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HomeMy WebLinkAboutC-4761 - Contract for the Improvement of Public Sewers for Central Balboa Peninsula Sewer Repair at Balboa PeninsulaAMENDMENT NO. ONE TO CONTRACT FOR THE IMPROVEMENT OF PUBLIC SEWERS WITH ARIZONA PIPELINE COMPANY FOR CENTRAL BALBOA PENINSULA SEWER REPAIR AT BALBOA PENINSULA THIS AMENDMENT NO. ONE TO CONTRACT FOR IMPROV MENT OF PUBLIC SEWERS ( "Amendment No. One "), is entered into as of this U0'�t. day of �111� 2011, by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and ARIZONA PIPELINE COMPANY, an Arizona corporation whose principal place of business is P.O. Box 401865, 17372 Lilac Street, Hesperia, California, 92345 -5162 ( "Contractor "), and is made with reference to the following: RECITALS: A. On March 4, 2011, City and Contractor entered into a Contract for the Improvement of Public Sewers ( "Contract ") to perform sewer improvement services at Balboa Peninsula ( "Project "). B. City desires to enter into this Amendment No. One to reflect additional services not included in the Contract, and to increase the total compensation. C. City and Contractor mutually desire to amend the Contract, as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: i 91901 I a Mkq&Y-111 I R1I Section 4 of the Contract shall be amended in its entirety and replaced with the following: As full compensation for the performance and completion of the Project as required by the Scope of Work, in accordance with the provisions of this Section and the Proposal attached to the Contract, City shall pay to Contractor and Contractor accepts as full payment the sum. of One Hundred Thousand Dollars and no /100 ($100,000.00). Contractor shall not receive any additional compensation unless approved in advance by the City's Project Administrator in writing ( "Amended Full Payment "). The City shall make full payment to Contractor no later than thirty (30) days after acceptance of Work by City. 1.1 The "Amended Full Payment" reflects Contractor's additional compensation for additional services to be performed in accordance with this Amendment No. One, including all reimbursable items and subcontractor fees, in an amount not to exceed Seventy Thousand Dollars and no /100 ($70,000.00), without prior written authorization from City. 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in Contract shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. One on the dates written below. APPROVED AS TO FORM: OFFICF THFxj CITY ATTORNEY Date: , �/ / Led --ff rMulvihill Assistant City Attorney ATTEST: Date: �- I v I l By: dk1 "- Leilani I. Brown City Clerk -dsow¢ial?' CITY OF NEWPORT BEACH, A California municipal corporation Date: "'Vaaum rks Director '��]►�Y�J�lral�i7i ARIZONA PIPELINE COMPANY, an Arizona corporation Date: SLticl -ao By: : Pr° r) 4 'k. U. \' J Nina Moye'r's Chief Exe /P- esident Date: !�&q i t By: Amanda Robinson Chief Financial Officer Attachment: Exhibit A — Additional Services to be Performed r - -i \J - ^ r�111 �� AkARIZONITA PIPELFIiE CO. March 11, 2010 Mr. Mike Sinacori City of Newport Beach 3300 Newport Blvd. PO Box 1768 Newport Beach, CA 92658 -8915 SUBJECT: CENTRAL BALBOA PENINSULA SEWER REPAIR REQUEST FOR ADDITIONAL FUNDS AUTHORIZATION Dear Mr. Sinacori, Upon construction of the Central Balboa Peninsula Sewer Repair Contract at Balboa Peninsula, additional sewer repairs locations were identified in the project boundaries by City of Newport Beach staff, which was above and beyond what was originally anticipated. Arizona Pipeline Company is hereby requesting additional compensation of $70,000, on a time - and - material basis, for a total not -to- exceed fee of one hundred twenty thousand dollars and no /100 ($100,000.00) to complete the necessary repairs in the project area. All fees, rates, and terms will remain the same as stipulated in the contract documents. Arizona Pipeline Company looks forward to assisting the City of Newport Beach with their sewer needs. If you have any questions please do not hesitate to call me at the phone number listed below. Sincerely, Ariz rra Pipehne Company Ernie Bernard Division Manager 909 - 208 -3886 171:+ ,A% -m'v - Col'011 s. A ('006 - 01'1 >I ) 2-711-, ; Ult • i. A\ (Q.? I ) 170-3, 101 Ariz. Corp. Comm. -- Corporations Division Arizona Corporation Commission Page 1 of 6 04/06/2011 State of Arizona Public Access System 2:43 PM Jump To... Annual Scanned Amendments Administrative Dissolutions and Microfilm Reports Documents Reinstatements E -FILE An Annual Report Online << Click Here FORMS For Annual Reports To Be Printed And Mailed << Click Here Domestic Address PO BOX 401865 17372 LILAC ST HESPERIA, CA 92340 -1865 Second Corp. Address 3111 W. LINCOLN ST. PHOENIX, AZ 85009 Statutory Agent Information Agent Name: DAVID A FITZGIBBONS III Agent Mailing /Physical Address: 1 115 E CO'T'TONWOOD LN STE 150 CASA GRANDE, AZ 85122 Agent Status: APPOINTED 11/30/1995 Agent Last Updated: 02/02/2011 Additional Corporate Information Cm poration Type: PROFIT IFBusiness Type: CONS`I'RUCTION 111incorporation Date: 03/15/1979 Corporate Life Period: PERPETUAL http:/ Istarpas. azec. govlscripis/ cgiip. exe' WScrvice= ���sbrokerlhnanles- detaiLp?nanu- id = =0... 04/06/'201 1 Corporate Inquiry File Number: - 0121602 -7 Check Corporate Status J Corp. Name: ARIZONA PIPELINE COMPANY Domestic Address PO BOX 401865 17372 LILAC ST HESPERIA, CA 92340 -1865 Second Corp. Address 3111 W. LINCOLN ST. PHOENIX, AZ 85009 Statutory Agent Information Agent Name: DAVID A FITZGIBBONS III Agent Mailing /Physical Address: 1 115 E CO'T'TONWOOD LN STE 150 CASA GRANDE, AZ 85122 Agent Status: APPOINTED 11/30/1995 Agent Last Updated: 02/02/2011 Additional Corporate Information Cm poration Type: PROFIT IFBusiness Type: CONS`I'RUCTION 111incorporation Date: 03/15/1979 Corporate Life Period: PERPETUAL http:/ Istarpas. azec. govlscripis/ cgiip. exe' WScrvice= ���sbrokerlhnanles- detaiLp?nanu- id = =0... 04/06/'201 1 CONTRACT FOR THE IMPROVEMENT OF PUBLIC SEWERS WITH ARIZONA PIPELINE COMPANY FOR CENTRAL BALBOA PENINSULA SEWER REPAIR AT BALBOA PENINSULA THIS CONTRACT FOR IMPROVEMENT F PUBLIC SEWERS ( "Contract') is made and entered into as of this 4 day of �Ae 2011, by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and ARIZONA PIPELINE COMPANY, an Arizona corporation ( "Contractor ") whose principal place of business is P.O. Box 401865, 17372 Lilac Street, Hesperia, California 92345 -5162 and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is planning to repair the Central Balboa Peninsula sewer infrastructure. C. City desires to engage Contractor to perform sewer improvement services at Balboa Peninsula ( "Project'). D. City has solicited and received a proposal from Contractor and desires to retain Contractor to render services under the terms and conditions set forth in this Contract. E. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by the City for the Project, and is familiar with all conditions relevant to the performance of services and has committed to perform all work required for the price specified in this Contract over a period of 150 calendar days commencing on February 14, 2011 or upon issuance of the "Notice to Proceed." NOW, THEREFORE, City and Contractor agree as follows: 1. TERM The term of this Contract shall commence on the above written date and shall terminate on July 14, 2011, unless terminated earlier as provided for herein. 2. SCOPE OF WORK 2.1 City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. As such, Contractor shall perform all the work as described in the Scope of Services dated December 8, 2010, attached hereto as Exhibit "A" and incorporated herein by this reference (the "Work" or "Services "). As a material inducement to the City entering into this Contract, Contractor represents and warrants that Contractor is a provider of first class Work and Contractor is experienced in performing the Work contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the Work required hereunder and that all materials will be of good quality. For purposes of this Contract, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first -class firms performing similar work under similar circumstances. 2.2 Contractor shall perform everything required to be performed, and shall provide and furnish all the labor, materials, necessary tools, equipment and all utility and transportation services necessary for the Project. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of services under this Contract and Contractor shall complete the Work within 150 calendar days from the date of issuance of the "Notice to Proceed." Failure to complete the work in the time allotted may result in termination of the Contract by City and assessment of damages as outlined in Section 3.2. 3.2 The parties agree that it is extremely difficult and impractical to determine and fix the actual damages that City will sustain should the Contractor fail to complete the Project within the time allowed.. Should Contractor fail to complete the Work called for in this Contract within 150 calendar days from the date of issuance of the Notice to Proceed, Contractor agrees to the deduction of liquidated damages in the sum of Two Hundred Dollars and no /100 ($200.00) for each calendar day beyond the date scheduled for completion. 4. COMPENSATION As full compensation for the performance and completion of the Project as required by the Scope of Work, in accordance with the provisions of this Section and the Proposal, attached hereto as Exhibit "B ", City shall pay to Contractor and Contractor accepts as full payment the sum of Thirty Thousand Dollars and no /100 ($30,000.00). Contractor shall not receive any additional compensation unless approved in advance by the City's Project Administrator (as defined below in Section 5) in writing. The City shall make full payment to Contractor no later than thirty (30) days after acceptance of Work by City. 5. PROJECT MANAGER Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the term of the Contract. Contractor has designated Ernie Bernard to be its Project Manager. Contractor shall not remove or reassign the Project Manager without the prior written consent of City. City's approval shall not be unreasonably withheld. Arizona Pipeline Company Page 2 of 24 6. ADMINISTRATION This Contract shall be administered by the Public Works Department. Michael Sinacori, Assistant City Engineer, or his designee shall be the Project Administrator and shall have the authority to act for City under this Contract. The Project Administrator or his authorized representative shall represent City in all matters pertaining to the Services to be rendered pursuant to this Contract. 7. TYPE AND INSTALLATION OF MATERIALS /STANDARD OF CARE 7.1 Contractor shall use only the standard materials and equipment as described in Exhibits "A" and "B ", City of Newport Beach Standard Special Provisions, and City of Newport Beach Standard Drawings in performing Services under this Contract. Any deviation from the materials or equipment described in Exhibit "A" and "B" shall not be utilized unless approved in advance by the Project Administrator. 7.2 Contractor shall comply with the terms and conditions as described in Section 2.1. 7.3 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform the Services required by this Contract, and that it will perform all Services in a manner commensurate with Highest Professional Standards. All Services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 8. RESPONSIBILITY FOR DAMAGES OR INJURY 8.1 City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the Services required hereunder; or for damage to property from any cause arising from the performance of the Project by Contractor, or its subcontractors, or its workers, or anyone employed by either of them. 8.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Contractor's Work on the Project, or the Work of any subcontractor or supplier selected by the Contractor. 8.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties') from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever Arizona Pipeline Company Page 3 of 24 (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Contract, any work performed or services provided under this Contract including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 8.4 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising-from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Contract. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 8.5 Contractor shall perform all Work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall be liable for any private or public property damaged during the performance of the Project Work. 8.6 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Contract as shall be considered necessary by City may be retained by it until disposition has been made of such suits or claims for damages as aforesaid. 8.7 The rights and obligations set forth in this Section shall survive the termination of this Contract. 9. INDEPENDENT CONTRACTOR City has retained Contractor as an independent contractor and neither Contractor nor its employees are to be considered employees of the City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment shall accrue to Contractor or its employees. 10. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Contractor on the Project. Arizona Pipeline Company Page 4 of 24 11. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with the City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 12. INSURANCE 12.1 Without limiting Contractor's indemnification of City, and rip or to commencement of Work Contractor shall obtain, provide and maintain at its own expense during the term of this Contract, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. 12.2 Coverage and Limit Requirements. 12.2.1 Workers' Compensation. Contractor shall maintain Workers' Compensation Insurance providing statutory benefits and employer's liability insurance with limits of at least one million dollars ($1,000,000) each type for Contractor's Employees in accordance with the laws of the State of California, Section 3700 of the Labor Code. In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor's employees. The insurer issuing the Workers' Compensation insurance shall amend its policy by endorsement to waive all rights of subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers. Contractor shall submit to City, along with the required certificate of insurance, a copy of such waiver of subrogation endorsement. 12.2.2 General Liability. Contractor shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) General Aggregate and two million dollars ($2,000,000) Products and Completed Operations Aggregate for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. Coverage shall be at least as broad as that provided by Insurance Services Office form CG 00 01. None of the policies required herein shall be in compliance with these requirements if they include any limiting endorsement that has not been first submitted to City and approved in writing. 12.2.3 Automobile Liability. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Contract, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each accident. 12.2.4 Builders Risk. For Contracts with Construction /Builders Risk property exposures, Contractor shall maintain Builders Risk insurance or an installation Arizona Pipeline Co Page 5 of 24 floater as directed by City, covering damages to the Work for "all risk" or special form causes of loss with limits equal to one hundred percent (100 %) of the completed value of Contract, with coverage to continue until final acceptance of the Work by City. At the discretion of City, the requirement for such coverage may include additional protection for Earthquake and /or Flood. City shall be included as an insured on such policy, and Contractor shall provide the City with a copy of the policy. 12.3 Other Insurance Provisions. 12.3.1 Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and an additional insured endorsement for general liability. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current evidence of insurance shall be kept on file with City at all times during the term of this Contract. All of the executed documents referenced in this Contract must be returned within ten (10) working days after the date on the "Notification of Award," so that the City may review and approve all insurance and bond documentation. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 12.3.2 General liability insurance provisions. Primary and excess or umbrella liability policies are to contain, or be endorsed to contain, the following provisions: 12.3.2.1 City, its elected or appointed officers, agents, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor, including the insured's general supervision of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, its elected or appointed officers, officials, employees, agents or volunteers. Contractor shall submit to City a copy of the additional insured endorsement along with the required certificates of insurance. 12.3.2.2 Contractor's insurance coverage shall be primary insurance and /or primary source of recovery as respects City, its elected or appointed officers, agents, officials, employees and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Contractor's operations or services provided to the City. Any insurance or self- insurance maintained by City, its officers, officials, employees and volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 12.3.2.2 Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Arizona Pipeline Co Page 6 of 24 12.3.3 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 12.3.4 Notice of Cancellation. Contractor agrees to oblige its insurance broker and insurers to provide to City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage except for builder's risk insurance. The builder's risk policy will contain or be endorsed to contain a provision providing for thirty (30) days written notice to City of cancellation or nonrenewal, except for nonpayment for which ten (10) days notice is required. 12.3.5 Self- Insured Retentions. Contractor agrees not to self- insure or to use any self - insured retentions on any portion of the insurance required herein and further agrees that it will not allow any indemnifying party to self- insure its obligations to City. If contractor's existing coverage includes a self- insured retention, the self- insured retention must be declared to City. City may review options with the contractor, which may include reduction or elimination of the self- insured retention, substitution of other coverage, or other solutions. Contractor agrees to be responsible for payment of any deductibles on their policies. 12.3.6 Timely Notice of Claims. Contractor shall give City prompt and timely notice of any claim made or suit instituted arising out of or resulting from Contractor's performance under this Contract. 12.3.7 Waiver. All insurance coverage maintained or procured pursuant to this Contract shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers, or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. 12.3.8 Enforcement of Contract Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non - compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 12.3.9 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. Arizona Pipeline Company Page 7 of 24 12.3.10 City's Remedies. City shall have the right to order the Contractor to stop work under this Contract and /or withhold any payment(s) that become due to Contractor hereunder until Contractor demonstrates compliance with the requirements of this article. In the alternative, City may purchase the required coverage and charge Contractor the cost of the premiums or deduct the cost from Contractor's payments. 12.3.11 Coverage not Limited. All insurance coverage and limits provided by contractor and available or applicable to this Contract are intended to apply to the full extent of the policies. Nothing contained in this Contract or any other Contract relating to the city or its operations limits the application of such insurance coverage. 12.3.12 Coverage Renewal. Contractor will renew the coverage required here annually as long as Contractor continues to provide any Services under this or any other contract with the City. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Contract have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor's insurance agent to this effect is acceptable. A certificate of insurance and /or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of the coverages. 13. BONDING 13.1 Contractor shall obtain, provide and maintain at its own expense during the term of this Contract: a Labor and Materials Payment Bond in the amount of one hundred percent (100 %) of the total amount to be paid Contractor as set forth in this Contract and in the form attached hereto as Exhibit "C" which is incorporated herein by this reference; and a Faithful Performance Bond in the amount of one hundred percent (100 %) of the total amount to be paid Contractor as set forth in this Contract in the form attached hereto as Exhibit "D" which is incorporated herein by this reference. 13.2 The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property - Casualty. 13.3 The Contractor shall deliver, concurrently with execution of this Contract, the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of the "Certificate of Authority" of the Insurer or Surety issued by the Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the State of California. Arizona Pipeline Co Page 8 of 24 14. PREVAILING WAGES Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime Work for each craft or type of workman needed to execute the Work contemplated under the Contract shall be paid to all workmen employed on the Work to be done according to the Contract by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the Work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Contract. A copy of said determination is available by calling the prevailing wage hotline number (415) 703 -4774, and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him /her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 15. SUBCONTRACTING City and Contractor agree that subcontractors may be used to complete the Work outlined in the Scope of Services provided the Contractor obtains City approval prior to the subcontractor performing any Work. Contractor shall be fully responsible to City for all acts and omissions of the subcontractors. Nothing in this Contract shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. 16. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Contract. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his /her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 17. CONFLICTS OF INTEREST 17.1 The Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act'), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work Arizona Pipeline Company Page 9 of 24 performed under this Contract, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 17.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Contract by City. Contractor shall indemnity and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 18. NOTICES 18.1 All notices, demands, requests or approvals to be given under the terms of this Contract shall be given in writing, to City by Contractor and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Michael Sinacori, Project Administrator Public Works Department City of Newport Beach PO Box 1768 3300 Newport Boulevard Newport Beach, CA 92658 -8915 Phone: (949) 644 -3342 Fax: (949) 644 -3318 E -mail: msinacori@newportbeachca.gov 18.2 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attention: Ernie Bernard Arizona Pipeline Company 1745 Sampson Avenue Corona, CA 92879 -6006 Phone: (951) 270 -3100 Fax: (951) 270 -3101 E -mail: ebernard@arizonapipeline.com 19. TERMINATION 19.1 In the event that either party fails or refuses to perform any of the provisions of this Contract at the time and in the manner required, that party shall be deemed in default in the performance of this Contract. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the Arizona Pipeline Company Page 10 of 24 non - defaulting party may terminate the Contract forthwith by giving to the defaulting party written notice thereof. 19.2 Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Contract at any time by giving seven (7) calendar days prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all materials purchased in performance of this Contract. 20. RECORDS Contractor shall keep records and invoices in connection with the Work to be performed under this Contract. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Contract. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Work, documents, proceedings and activities related to the Contract for a period of three (3) years from the date of final payment to Contractor under this Contract. 21. STANDARD PROVISIONS 21.1 Compliance with all Laws. Contractor shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. 21.2 Waiver. A waiver by City of any term, covenant, or condition in the Contract shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition. 21.3 Integrated Contract. This Contract represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and Contracts of whatsoever kind or nature are merged herein. No verbal Contract or implied covenant shall be held to vary the provisions herein. 21.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Contract and the Exhibits attached hereto, the terms of this Contract shall govern. Arizona Pipeline Company Page 11 of 24 21.5 Amendments, This Contract may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 21.6 Effect of Contractor's Execution. Execution of this Contract by Contractor is a representation that Contractor has visited the Project Site, has become familiar with the local conditions under which the Work is to be performed, and has taken into consideration these factors in submitting its Project Proposal and Scope of Work. 21.7 Controlling Law and Venue. The laws of the State of California shall govern this Contract and all matters relating to it and any action brought relating to this Contract shall be adjudicated in a court of competent jurisdiction in the County of Orange. 21.8 Notice of Claims. Unless a shorter time is specified elsewhere in this Contract, before making its final request for payment under the Contract Documents, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Contract. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Contract except those previously made in writing and identified by Contractor in writing as unsettled at the time of its final request for payment. The Contractor and the City expressly agree that in addition to all claims filing requirements set forth in the Contract and Contract Documents, the Contractor shall be required to file any claim the Contractor may have against the City in strict conformance with the Tort Claims Act (Govt. Code H 900 et seq. ). 21.9 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 21.10 Interpretation. The terms of this Contract shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Contract or any other rule of construction which might otherwise apply. 21.11 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. Arizona Pipeline Company Page 12 of 24 IN WITNESS WHEREOF, the parties have caused this Contract to be executed on the dates written below. APPROVED AS TO FORM: OFFICDateVi J-17 CITY ATTORNEY Leonie Mulvihill Assistant City Attorney ATTEST / Date: Z/h CITY OF NEWPORT BEACH, A Califorj*a unicipaI corporation Date: -Mr,r, /% ,OherV. Badum blic orks Director CONSULTANT: ARIZONA PIPELINE COMPANY, an Arizona corporation Date: li-q -(/ By: o r , ila rown Nin M `yers City Clerk �� o T Chief Executive Officer/ sident Date: 2 - ci<r PO P�P By:_ AAA_CZ kCt-1 Amanda Robinson Chief Financial Officer Attachments: Exhibit A - Scope of Services Exhibit B - Proposal Exhibit C - Labor and Materials Payment Bond Exhibit D - Faithful Performance Bond Arizona Pipeline Comp_an Page 13 of 24 December 8, 2010 Mr. Mike Sinacori City of Newport Beach 3300 Newport Blvd. PO Box 1768 Newport Beach, CA 92658 -8915 RE: SEWER LATERAL REPLACEMENT Dear Mr. Sinacori, Pursuant to your request, Arizona Pipeline Company is submitting this scope of work for sewer lateral replacement in alley 256 -M, alley 256 -N, and alley 256 -P in the Balboa Peninsula. Arizona Pipeline Company will be the general contractor for the project and GO Construction will act as a subcontractor. This will be a time and material contract since no drawings are available to bid the project. SCOPE OF WORK Remove and replace the sewer laterals in alley 256 -M, alley 256 -N, and 256 -P per the City specifications. This includes the chimney and the clean out. The sewer main is not included in this project. Any repairs or replacement of the sewer main is beyond this scope of work. The new lateral will be installed from the clean out at the property line to the wye of the sewer main. All sewer installation will be installed per City Specifications. The alley will be restored with four inches of hot asphalt. Private property will be replaced in kind if damaged. All restoration will repaired on time and material rates. All compaction will meet City Standards. Contractor to pour collar and set frame and cover to existing grade. Contractor will not be responsible for the grade of the frame and cover after the City completes their alley restoration project. Contractor will not be responsible for sewer issues on private property. All dewatering permits and testing will be the responsibility of the City of Newport Beach. Disposal of water into storm drains and /or sewers will be approved by the City of Newport Beach. PAYMENT TERMS This will be a time and material contract. All labor, equipment, and material will be verified and approved by the City of Newport Beach, Arizona Pipeline, and GO Construction. All labor, Mr. Mike Sinacori City of Newport Beach 3300 Newport Blvd. PO Box 1768 Newport Beach, CA 92658 -8915 RE: SEWER LATERAL REPLACEMENT CONTINUED equipment, and material invoices from GO Construction will be assessed with a fifteen percent increase for mark -up and administrative costs. Equipment rates have been submitted but material quantities and prices are unknown and will be based on invoice cost and mark -up. Payment will be made after each individual alley is completed. Invoices will be paid no later than 30 daysor -- lat . Arizona Pipeline Company looks forward to assisting the City of Newport Beach with their sewer needs. If you have any questions please do not hesitate to call me at the phone numbers listed below. Sincerely, Arizona Pipeline Company Darren Toburen Ernie Bernard Project Manager Division Manager 909 -208 -3932 909 - 208 -3886 EXHIBIT B PROPOSAL SEWER LATERAL REPLACEMENT RATES ARIZONA PIPELINE COMPANY EQUIPMENT OPERATED RATE SCHEDULE DESCRIPTION FORMAN PICK UP TRUCK $ 24.15 HOUR CREW TRUCK 5 41.40 HOUR 10 WHEELER DUMP TRUCK $ 94.30 HOUR SUPER 10 $ 101.20 HOUR BOTTOM /SEMI END DUMP $ 106.95 HOUR LOW BED RATE $ 128.80 HOUR SKIPLOADER $ 146.05 HOUR BOBCAT $ 146.05 HOUR 446D BACKHOE /LOADER $ 174.80 HOUR 555E BACKHOE /LOADER 5 157.55 HOUR NEW HOLLAND BACKHOE /LOADER $ 157.55 HOUR 936 WHEEL LOADER 5 169.05 HOUR CAT 950 LOADER $ 169.05 HOUR CAT 950 E LOADER $ 174.80 HOUR JD 450 WITH BOARD 5 174.80 HOUR CAT 307 EXCAVATOR $ 174.80 HOUR CAT 313 EXCAVATOR $ 197.80 HOUR CAT 325 EXCAVATOR $ 223.10 HOUR CAT 321CLCR EXCAVATOR $ 215.05 HOUR CAT 235D EXCAVATOR $ 255.30 HOUR KOBELCO SK300 LC1V EXCAVATOR 5 232.30 HOUR RING O VATIC POT HOLING MACHINE $ 471.50 DAY 94.30 HR ASPHALT ZIPPER $ 299.00 HOUR ARROWBOARD $ 120.75 DAY BARE WATER TRUCK $ 195.50 DAY COMPACTION WHEEL $ 31.05 HOUR COMPRESSOR $ 184.00 DAY COMPRESSOR W /JACKHAMMER $ 270.25 DAY 2000 MULTIQUIPTOWABLE GENERATOR $ 241.50 HOUR HYDRAULIC BREAKER $ 57.50 DAY 2000 LOS LIGHT TOWER $ 115.00 DAY WACKER 5 115.00 DAY ZIEMAN TRAILER $ 23.00 HOUR 4" TRASH PUMP& HOSES $ 115.06 DAY 6X16 TRENCH BOX $ 97.75 DAY 287.50 WK 862.50 MO 4X16 TENCH BOX $ 65.55 DAY 195.50 WK 580.75 MO 8X24 TRENCH BOX $ 209.30 DAY 632.50 WK 1874.50 MO LABORERATES: REGULAR OVERTIME DEL TIME LABORER GRADING $ 57.62 $ 76.98 $ 96.35 LABORER SEWER $ 58.115 76.545 97.28 LABORER WATER $ 57.09 S 76.21 5 95.35 PIPE LAYER GRADING $ 61.51 $ 82.82 $ 104.13 PIPE LAYER SEWER $ 62.05 5 83.61 $ 105.16 PIPE LAYER WATER $ 60.94 $ 82.00$ 103.04 OPERATOR GRADING $ 81.73 $- 110.63 $ 139.58 OPERATOR SEWER $ 80.32 $ 111.78 5 141.06 OPERATOR WATER $ 81.73 $ 117.17 $ 141.57 FOREMAN GRADING $ 84.64 5 115.00 $ 145.36 FOREMAN SEWER S 85.46$ 116.21 $ 146.95 FOREMAN WATER 5 85.73 5 116.61 $ 147.49 PROJECT SUPERINTENDENT 5 125.00 } 187.50 5 250.00 A 15% MARKUP FOR OVERHEAD & PROFIT WILL BE ADDED TOALL OF THE ABOVE LABOR& EQUIPMENT RATES CITY OF NEWPORT BEACH BOND NO. 929515301 FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ 300.00 ** being at the rate of $ 10.00 ** per thousand of the Contract price. WHEREAS, the City of Newport Beach, State of California, has awarded to ARIZONA PIPELINE COMPANY hereinafter designated as the "Principal," a contract for the CENTRAL BALBOA PENINSULA SEWER REPAIR located at BALBOA PENINSULA in the City of Newport Beach, in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a Bond for the faithful performance of the Contract. NOW, THEREFORE, we, the Principal, and westem Surety Comoanv ' duly authorized to transact business under the laws of the State of California as Surety (hereinafter "Surety "), are held and firmly bound unto the City of Newport Beach, in the sum of THIRTY THOUSAND DOLLARS AND NO /100 ($30,000.00) lawful money of the United States of America, said sum being equal to 100% of the estimated amount of the Contract, to be paid to the City of Newport Beach, its successors, and assigns; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the work, covenants, conditions, and agreements in the Contract Documents and any alteration thereof made as therein provided on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specified in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, incurred by the City, only in the event the City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond. Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the work to be performed thereunder shall in any way affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions of the Contract or to the work or to the specifications. This Faithful Performance Bond shall be extended and maintained by the Principal in full force and effect for one (1) year following the date of formal acceptance of the Project by the City. In the event that the Principal executed this bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly exec ted by the Principal and Surety above named, on the 9th day of Febru ry 2011. Arizona Pipeline Company Name of Contractor (Principal) Authorized ig-atur /Title VP/CW Western Surety Company Name of Surety Au ori a�,#Oht ignature 333 S. Wabash Avenue, 41st Floor Chicago, IL 60604 Address of Surety (800) 331-6053 Telephone Kelly M, Lamb, Attorney -in -Fact Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED ACKNOWLEDGMENT State of California County of lje_}ss. On `�//�// before u� a / �- Notary Public, personally appeared a ,who proved to me on the basis of satisfactory evidence to be the person# -)-,whose name is/We-subscribed to the within instr ment and acknowledged to me that hEd / ecuted the same in his/fft/ 'f authorized capacity(il, and that by his/%signatu es on the instrument the person ? or the entity upon behalf of which the persono�acted, executed the instrument. I certify under PENALTY OF PERJURY foregoing paragraph is true and correct. under thejaws-of e t to o C I'f m' that the RON KAY DUGAN-DOWNSU Z C000nloSIN #►1819962 Nowr Mk - CoNfoaw INrr,aol6r LD00%r111111111111111M - li ' I9 State of -tea County of Clark }ss. On February 9. 2011 before me, Carole Montello Notary Public, personally appeared Kelly M. Lamb ,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 signatures(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-Gehi•#emia that the foregoing paragraph is true and correct. WITNESS my hand and official seal A A, Signature =CAROLETELLOBLICEVADAires 02-04-2012912149-1 (seal) Western Surety Company POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT Know All Men By These Presents, That WESTERN SURETY COMPANY, a South Dakota corporation, is a duly organized and existing corporation having its principal office in the City of Sioux Falls, and State of South Dakota, and that it does by virtue of the signature and seal herein affixed hereby snake, constitute and appoint Wendy R Crowell, James A Harris, Gregory J Harris, Kelly M Lamb, Individually of Las Vegas, NV, its true and lawful Attorney(s)-in-Fact with full power and authority hereby conferred to sign, seal and execute for and on its behalf bonds, undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind it thereby as folly and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney, pursuant to the authority hereby given, are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By -Law printed on the reverse hereof, duly adopted, as indicated, by the shareholders of the corporation, In Witness Whereof, WESTERN SURETY COMPANY has caused these presents to be signed by its Senior Vice President and its corporate seal to be hereto affixed on this 28th day of January, 2011. aad ,, WESTERN SURETY COMPANY SVRETy 0,'''- sWr4OP gj��Di .z• in pPµ01� ""411,,,,,,,ow Paul . Bruflat, Senior Vice President State of South Dakota l JT ss County of Minnehaha On this 28th day of January, 2011, before me personally came Paul T. Bruflat, to me known, who, being by me duly sworn, did depose and say: that he resides in the City of Sioux Falls, State of South Dakota; that he is the Senior Vice President of WESTERN SURETY COMPANY described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporation. My commission expires + s D. KRELL s November 30, 2012N 3^/1L OTARY PUBLIC 8^FJ1l s IS DAKOTA +4444Nee<o"+�,NNNahhNhee4444<e + D. Krell, No , ry Public CERTIFICATE I, L. Nelson, Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney hereinabove set forth is still in force, and further certify that the By -Law of the corporation printed on the reverse hereof is still in force. In testimony whereof I have hereunto subscribed my name and affixed the seal of the said corporation this day of .L'�4 , A 11 ,,.,�:.• :�; WESTERN SURETY COMPANY 3rw,.� n�,POgq f'1;a 01 o�t�aSE.A�.`P "" uTFI DPwn L. Nelson, Assistant Secretary Form F4280-09-06 CITY OF NEWPORT BEACH BOND NO. 929515301 LABOR AND MATERIALS PAYMENT BOND WHEREAS, the City of Newport Beach, State of California, has awarded to ARIZONA PIPELINE COMPANY hereinafter designated as the "Principal," a contract for the CENTRAL BALBOA PENINSULA SEWER REPAIR located at BALBOA PENINSULA, in the City of Newport Beach, in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's subcontractors, shall fail to pay for any materials, provisions, or other supplies used in, upon, for, or about the performance of the work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, We the undersigned Principal, and, Western Surety Company duly authorized to transact business under the laws of the State of California, as Surety, (referred to herein as "Surety") are held firmly bound unto the City of Newport Beach, in the sum of THIRTY THOUSAND DOLLARS AND NO/100 ($30,000.00) lawful money of the United States of America, said sum being equal to 100% of the estimated amount payable by the City of Newport Beach under the terms of the Contract; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, implements or machinery used in, upon, for, or about the performance of the work contracted to be done, or for any other work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety will pay for the same, in an amount not exceeding the sum specified in this Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable attorney's fee, to be fixed by the Court as required by the provisions of Section 3250 of the Civil Code of the State of California. The Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 3181 of the California Civil Code so as Western Surety Company POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT Know All Men By These Presents, That WESTERN SURETY COMPANY, a South Dakota corporation, is a duly organized and existing corporation having its principal office in the City of Sioux Falls, and State of South Dakota, and that it does by virtue of the signature and seal herein affixed hereby snake, constitute and appoint Wendy R Crowell, ,James A Harris, Gregory J Harris, Kelly M Lamb, Individually of Las Vegas, NV, its true and lawful Attorney(s)-in-Fact with full power and authority hereby conferred to sign, seal and execute for and on its behalf bonds, undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind it thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney, pursuant to the authority hereby given, are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By -Law printed on the reverse hereof, duly adopted, as indicated, by the shareholders of the corporation, In Witness Whereof, WESTERN SURETY COMPANY has caused these presents to be signed by its Senior Vice President and its corporate seal to be hereto affixed on this 28th day of January, 2011. .,N„NET..S"}' 4,, WESTERN SURETY COMPANY s. gO, z yP4 �Q pgA�i^'�v� eWi 1Z Ysul 40'1 I'Ll flat, Senior Vice President State of South Dakota ss County of Minnehaha On this 28th day of January, 2011, before me personally came Paul T. Bruflat, to me known, who, being by me duly sworn, did depose and say: that he resides in the City of Sioux Falls, State of South Dakota; that he is the Senior Vice President of WESTERN SURETY COMPANY described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporation. My commission expires + s D. KRELL s November 30, 2012s SEAL) L NOTARY PUBLIC EAB s S s�SOUTH DAKOTAs + A,�44 D. Krell, No , ry Public CERTIFICATE I, L. Nelson, Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney hereinabove set forth is still in force, and further certify that the By -Law of the corporation printed on the reverse hereof 's still in force. In testis whereof I have hereunto subscribed my name and affixed the seal of the said corporation this day of I,I1111M,M1r, .... ".I...........,F'' WESTERN SURETY COMPANY � oar W, ?_ AV c sod .............. .r„wTIMIpP�,,,. L. Nelson, Assistant Secretary Form F4280-09-06 to give a right of action to them or their assigns in any suit brought upon this Bond, as required by and in accordance with the provisions of Sections 3247 et. seq. of the Civil Code of the State of California. And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Contract or to the work or to the specifications. In the event that any principal above named executed this Bond as an individual, it is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety, on the 9th day of February //_ , 201 i . Arizona Pipeline Company '"" `�'- ' Name of Contractor (Principal) _,,,Authorized Si _jattrre/Title Vp, Western Surety Company Name of Surety 333 S. Wabash Avenue, 41 st Floor Chicago, IL 60604 Address of Surety (800) 331-6053 Telephone lill • -• ' •:ignature Kelly M. Lamb, Attorney -in -Fact Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED State of Ca County of _ On Public, personally appeared ACKNOWLEDGMENT SS. before Notary -------f-- - _ -- who proved to me on the basis of satisfactory evidence to be the person( y whose name(s) is/�ro subscribed to the within instrument and acknowledged to me that he/st'ft�oy executed the same in hish-Vr/thotr authorized capacity(49), and that by his/lam/tfrdr signatures(&) on the instrument the person(, or the entity upon behalf of which the personKacted, 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. hand and re OWLEDGMENT Nc.,fi� State of -e�ia- County of Clark }ss. BION KAY OUG M•DGkNNBUEt CclanNtiiee 14sitsP162 Mohr P* k • CaBomi4 mm" Cwolr 1 1 On February 9, 2011 before me, Carole Montello Notary Public, personally appeared Kelly M. Lamb 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 signatures(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 fa+i#efflis that the foregoing paragraph is true and correct. WITNESS my hand and official seal. f Signature y� P rry� CAROLE MONTELLO F NOTARY PUBLIC STATE OF NEVADA My Commission Expires 02-04-2012 Commission No: 99-12149.1 PRODUCER (702) 202 -6611 FAX: (702) 202 -0300 Harris Insurance Services, Inc. 3480 W Hacienda Ave Las Veqas NV 8911 INSURED Ariz e.I Ine Comp" PO Box 401865 CA 92340 INSURER E: Travelers RIGHTS UP( DOES NOT OR THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. G REG kTE LIMITS H WN MAY HAVE BEEN REDUCED BY PAID LAIMS. NSR ADD'L TYPEOFINSURANCB POLICY NUMBER DEYEXPIRATION ATEFFECTIVE IN) AT MID LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE MSES Ea amurrencel $ 300,000 A X X COMMERCIAL GENERAL LIABILITY CLAIMS MADE a OCCUR VT,TEXGL5643B14ATIL10 4/1/2010 4/1/2011 MEDEXP A one erson $ Excluded PERSONAL& ADV INJURY $ 1,000,000 X SIR - $100,000 GENERAL AGGREGATE $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGO $ 2,000,000 POLICY X 3897 LOC AUTOMOBILE X LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea amideM) $ 1,000,000 BODILY INJURY (Per person) $ A ALLOWNEDAUTOS SCHEDULEDAUTOS VTC2,TCAP5643B151TIL1O 4/1/2010 4/1/2011 BODILY INJURY (Par accident) $ HIREDAUTOS NON- OWNEDAUTOS PROPERTYDAMAGE (Per axldenl) $ ' GARAGELIABILITY AUTO ONLY -EA ACCIDENT $ OTHERTHAN EA ACC $ ANY AUTO $ AUTO ONLY AGG EXCESSIUMBRELLA LIABILITY EACH CCURR $ OCCUR F-1 CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION A WORKERS COMPENSATION AND X WC STATU- X 11 EMPLOYERTUABILITY ANY PROPRIETORIPARTNERIEXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 EL. DISEASE-EA EMPLOYEE$ 1,000,000 OFFICERAMEMBER EXCLUDED? VTJUSS6431329210 4/1/2010 4/112011 If yes, describe urNer SPECIAL PROVISIONS below E.L DISEASE - POLICY LIMIT 1,000,000 OTHER DESCRIPTION OF OPERATIONS ILOCATIONSIVEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS Re: Balboa Peninsula. Certificate holder, its elected or appointed officers, agents, officials, employees and volunteers are included as additional insured with respect to general liability on a primary non contributory basis per attached form EXG373 0106 subject to policy terms and conditions. Waiver of suhrogation applies to workers Compensation per attached WC99037600 and general liability per attached EXG374 0105.. *Except 10 days notice of cancellation for non payment of premium. City of Newport Beach 3300 Newport Blvd PO Box 1768 Newport Beach, CA 92658 -8915 ACORD 25 (2001108) IN5026 pioapea SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAUL 30* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE AUTHORIZED 7N 1988 Page I of 2 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) INS025(otosyoes - - - Page 2of2 SELF INSURED EXCESS THIS ENDORSEMEN CHANGES THE POLICY.- PLEAS[ :EAD IT CAREFULLY. CONTRACTORS XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: . SELF4NSURED EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — Provisions A. -H. and J. -N. of this endorsement broaden coverage, and provision 1. of this endorsement may limit coverage. The following listing is a general coverage description only- Limitations and exclusions may apply to these coverages: Read all the PROVISIONS of this endorsement carefully to determine rights, duties, and what is and is not covered. A. Broadened Named Insured G. Contractual Liability — Railroads B. Exlension of Coverage - Damage To Premises H. Additional Insured — State or Political Subdivisions Rented To You • Perils of fire, explosion, lightning, smoke, water I. Other Insurance Condition • Limit increased to$300,000 J. Knowledge and Notice of Occurrence or Offense C. Blanket Waiver of Subrogation K. Unintentional Omission D. Blanket Additional Insured— Managers or Lessors L. Personal Injury- Assumed. by Contract of Premises M. Blanket Additional insured — Lessor of Leased Equipment E. Incidental Medical Malpractice F. Extension of Coverage — Bodily Injury PROVISIONS A. BROADENED NAMED INSURED 1. The Named Insured in Item 1. of the Declarations is as follows: The person or organization named in Item 1. of the Declarations and any organization, other than a partnership, joint venture or limited liability company, of which you maintain ownership or in which you maintain the majority interest on the effective date of the policy. However, coverage for any such additional organization will cease as of the date, if any, during the policy period, that you no longer maintain ownership of, or the majority interest in, such organization. 2. WHO IS AN INSURED (Section 11) item 4.a. is deleted and replaced by the following: a. Coverage under this provision is afforded only until the 180th day after you acquire or fon-n the organization or the end of the policy period, whichever is earter- 3. This Provision A. does not apply to any person or organization for which coverage is excluded by endorsement. B. EXTENSION OF COVERAGE -DAMAGE TO PREMISES RENTED TO YOU 1. The last paragraph of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section I - Coverages) is deleted and replaced by the following: Exclusions c- through n- d'o not apply to damage to premises while rented to you, or temporarily dccupied by you with permission of the owner, caused by_ a. Fire; b. .Explosion; c: Lightning; d. Smoke resulting from such fire, explosion, or lightning, or e. Water. A separate limit of insurance applies to this coverage as described in Section III Limits Of Insurance. 2. This insurance does not apply to damage to premises white rented to you, or temporarily occupied by you with permission of the owner, caused by: a. Rupture, bursting, or operation of pressure relief devices; .b. Rupture or bursting due to expansion or swelling of the contents of any building or strueture, caused by or resulting from water; vv r_o.Yn of ns © 2006, The St Paul Travelers Companies, Inc. - Page 1 of 5 SELF - INSURED EXCESS c. Explosion of steam ers, steam pipes, steam engines, or steal 1rbines. " , • - - -- 3. Paragraph a of LIMITS OF INSURANCE (Section III) is deleted and replaced by the following: Subject to 5. above, the Damage To Premises Rented To You Limit is the mostwe will pay under. COVERAGE A. for the sum of all damages because of "property, damage" to any one premises while rented to you, or temporarily occupied byyou with permission of the owner, caused by: fire; explosion; lightning; smoke resulting from such fire, explosion, or lightning; or water. The Damage To Premises Rented To You Limit will apply to all "property damage" proximately caused by the same "occurrence ", whether such damage results from: fire; explosion; lightning; smoke resulting from such fire, explosion, or-lightning; or water; or any combination of any of these causes. The Damage To Premises Rented To You Limit will be the higherof: a. $300,000; or b. The amount shown on the Declarations for Damage To Premises Rented To You Limit 4. Paragraph a. of the definition of "insured contract' (DEFINITIONS - Section V) is deleted and 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 to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: fire; explosion; lightning; smoke resulting from such fire, explosion, or lightning; or water, is not an "insured contract; 5. This Provision B. does not apply if coverage for Damage To Premises Rented To You of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section I - Coverages) is excluded by endorsement. C. BLANKET WAIVER OF SUBROGATION We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of: premises owned or occupied by or rented or loaned to you; ongoing operations performed by you or on your behalf, done under contract with that person or organization; "your work "; or "your products". We waive this right where you have agreed to do so as part of a written contract, executed by you before the "bodily injury' or "property damage" occurs or the "personal injury' or "advertising injury offense is committed. D. BLANKET ADDITIONAL INSURED -MANAGERS OR LESSORS OF PREMISES WHO IS AN INSURED (Section 11) is amended to include as an insured any person or organization (referred to below as "additional insured ") with whom you have agreed in a written contract, executed before the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury' offense is committed, to name as an additional insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you, subject to the following provisions: t. Limits of Insurance. The limits of insurance afforded to the additional insured shall be the limits which you agreed to provide in the written contract, or the limits shown on the Declarations, whichever are less. 2. The insurance afforded to the additional insured does not apply to: a. Any "bodily injury" or "property damage" that occurs, or "personal injury" or "advertising injury' caused by an offense which is committed, after you cease to be a tenant in that premises; b. Any premises for which coverage is excluded by endorsement; or G. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. 3.. The insurance afforded to the additional insured shall be excess over any valid and collectible "other insurance" available to the additional insured unless you have agreed in a written contract for this insurance to apply before any valid and collectible "other.insurance" available to the additional insured, in which case, any.valld and collectible "other insurance" available to the additional insured for the coverage provided by this endorsement shall be noncontributory with and excess of both the: a. "Retained limit" stated in the Declarations of the policy to which this endorsement is attached; and b. The Limits Of Insurance provided in PROVISION D.1. above. E. INCIDENTAL MEDICAL MALPRACTICE• Fv re 7d n1 na n 2006 - The St Paul Travelers Companies, Inc. Page 2 of 5 SELF - INSURED EXCESS 1. The following is added t-- -iaragraph 1. Insuring Agreement of COVEPgGE A. _ BODILY. INJURY AND PROPERTY DAMAGE _ ,BILITY (Section I - Coverages): .... .. ` "Bodily injury" arising out of the rendering of, or failure to render, the following will be deemed to be caused by an "occurrence ": a. Medical, surgical, dental, laboratory, x -ray or nursing service, advice or instruction, or the related furnishing of food or beverages; b.. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; c. First aid; or d. "Good Samaritan services." As used in this Provision E., "Good Samaritan services" are those medical services rendered or provided in an emergency and for which no remuneration is demanded or received. 2. Paragraph 2.a.(1)(d) of WHO IS AN INSURED (Section'll) does not apply to any registered nurse, licensed practical nurse, emergency medical technician or paramedic employed by you, but only while performing the services described In paragraph 1. above and while acting within the scope of their employment by you. Any "empioyees" rendering "Good Samaritan services" will be deemedto be acting within the scope of their employment by you. ' 3. The following exclusion is added to paragraph 2. Exclusions of COVERAGE A. - BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section 1- Coverages): (This insurance does not apply to:) "Bodily Injury' or "property damage" arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by or with the knowledge or consent of the insured. 4. For the purposes of determining the applicable limits of insurance, any actor omission together with all related acts or omissions in the furnishing of the services described in paragraph 1_ above to any one - person will be deemed one "occurrence ". 5. This Provision E. does not apply if you are In the business or occupation of providing any of the services described in paragraph 1. above. 6. The insurance provided by this Provision E. shall be excess over any valid and collectible "other insurance" available to the insured, whether primary, excess,. contingent or on any other basis, except for insurance that you bought specifically to apply in excess of the Limits of Insurance shown on the Declarations of this Coverage Part. F. EXTENSION OF COVERAGE — BODILY INJURY The definition of "bodilyinjury' (DEFINITIONS - Section V) is deleted and replaced by the following: "Bodily injury" means bodily injury, mental anguish, mental injury, shock, fright, disability, humiliation, sickness or disease sustained by a person, including death resulting from any of these at any time. G. CONTRACTUAL LIABILITY- RAILROADS 1. Paragraph c. of the definition of "insured contract" (DEFINITIONS - Section V) is deleted and replaced by the following: Q Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" (DEFINITIONS - Section V) is deleted. N. ADDITIONAL INSURED -STATE OR POLITICAL SUBDIVISIONS -PERMITS WHO IS AN INSURED (Section. II) is amended to include as an insured any state or political subdivision, subject to the following provisions: 1. This insurance applies only when required to be provided by you by an ordinance, law or building code and only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. 2. This insurance does not apply to: a. "Bodily injury," "property damage," "personal injury' or "advertising injury" arising out of operations performed for the state or political subdivision; or b. "Bodily injury" Dr "property damage" included in the 'products- completed operations hazard ". I. OTHER INSURANCE CONDITION A. COMMERCIAL GENERAL LIABILITY CONDITIONS.(SectlorcIV), paragraph 4. (i-ther Insurance) Is deleted and replaced by the following: EX G3 T4 Di 06 ©2006, The St Paul Travelers Companies, Inc_ Page 3 of 5 SELF - INSURED EXCESS 4. Other Insurance This insurance is sxcess over any of the "other insurance ", wi,. iher primary, excess, contingent or on any other basis. This condition does not apply to insurance purchased specifically to be either quota share with this Coverage Part or excess of this Coverage Part- B. The following definition is added to DEFINITIONS (Section V): "Other insurance" means insurance, or the funding of losses, that is provided by, through or on behalf of- a. Another insurance company; b. Us or any of our affiliated insurance companies, exceptwhen the Non cumulation of Each Occurrence Limit section of Paragraph 5 of LIMITS OF INSURANCE (Section III) or the Non cumulation of Personal and Advertising Injury limit sections of Paragraph 4 of LIMITS OF INSURANCE (Section III) applies; c. Any risk retention group; d. Any self- insurance method or program, other than any funded by you and over which this Coverage Part applies; or e. Any similar risk transfer or risk management method. J, KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE 1. The following is added to COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), paragraph 2. (Duties In The Event of Occurrence, Offense, Claim or Suit): Notice of an "occurrence" or of an offense which may result in a claim must be given as soon as practicable after knowledge of the "occurrence" or offense has been reported to you, one of your "executive officers" (if you are a corporation), one of your partners who is an individual (if you are a partnership), one of your managers (if you are a limited liability company), or an "employee" (such as an insurance, loss control or risk manager or administrator) designated by you to give such notice. Knowledge by any other "employee' of an "occurrence" or offense does not imply that you also have such knowledge_ 2. Notice of an "occurrence" or ofan offense which may result in a claim will be deemed to be given as soon as practicable to us if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice of the'bccurrence" or offense to us as soon as practicable after you, one of your "executive officers" (if you are a corporation), one of your partners who is an individual (if you are a partnership), one of your managers (if you are a limited liability company), or an "employee" (such as an insurance, loss control or risk manager or administrator) designated by you to give such notice discovers that the "occurrence" or offense may involve this policy. 3_ This Provision J. does not apply as respects the specific number of days within which you are required to notify us in writing of the abrupt commencement of a discharge, release or escape of "pollutants" that causes "bodily injury' or "property damage" which may otherwise be covered under this policy. K, UNINTENTIONAL OMISSION The following is added to COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), paragraph G. (Representations); The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy shall not prejudice your rights under this insurance. However, this Provision L. does not affect our right to collect additional premium or to exercise our right of cancellation -or nonrenewal in accordance with applicable state insurance laws, codes or regulations. L. PERSONAL INJURY - ASSUMED BY GONTRACT 1. The following is added to Exclusion b. (1). of Paragraph 2., Exclusions of Coverage B_ Personal Injury, Advertising Injury, and Web Site Injury Liability of the Web XTEND Liability endorsement: Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "personal injury' provided: EX G3 74 01 OG © 2006, The St Paul Travelers Companies, Inc. Page 4 of 5 SELF- INSURED EXCESS (a) Liability to such pi ' ' for, or for the cost of, that party's defense' -is also been assumed in the same 'Insured contract", , rd (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. 2. This provision L. does not apply if coverage for "personal injury' liability is excluded by endorsement. M. BLANKET ADDITIONAL INSURED -LESSOR OF LEASED EQUIPMENT WHO IS AN INSURED (Section 11) is amended to include as an insured any person or organization (referred to below as "additional insured ") with whom you have agreed in a written contract, executed before the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury' offense is committed, to name as an additional insured, but only with respect to their liability for "bodily injury', "propdrty damage", "personal injury' or. "advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use of equipment teased to you by such additional insured, subject to the following provisions: 1. Limits of Insurance. The limits of insurance afforded to the additional insured shall be the limits which you agreed to provide In the written contract, or the iimits shown on the Declarations, whichever are less. 2. The insurance afforded to the additional insured does not apply to any "bodily injury' or "property damage" that occurs, or "personal injury or "advertising injury' caused by an offense which is committed, after the equipmentlease expires. 3. The insurance afforded to the additional insured is excess over any valid and collectible "other Insurance" available to such additional Insured, unless you have agreed in the written contract that this insurance must be primary to, or non - contributory with; such "other Insurance ". EX G3 74 0106 © 2006, The St Paul Travelers'Companies, Inc. Page 5 of 5 V TRAVELERS WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (00) — 001 POLICY NUMBER: VTJUB5E43B29210 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an Injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5.000 % of the California workers' compensation pre- mium otherwise due on such remuneration. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT _ EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER DATE OF ISSUE: 4/1J10 STASSIGN: SELF- INSURED EXCESS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: SELF- INSURED EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE FORM 1. WHO SAN INSURED- (Section II) is amended to include any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a) Only with respect to liability for "bodily injury", "property damage" or "personal injury'; and b) If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance ", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance ". This endorsement shall not increase the limits of insurance described in Section III - Limits Of Insurance. b) The insurance provided to the additional insured does not apply to "bodily injury", "property damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: L The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and ii. Supervisory, inspection, architectural or engineering activities. a) The insurance provided to the additional insured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products- completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to.the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 3. Subparagraph (1)(a) of the Pollution exclusion under Paragraph 2., Exclusions of Coverage A. Bodily Injury and Property Damage Liability (Section I — Coverages) does not apply to you if the "bodily injury" or "property damage" is caused by "your work" performed at any premises, site or location which is owned by, or rented to, the additional insured at the time "your work" is performed there. 4. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible "other insurance ", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if the "written contract requiring insurance" specifically requires that this insurance apply on a primary basis or a primary and non- contributory basis, this insurance will apply as if "other insurance" available to the additional insured which coders that person or organization as a named insured for such loss does not exist, and we will not share with that "other insurance ". But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible "other insurance ", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under such "other insurance ". 5. As a condition of coverage provided to the additional insured by this endorsement: EX G3 73 01 06 0 2006, The St Paul Travelers Companies, Inc. - Page i of 2 SELF - INSURED EXCESS a) The additional insured must give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim under this insurance. To the extent possible, such notice should include: I. How, when and where the °occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b) If a claim is made or "suit' is brought against the additional Insured which may result in a claim against this insurance, the additional insured must: Immediately record the specifics of the claim or "suit" and the date received; and it. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit' as soon as practicable. c) If a claim is made or "suit" is brought against the additional insured which may result in a claim against this insurance, the additional insured must immediately send us copies of all legal papers received in connection with the claim or "suit', cooperate with us in the investigation or settlement of the claim or defense against the "suit ", and otherwise comply with all policy conditions. d) The additional insured must tender the defense and indemnity of any claim or "suit" to any provider of "other insurance" which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether, as described in paragraph 4. above, the insurance provided to the additional insured by this endorsement will apply as if "other insurance" available to the additional insured which covers that person or organization as a named insured does not exist. 6. The following definition is added to SECTION V. — DEFINITIONS: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and C. Before the and of the policy period. EX G3 73 0106 © 2006, The St Paul Travelers Companies, Inc. Page 2 of 2 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. Date Received: 2/14/2011 Dept. /Contact Received From: Date Completed: 2/15/2011 Sent to: Shauna By: Joel Company /Person required to have certificate: Arizona Pipeline Company I. GENERAL LIABILITY A. INSURANCE COMPANY: Travelers Property Casualty Co. B. AM BEST RATING (A-: VII or greater): A +, XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? Yes OX No D. LIMITS (Must be $1M or greater): What is limit provided? $1,000,000 E. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers) Yes OX No 0 F. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? Yes [_X] No G. PRIMARY & NON - CONTRIBUTORY WORDING (Must be included): Is it included? Yes [X No H. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence' wording? Yes No 0 I. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. Endeavor wording II. AUTOMOBILE LIABILITY A. INSURANCE COMPANY: Travelers Property Casualty Co. B. AM BEST RATING (A-: VII or greater) A +, XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? Yes FX I No D. LIMITS (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $1,000,000 E. PRIMARY & NON - CONTRIBUTORY WORDING (For Waste Haulers only): Is it included? N/A Yes No F. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. Endeavor wording III. WORKERS' COMPENSATION A. INSURANCE COMPANY: Travelers Property Casualty Co. B. AM BEST RATING (A-: VII or greater): A +, XV C. LIMITS: Statutory D. WAIVER OF SUBROGATION (To include): Is it included? HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? This certificate will reauire Risk ManaPer annroval due to the Self Insured Retention. Yes No Yes [ X] No NOTES: Note that products and comp) of s endorsement valid only during contract and policy period. Approved: Agent of Alliant Insurance Services Broker of record for the City of Newport Beach Requires approval /exception /waiver by Risk Management Comments: Approved: Risk Management Date Date B &B initials January 21, 2011 City of Newport Beach Public works (Department 3300 Newport Blvd. Newport Beach, CA 926WS915 Attention. Michael Si®awri,, Project sl dmialstrator Re: Improvement of Public Sewers Central Balboa Peninsula Sewer Repair Balboa Peninsula Dear Mr. Sinacork Please consider this letter as official notice that Arizona Pipeline Company is notifying the City of Newport Beach that under the Insurance provisions of the contract titled Improvement of Public Sewers - Central Balboa Peninsula Sewer Repair, that the self- insured provision allows for an approml of any self - insurance as it relates to this specific project. Please be advised that Arizona Pipeline has a $100,000.00 self - insured retention on our General Liability coverage only. This retained limit is collateralized with Travelers adep tlen.;to taae aetait ed In t—" other coverages, referenced within provisions of the contract, are acceptable and have no self - insurance provisions. Ernie Bernard (Division Manager EB:skd 1745 Sampson Avenue * Corona, CA 92879 * 951- 270 -3100 * 951- 270 -3101 (F)'