought ; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated General Aggregate Limit for that designated construction project or designated "location". Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated General Aggregate Limit for any other designated construction project or designated "location". 4 . The limits shown in the Declarations for Each Occurrence , Damage to Premises Rented to You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated General Aggregate Limit and the Total Aggregate Limit for all Proje cts and Locations. LC25190115 © 2014 Liberty Mutual Insurance Includes copyrighted material of In s ura nce Se rvices Office, Inc., with its pe rmi ss ion. 37355910 I 2017 -18 MASTER GL-Auto PD-WC -UMB -POLL I Pacra (1) I 8/22/2017 11:36:42 AM (PDT) I Page 12 of 20 This certificate cancels and supersedes ALL previously issued certificates . Pag e 1 of 2 5. The Total Aggregate Limit for all Projects and Locations shown in the Schedule of this endorsement is the most we will pay for the sum of all damages caused by "occurrences" under Section I -Coverage A and all medical expenses caused by accidents under Section I -Coverage C which can be attributed only to ongoing operations at a designated co nstruction project or designated "location" shown in the Schedu le of this endorsement , regardless of the number of construction projects, "locations", "occurrences" or accidents . 6. Each Designated General Aggregate Limit is subject to the Total Aggrega te Limit for all Proje cts and Locations shown in the Schedule of this endorsement. B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I -Coverage A, and for all medical expenses caused by accidents under Section I -Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project or single designated "location": 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Lim it or the Products-Completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Designated General Aggregate Limit. C. When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages because of "bodily in jury" or "property damage" included in th e "products-completed operations hazard" will reduce the Products-Completed Operations Aggregate Limit , and not reduce the General Aggregate Limit nor the Designated General Aggregate Limit. D. If the applicable construction project has been abandoned, delayed, or abandoned and then restarted , or if the authorized contracting parties deviate from plans, blueprints, designs , specifications or timetables, th e project will still be deemed to be the same construction project. E. For the purposes of this endorsement , the Definitions Section is amended by the addition of the following definition: "Location" means any premises that you occupy for permanent operations as part of your business, but does not include any premises at which you are performing operations as part of a construction project. All premises involving the same or co nnecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad shall be considered a single "location". F. The provisions of Section Ill -Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. LC25190115 © 2014 Liberty Mutual Insurance In c lu des copyrighted material of Insurance Services Office, Inc., with its permission. 37355910 I 2017-18 MASTER GL-Auto PD -WC -UMB-POLL I Patra (1) I 8/22/2017 11:36:42 AM (PDT) I Page 13 of 20 This cerci f icat.e cancels and supersedes ALL previously issued cerci f icates. Page 2 of 2 Coverage Extension Endorsement Poli cy No . Eff. Date of Pol. Exp. Date of Po l. Eff. Date of End. Produ ce r No . Add'/. Prem BAP0173639 -0 3 07/01/2017 07/0 1 /2018 07/01/2'01 7 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the : Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured ZURICH Return Prem . 1. The following is added to the Who Is An Insured Provision in Section II -Covered Autos Liability Coverage : The following are also "insureds": (!) a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own , hire or borrow for acts performed within the scope of employment by you . Any "employee" of yours is also an "insured " while operating an "auto" hired or rented under a contract or agreement in an "employee's " name , with your permission , while performing duties related to the conduct of your business . b. Anyone volunteering services to you is an "insured" while using a cove red "auto" you don 't own , hire or borrow to transport your c lients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d. Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less . 2 . The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance -Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an exce ss basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment -Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II -Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. W e do not have to furni s h th ese bonds. (4) All reasonable expenses in c urred by the "insu red" at our request , including actual loss of earnings up to $500 a day because of time off from work . 37355910 I 2017-10 MASTER GL-Auco Po-wc-illful!-116lr.~ q0 ~,Y[~h\'f? 1/1'i!WJ?1£f71ri_~~~~~,rf ,§.f)~f,f)S PtJ1~~· lQC0E "'::,iSh it s permi ss ion. This certificate cancels and supersedes ALL previously issued certificates . U-CA-424-F CW (04/14) Page 1 of 6 C. Fellow Employee Coverage The Fellow Employee Exc lusion contained in Section II -Covered Autos Liability Coverage does not apply. D . Driver Safety Program Liability and Physical Damage Coverage 1. The following is added to the Racing Exclu s ion in Section II -Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as , but not limited to , auto or tru ck rodeos and other auto or truck agility demonstrations. 2. The following is added to Paragraph 2. in the Exclusions of Section Ill -Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in the Exclusions of Section IV -Physical Damage Coverage of the Motor Carrier Coverage Form : This exclusion does not apply to covered "autos" participating in a driver safety program event , such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations . E. Lease or Loan Gap Coverage The follow ing is added to the Coverage Provision of the Physical Damage Coverage Section : Lease Or Loan Gap Coverage In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less : a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b. Any: (1) Overdue lease or loan payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use , abnormal wear and tear or high mileage ; (3) Security deposits not returned by the lessor ; (4) Costs for extended warranties , credit life insurance , health , accident or disability insurance purchased with the loan or lease; and (5) Carry-over balances from previous leases or loans . F. Towing and Labor Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following: We will pay up to $75 for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section : If glass must be replaced , the deductible shown in the De cla rations will apply. However, if glass can be repaired and is actually repaired rather than replaced , the deductible will be waived. You have the option of having the glass repaired rather than repla ced . H. Hired Auto Physical Damage -Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following : Loss Of Use Expenses For Hired Auto Physical Damag e, we will pay expenses for which an "insured" becomes legally responsible to pay for lo ss of use of a vehicle rented or hired without a driver under a written rental contract or written renta l agreement. We will pay for loss of use expe nses if caused by: 37355910 I 2017-18 MASTER GL-Auto PD-wc-ffitr!~~~ q0 P.Y[lfah\'1? T~Wdr~i5if1lrJ.q~~~~.rf .§.f!r;'ti&f;\S pgi~~· l~Cot 1'9bh it s perm iss ion. This certificate cancels and supersedes ALL previously issued certificates . U-C A-424-F CW (04/14) Pag e 2 of 6 (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any cov e red "auto"; (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for lo s s of use is $100 per day , to a ma x imum of $3000. I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section : Personal Effects Coverage a. We will pay up to $750 for "loss" to personal effects which are : (1) Personal property owned by an "insured"; and (2) In or on a covered "auto". b. Subject to Paragraph a. above , the amount to be paid for "loss" to personal effects will be based on the lesser of: (1) The reasonable cost to replace; or (2) The actual cash value . c. The coverage provided in Paragraphs a. and b. above , only applies in the event of a total theft of a covered "auto". No deductible applies to this coverage . However , we will not pay for "loss" to personal effects of any of the following: (1) Accounts , bills , currency , deeds , eviden ce of debt , money , notes , securities, or commercial paper or other documents of value . (2) Bullion, gold , silver, platinum , or other precious alloys or metals ; furs or fur garments ; jewelry , watches , precious or semi-precious stones . (3) Paintings, statuary and other works of art . (4) Contraband or property in the course of illegal transportation or trade. (5) Tapes, records , discs or other similar devices used with audio , visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same "loss ". J. Tapes, Records and Discs Coverage 1. The Exclusion in Paragraph 8.4.a. of Section Ill -Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.2 .c. of Section IV -Physical Damage Coverage in the Motor Carrier Coverage Form does not apply. 2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section : We will pay for "loss" to tapes , records, dis cs or other similar devices used with audio , visual or data ele ctroni c equipment. We will pay only if the tapes , records , discs or other similar audio , visual or data electronic devices : (a) Are the property of an "insured"; and (b) Are in a covered "auto" at the time of "loss". The most we will pay for such "loss" to tapes , records , dis c s or other similar devices is $500 . The Physical Damage Coverage Deductible Provision do es not apply to such "loss". 37355910 I 2017 -18 MASTER GL-Auto PD-wc-llw.!!-i16~~ q0 P.Y[i£.hi~? f/1 ~t,/'Y:i?1£f11ry~l/5'i!8f¥ §13r;'{i1,11s Pifl~~· l~C6f ~6h its perm ission . This certificate cance l s and supersedes ALL previ ously issued cert i ficates . U-CA-424-F CW (04/14) Page 3 of 6 K. Airbag Coverage The Excl us ion in Paragraph B.3.a. of Section Ill -Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.4.a. of Section IV -Physical Damage Coverage in the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag . L. Two or More Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section : If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us , the following applies for each covered "auto" on a per vehicle basis: 1. If the deductible on this policy or Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. M. Physical Damage -Comprehensive Coverage -Deductible The following is added to the Deductible Provision of the Physical Damage Coverage Section: Regardless of the number of covered "autos" damaged or stolen, the maximum deductible that will be applied to Comprehensive Coverage for all "loss" from any one cause is $5,000 or the deductible shown in the Declarations , whichever is greater. N. Temporary Substitute Autos -Physical Damage 1. The following is added to Section I -Covered Autos : Temporary Substitute Autos -Physical Damage If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following types of vehicles are also covered "autos" for Physical Damage Coverage : Any "auto" you do not own when used with th e permission of its owner as a temporary substitute for a covered "auto" you do own but is out of service because of its: 1. Breakdown; 2. Repair; 3. Servicing ; 4. "Loss"; or 5. Destruction . 2. The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Se ction : Temporary Substitute Autos -Physical Damage We will pay the owner for "loss" to the temporary substitute "a uto" unless the "loss" results from fraudulent acts or omissions on your part . If we make any payment to the owner, we will obtain the owner's rights against any other party . The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. 0. Amended Duties In The Event Of Accident, Claim , Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: a. In the event of "accident", claim , "suit" or "loss", you must give us or our authorized representative prompt noti ce of the "accident", claim , "suit" or "loss". However , these duties only apply when the "accident", claim , "suit" or "loss " is known to you (if you are an individual), a partner (if you are a partnership), a member (if you are a lim ited liability co mpany) o r an executive officer or insura nce manager (if you are a corporation). The failure of any 37355910 I 2017-18 MASTER GL-Auto PD-wc-\.17.R!!-lir.E q0P.Y[lfah\Ei? T'!IW1?!£f,lri_9%~~fy §tl~8Fi5 pg1~~· 19c6~1bh its permi ss ion . This certificate cancels and supersedes ALL previously issued certificates . U-CA-424-F CW (04/14 ) Page 4 of 6 agent, servant or employee of the "insured" to notify us of any "accident", claim , "suit" or "loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit"; (2) The "insured 's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you . P. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. Q. Employee Hired Autos -Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance -Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage , the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease , hire , rent or borrow; and (2) Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official's duties as respect their obligations to you . However, any "auto" that is leased , hired, rented or borrowed with a driver is not a covered "auto". R. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition : However , we will not deny coverage under this Coverage Form if you unintentionally: (1) Fail to disclose any hazards existing at the inception date of this Coverage Form ; or (2) Make an error, omission, improper description of "autos" or other misstatement of information . You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. S. Hired Auto -World Wide Coverage Paragraph 7a.(5) of the Policy Period, Coverage Territory Condition is replaced by the following : (5) Anywhere in the world if a covered "auto" is leased, hired , rented or borrowed for a period of 60 days or less, T. Bodily Injury Redefined The definition of "bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease, sustained by a pe rson including death or mental anguish, resulting from any of these at any time . Mental anguish means any type of mental or emotional illness or disease. 37355910 I 2017-18 MASTER GL-Auto PD -Wc -\.lJ.R!*6ir.~ q0~,Y[iQ,h\El? rr~Wl?16¥)rJ.~L!~'iJ~.\J ~~fmS pm~~· 1~c6t ~bh its pe rmiss io n. This certificate cancels and supersedes ALL previously issued certificates . U-CA-424-F CW (04/14) Page 5 of 6 U. Expected Or Intended Injury The Expected Or Intended Injury Ex c lusion in Paragraph B. Exclusions under Section II -Covered Auto Liability Coverage is replaced by the following : Expected Or Intended Injury "Bodily injury" or "property damage" ex pected 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. V. Physical Damage -Additional Temporary Transportation Expense Coverage Paragraph A.4.a. of Section Ill -Physical Damage Coverage is replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $50 per day to a maximum of $1 ,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage . We will pay for temporary transportation ex penses in c urred during the period beginning 48 hours after the theft and ending , regardless of the policy's expiration , when the covered "auto" is returned to use or we pay for its "loss". W. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section: In th e event of a total "loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or "auto" powered by an alternative fuel source of the private passenger type , we will pay an additional 10 % of the cost of the replacement "auto", excluding ta x, title , license, other fees and any aftermarket vehicle upgrades, up to a ma x imum of $2500. The covered "auto" must be replaced by a hybrid "auto" or an "auto" powered by an alternative fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease agreement. To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power. The other source of propulsion power must be electric, hydrogen , propane , solar or natural gas , either compressed or liquefied . To qualify as an "auto" powered by an alternative fuel source , the "auto" must be powered by a source of propulsion power other than a conventional gasoline engine . An "auto" solely propelled by biofuel, gasoline or diesel fuel or any blend thereof is not an "auto" powered by an alternative fuel source. X. Return of Stolen Automobile The following is added to the Coverage Extension Provision of the Physical Damage Coverage Section : If a covered "auto " is stolen and recovered , we will pay the cost of transport to return the "auto " to you . We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage . All other terms , conditions , provisions and exclusions of this policy remain the same . 37355910 I 2017-18 MASTER GL-Auto PD-WC-~!116~~ qogy[lfl h\El? f(1'il'n91'b6i1)f19.~5~r;i s:r .ful7ii1ms P~l~~· l9Ca~"46h it s pe rmi ssion. This certificate cancels and supersedes ALL previously issued certificates . U-CA-424-F CW (04/14) Page 6 of 6 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 0 3 06 (Ed . 4 -84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA This endorsement changes the policy to whi ch it is atta c hed effective on the in c eption date of the policy unless a different date is indicated below. (Th e fo ll owin g "a tt achin g cl ause " nee d be com pl eted onl y w hen thi s endorse m ent is iss ued s ub seq uent to pre pa rati o n of th e po li cy.) This endorsement, effective on 0 7 /0 1 /2 0 1 7 (DATE) at 12 :01 A.M . standard time , forms a part of Policy No. WCOl 7 3640 -03 of the issued to O ' Grady Paving , Inc. Premium (if any) $ Endorsement No . (NA ME OF IN S URANCE COM PA NY) A uth ori zed Represe ntati ve We have the right to recover our payments from anyon e liable for an injury cov ered by this policy. We will not enforce our right against the person or organi zation 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 agreem e nt from us .) You must maintain payroll re cords accuratel y segregating th e remuneration of your employees whil e e ng aged in the wo rk des c ribed in the Schedule . The additional premium for this endorsement s hall be mium otherwise due on such remuneration . % of the California workers ' compensation pre- Person or Organization ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED , EX ECUTED PRIOR TO THE ACCIDENT OR LOSS , THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION WC 252 (4-84) WC 04 03 06 (Ed. 4-84) Schedule Job Description ALL CA OPERATIONS 37355910 I 2017-18 MASTER GL-Auto PD-WC-UMB-POLL I Patra {1) I 8/22/2017 11 :36 :42 AM (PDT) I Page 20 of 20 This certificate cancels and supersedes ALL previously issued certificates . Page 1 of 1 I City or Cup ertino Inspector's Document : CI PF09-0 7 10300 Torre /\venue Cuperti no, CA 95014-3202 CONTRACT CHANGE Tel ephonc :40 8-777-335 ,1, Fax :,108-777 -3333 ORDER FORM w/ CM Change Order 1 TO : O'Grady Paving Inc. PROJECT: 2017 Pavement Maintenance Project-Phase 3 City Project No. 2017-111 Change Requested By: City of Cupertino You are hereby directed to make the herein described changes from the plans and specifications or do the followi ng de scri bed work not included in the plans and specifications on thi s contract: Item No. Descriotion Unit Quantity Unit Cost Total Cost 38-CCO 1 Crack Fill (Grahmam Contractors) DY 3 $13,562.00 $40,686.00 Traffic Control DY 3 $1,290.00 $3,8 70.00 5% Markup $0.00 $2,227 .80 Note: See attached spreadsheet for quantity breakdown on each street. th is change order total : $46,783.80 Previous Change Order Amount: $ - Total Cost This Change Order: $46,783.80 Total Changes To Date Including This Change Order: $46,783.80 Original Contract Amount: $ 2 ,250,943.75 Revised Contract Amount:! $2,297,727.55 Contract Time Adjustment:! 3 Working Oats We, !h e undersigned Contractor, have given carefu l con sideratio n to the chan ge proposed an d hereby agree, if this proposal is approved , that we will provide all equ ipmen t, furnish all materials, except as othe~oted herein , and perform all services necessary fo r th e work above specifie d, and will accep t as full payment th ere fore the:~~~t•w~JZ · Note: This Change Ord er is not effect' until app~ ed by th Town Manager. Accepted, Dalee IO /Jo A 7 ~6tc,cto<, O'Grady Paving Inc. c~o By: // , Title: If the Contractor does not sign acceplanc e ~~ 1 his Ci~ge Ord er, his allen ti on Is directed to the requi re ments of the specifications as to proceeding wilh ordered work and filing a written protest will1I the tim there in specified. - Recommended By; ' , 2017 --7 Date : Approval Recommended: L17Z ' 4b , 2017 Date: , ~t Managef Si gnature I Approval Recommended : . ~ ' 11/,7/! 7 , 2017 .---1 ' --Date: I ~orr.s-Direclor/City Engineer Signature I Approved: .,{~.~ , 2017 City Manager Signatu re G0 .......... -,/ )U" t\~i1~ \ \ I City of Cupertino I 0300 Torre Ave nu e llt~pe(lo, 's DOCtl lllCi i l: CIPrOJJ•(11 Cupert ino, CA 950 14-3202 Tclepho ne:408-777-3354 , Fax :408-777-3333 CO NTRACT CHANGE ORDER FORM w/ CM Change Order#: 2 TO : O'Grady Paving Inc. PROJECT: 2017 Pavement Maintenance Project-Phase 3 City Project No. 2017-111 Change Requested By: City of Cupertino You are hereby directed to make the herein described changes from the plan s and specificat ions or do the following described work not includ ed in the plans and specific at ions on this contrac t: Item No. Oescriotion Unit Quantity Unit Cost 2 Rubberized Hot Mix Asphalt 1/2" Maxirnu TN -12 11.24 $128.00 3 1/2" Hot Mix Asphalt (Type C) TN 396.78 $100.00 4 Cold Plane and Remove 3" AC SY 2391 $17.20 6 Keycut A LF -3842 $2.00 7 Keycut B LF -4279 .5 $5.00 8 Kevcut C LF -1248 $8 .00 40-CCO 2 0.15 ' Cold Plane SF 142702 $1.35 Nole : See attached spreadsheet for quantity breakdown on each street. th is change order total : Previou s Change Order Amount: $46,783.80 -----------Tot a I Cost This Change Order: $79 ,346.68 ------------Total Changes To Date Including This Change Order : $126 ,130.48 ------------Original Contract Amount: $ 2 ,2 50 ,9 43 .75 ..... -------------, Revised Contract Amount:! $2,377 ,074.23 ------------Contract Time Adjustment:! 5 Working Days .._ ____ ___. Total Cost -$155,038 .72 $39,678.00 $41,125.20 -$7 ,684 .00 -$21 ,397 .50 -$9,984 .00 $192,64 7.70 $79,346 .68 We, the undersigned Contractor, have given careful consideration lo the change proposed and hereby agree, if this proposal is approved , that we will provide all equipment, furnish all materi als, except as otherwise be noted herein, and pe rform all services necess ary for the work above specified, and wi ll accept as full payment therefore the prices shown herein. Note: This Change Order is not effective until approved by the Town Manager. Accepted, Date: j.J / j D · , 2017, Contractor: By: ~ O {Al ., o_l ')A . Title: O'Grady Paving Inc. If the Con tractor does not sign accep tance of this Change Order, his atten tion is directed lo the requirements of the specifications as lo proceeding with orde red work and fil ing a written protest with in the lime there in specified . Recommended By: I November 10 , 2017 Date: ' //h , 2017 Date: Approval Recommended: Approval Recommended: Date: , 2017 P~e-vvorks Dll'eet'O'r/Cily Engineer Signature ~ Approved: ', , I'\ • , 2 17 -----C-ily_M_a_n_a-ge_r..,,S.,..ig-na-1-ur_e____ ..,,_1\-,,+l -,l'""l\'b--,-.L-... -tt-u•--.,,,, \. \ \ \ ,, (.)' I City o f Cu pert in o rns11 enm's Oown1e nt : CU'FfJ !l-07 I 0300 Ton-e A ven ue Cup er1i110, CA 950 14 -3202 CO NTRA CT CHA NGE Tclep hone:408-777 -3354, fax :408-777 -3333 ORDER FORM w/ CM Change Order#: 3 TO: O 'Grady Paving I nc. PROJECT: 2017 Pavement Maintenance Project-Ph ase 3 City Project No. 2017-1 11 Change Requested By: City of Cupertino You are hereby direc led to make lh e herein descri bed changes fr om the plans and specifications or do tile foll owing described work not incl ud ed in th e plans and speci fi ca ti ons on lhis con lract: Remove and Replace Curb and Gutte r as marked out by City Item No. Des cription Unit Quantitv Un it Cost Total Cost 41-CCO 3 R ep lace Curb a nd Gutter-Agreed Lump LS 1 $9,3 15.00 $9,31 5 .00 Sum Note: See attached spreadsheet for quantity breakdown on each stre et. this change order total: $9,315.00 Previou s Change Order Amount: $126,130.48 Total Cost This Change Order: $9,315.00 Total Changes To Date Including This Change Order: $135,445.48 Original Contract Amount: $ 2,250,943.75 Revised Contract Amount:! $2,386,389.23 Contract Time Adjustment:! O Working D a'ls We, !he undersig ned Conl rac lor, have given carefu l co nsiderallon to !he change proposed and hereby agree , if !hi s proposal is app roved, lh al we will provide all eq uip ment, furni sh all mal eJi als , excepl as olherwise be noled herei n, and perform all services necessa ry for !he worl< above specified, and will accep l as full paymen t lherelore !he price s shown herein. Note: Thi s Change Order ls not effe~ppro ved by !he Town Manager. Accepted, Date: / (;l/,fg, JI f'J J, 2017, Contractor: O'G rady Paving Inc . By: ( I~ , Titl e: L-eD If the Conlraclor do es no! s;~nce of this Change Ord er, his all ention is di rected to lh e requ ire men ts or the speci fi ca ti ons as lo proceeding wilh ordered work and filing a wrlll pro I within Ih a lime th erein specified. ,,--·-7 Recommende d By: C;;;:;/ k :7 ~ .. ' Dece mber 13 , 2017 Date : Approva l Recom mended : ~~;J'/_ ' ~ .,-2e17' Date: ?~e'f Sig nalure Approval Recommended: ' , 2017 Date: Publi c Works Di reclo r/C ily Engin ee r Signature Approved : ' , 20 17 Date : Ci ly Manager Sign alu re ~(')~ PAVI NG , I NC . Ng 25397 ASP HALT PAVING• GRADING , EXCAVATING 2513 WYANDOTIE STREET· MOUNTAIN VIEW, CA 94043 Job No ...... ....•........ .................. . .. ·~LY rCT RA WO ~Ptf R T . Pate •.•.................•.. , ............. PERFORMEDFOR ~\,~fj:_:. F)/\J{L . .J .. J 1Ilhc~Qh .. .• . . DESCRIPTION .. ~-----~o H _____________ {_ __ w _J ~ ______ toN ____________ '--~----------~~------------------------------------ ©N t)e~(~AB O~ ~::;) _A 1'ri Ar ().A'<, dA EQb1PMENT NAME CLASS HRS . RATE AMT. TYPE NO . HRS . I RATE AMT. REG REG OT ; OT s~ REG d7fl ... ~ ~ -r; REG ' :) lJ:rt.--· OT . .-CL) lU OT \ REG REG OT I.A.. OT 5°/0 ~ REG ~\ ,--, I ,If" ~-REG I _. f\_OT LI ~ OT .. -··- ,' MEG REG . 'bT ~ ~ ~_..,, OT REG l (.}f,<\ 1 ~:) REG OT f .,_...., I OT REG REG OT OT I REG REG OT OT Nt [FJ) REG, r\ " --REG OT ~\ .. A) OT -~-REG OT OT RE G REG OT OT REG RE G OT OT ' REG REG OT OT TOTALS ! TOTALS MATERIALS TYPE QUANTITY PR ICE AMOUNT MARKUP TOTAL I I I GRAND TOTAL C,3 / 5 AUTHORIZI NG SIGNATU RE (PR IOR TO P RI C ING) FOREMAN'S SIGNATURE SpenCon Construction, Inc. PO Box 1220 Danville, CA 94526 License # 820205 Telephone: 925 .984.2581 Bill To O'Grady Paving 2513 Wyandotte Street Mountain View, CA 94043 Description Emergency work for City of Cupertino Installing 90 feet of curb and gutter .i~ ' Fax: 925.984.2583 Quantity Invoice Date Invoice# 10/23/2017 8191-l P.O. No. Project 2017-0grady misc Rate · Amount 90 90 .00 8,100.00 Total $8,100.00 I Ci ty ul'Cupc rtinu - J0300To rrc Avenue ln sp,~c,ur's Oo curncnl: CIPf09·07 Cupe 11 inu, CA 950 14 -3202 CO NTRA CT CHAN GE Te l cphone:408 -777-3354, Fax :408-777-33 33 ORDER FORM w/ CM . Change Order#: 4 TO : O'Grady P aving Inc. PROJECT: 2017 Pavement Maintenance Project-Phase 3 City Project No . 2017-111 Change Requested By: City of Cupertino You are hereby directed lo make lhe he rein describ ed changes fr om the plans and specifications or do lh e following described work nol included in th e plans and specifications on this conl rac l: Remove and Replace Curb and Gutter as marked out by City Item No . Descriotion Unit Qua ntity Unit Cost Total Cost 42 cco 4 Lower AT&T Manholes EA 2 $300.00 $600 .00 43CCO 4 Raise AT&T Manholes EA 25 $1,000.00 $25 ,000 .00 Note: See attach e d spreadsheet for quantity breakdown on each s ire et. !his change order total : $25,600.00 Previous Change Order Amou nt: $135,445.48 Total Cost This Change Order: $25,600 .00 Total Changes To Date Including This Change Order: $161,045.48 Original Contract Amount: $ 2,250 ,943.75 Revised Contract Amount I $2 ,411,989 .23 Contract Time Adjustment:! 0 Working D ay s We , th e und ersig ned Co ntract or, have giv en carerul co nsidera ti on lo th e change propose d and hereby agree, if th is proposa l is approved, that we will provi de all equipment, furn/sh ail matertal s, ex cept as otherwise be not ed here in, and perform all services necessaiy for th e wo rk above specified , and will accep t as full paym ent th erefore the prices shown herein . No to: This Change Ord or is not offectlve until approved by th e Town Manager. Accepted, Date: 1/:;;.~ 7 ), 2017, Contra ctor: O'Grad y Paving In c. By :\,_ ;( __/ , Title; r'.£0 If the Contracto r doe s not sig n ~~e of thi s Change Ord er. his att entio n is direc ted lo the requi re men ts of the specifications as to proceeding v~th ord ered work and fil ing a writt en pr le st 1thln th e time th erein sp ec ifi ed. __ .. ---7 Recommended By: c.· -;;;;~-' « ~,,. . Dece mber 13 , 2017 Date: Approval Recommended: ~7.aL ' #s ..-,-291'1' D at e: /-' ~/reject Manager Signa ture 7 Approval Recommendo d : ' , 2017 D at e: Publi c Wo rks Direct or/City Engineer Sig nature Approved: ' , 2017 Date: City Manager Slg 1,ature I C.:ity of t:upc.-Cino ln spettor's Documcnl: CIPro9-07 I 0300 Torre Ave nu e C111>c rti11 0, CA 950 14-320 2 CO NTRACT CHA NGE Telephono:<108-777-3354, Fax :,IOS-777 -3333 ORDER FOR M w/ CM Change Order#: 5 TO : O'Grady Paving Inc. PROJECT: 2017 Pavement Maintenance Project-Phase 3 City Project No. 2017-111 C h a nge Requested By: City of Cupe rtino You are hereby direcled lo make lhe herein described changes from the plan s and specifica tion s or do th e following described work not included in th e pl ans and spec ifications on thi s contract: Repair Damaged Pavement from Sweeper Fire Item No. Description Unit Quantitv Unit Cost T otal Cost 44 cco 5 Work associated with San Jose Water LS 1 $16,2 74 .00 $16,274.00 Leak Note: See attached spreadsheet for quantity breakdown on each street. th is change order total: $16,274 .00 Previous Change Order Amount: $161,045.48 Total Cost This Change Order: $16,274 .00 Total Changes To Date Including This Change Order: $177,319.48 Origina l Contract Amount: $ ~4~ Revised Contract Amount:' Contract Time Adjustment:: ~2,428,26\2! We, the undersigned Conlraclor, have given careful consideration to !he change propos ed and hereby agre e, if this proposal Is approved, thal we will provide all equlpmenl , furnish all malertals...eXCepfiisl)rno,wise be noted herein, and perfo rm all services necessary for lhe work above specified, and will accept as full payment lherefore lho :;e,cas shown hz n. . Note : This Change Order Is not 'I ecUve until J proved by the Town Manager. Accepted, Date: I (J..,, tf -tp,/ , 2017 , Contractor: O'Grady Paving Inc. By : ~ , Title : ('£,d If th e Contraclor doe s nol si\jn 1 ~fsance of !his Change Order, his allentlon Is di rccle d lo Uie requirements of the spec ifications as lo procee ding wilh ordered work and filing a wrillen ro sl within the limo there in specified . . ---;, Recommended By: C ;;;::,~ /? d-,/µ,. I December 19 I 2017 Date: Approval Recommended : £t~ag ~--' # -;-10 rr-Date: l)diect Manager Signa ture Approval Recommended : ' , 2017 Date: Public Work s Direclo r/City Engineer Sig natu re Approved: I , 2017 Date: Clly Manage r Signalure - ... .. f\J.Q 2 6218 _ 2513 WYANDOHE STREET • MOLJNTAiN VIEW, CA 94043 Job No .... J'.JJ2_~7_·················· DA IL V EXT RA WO R K . REP O AT . Date ....... J.Q .. ~: .. L<::L-... L~L ...... . ,.. ('I ,,-. . . (('i /. , I \c . I ... ,. \ ,i,/ 1."' { . 1 .) !,.,.l PERFORM FD F~-~ .•.•.. (:../ \ ry ... () ...... (._., Uf)fX--f\'[V~) .... 1 .. :···· l'C' ........ -·· ......... -1_ •••••••••••••••••••••• -~ •• {;,~~/-~ •• ~ ~7''°:1, .......•... (~. '():;.,4 ,. .. , DESCRIPTION_\_)('.l !,Kl.\'l'.o>::'l,_ ... J:.a~l1t.:"J2 ..•. lt.:!O.:.\'r:.C ... '1~h&.l ...... :;;t1;,'.;;~:.".:-1:,· .... ct,,.-At1:'.'\ ... ~K~ .. h::okuL .. Z"2,,,:._, __ .1.'b:.v,,.X;b.:h.c..l,far, . .'::::1/.JZ;,.f.t,•,~:.:, LABOR EQUIPMENT ' . .J- NAME CLASS HRS . A.ATE AMT. 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