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HomeMy WebLinkAbout06_PCL Agreement_PW\DEN001\668876 AGREEMENT THIS AGREEMENT, dated -6 A0 / 9 s by and between The Cily of San Luis Obispo, CA (Owner) and PCL Construction, Inc. (Contractor). Owner and Contractor, in consideration of the mutual covenants set forth herein, agree as follows: •', 1.1. Contractor shall, for and in consideration of the payment of the Contract Price, to be made to Contractor as hereinafter provided, shall furnish all plant, labor, technical and professional services, supervision, materials and equipment and perform all operations necessary as specified or indicated in the Contract Documents (defined below) to complete the Work in strict conformance with the Contract Documents. The Work is generally described as the following new and modified facilities at the San Luis Obispo Water Resource Recovery Facility and consists of the following primary components (Note: numerical references correspond with site layout facility identification on Project Drawing 05-CL-1000): 10 - New Water Resource Center and Wetlands - Bid Alternate (included only if required by the Owner). 14 - Equalization Pond. 15 - Headworks. 20/22 - Primary Clarifiers and Primary Sludge Pump Station. 28 - Primary Effluent Screens. 29 - Calcium Hydroxide Facility. 30 - Bioreactor Basins 1 and 2. 35 - Bioreactor Basins 3 and 4. 36 - Chemical Storage Facility. 40 - Membrane Building. San Luis Obispo Water Resource Agreement Recovery Facility Project . May 2019 Specification No. 91620 0052 13 - 1 ©Copyright 2019 CH2M HILL C0NFOR\-IBIS r PW\DEN001\668876 44 - Switchgear Building. 53/54 — UV Disinfection and Electrical Building. 68 — Effluent Cooling. 70 — Solids Blend Tank. 72 — Thickening. 80/82 — Digesters No. 1 and 2. 86 — Dewatering. 88 — Odor Control. Influent Structure — Bypass piping for the existing influent structure. Site diversion boxes and vaults. Site electrical facilities. Site work and landscaping. Instrumentation and Control and SCADA. Demolition. Temporary controls and facilities to maintain operations of the existing plant during construction. 2. ENGINEER 2.1. The Project has been designed by CH2M HILL, Inc. (Engineer), who has the duties, responsibilities, rights, and authority assigned to the Engineer in the Contract Documents in connection with the completion of the Work that require the exercise of professional engineering judgment in accordance with the Contract Documents. Some of Engineer's administrative responsibilities will be performed by the Resident Project Representative. Agreement San Luis Obispo Water Resource May 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 0052 13 - 2 Specification No. 91620 CONFORNIFD PW\DEN001\668876 3. RESIDENT PROJECT REPRESENTATIVE; KEY PERSONNEL 3.1. The Resident Project Representative (RPR) is to act as the authorized representative of Owner, assigned to assist Owner at the Site. As used herein, the term RPR includes any assistants or field staff of Construction Manager. In general, the RPR will perform the administrative tasks assigned to Engineer in the Contract Documents, including but not limited to the following: 3.1.1. Contractor shall communicate with Owner and Engineer through the RPR unless expressly provided otherwise in the Contract Documents. 3.1.2. Contractor shall deliver all Submittals, Requests for Information, Payment Applications, notices, and other written material described in the Contract Documents to the RPR unless expressly provided otherwise in the Contract Documents. 3.2. No Key Personnel, as defined below, shall be removed or replaced by Contractor without the prior written approval of the City. Contractor represents that the Key Personnel will be made available to perform the Work to completion, which availability is a material teen of this Agreement. 3.2.1. Key personnel for this Project are defined as the Contractor's Project Manager and Superintendent, and the Control Systems Integration Subcontractor's Project Manager, PLC Programmer, and SCADA Programmer ("Key Personnel"). The Key Personnel are identified in Contractor's and Control Systems Integration Subcontractor's approved prequalification packages for the Project, and are as follows: Contractor: Jeff Newman Project Manager Tom Bussell Superintendent Control Systems Integration Subcontractor: (Tesco Controls, Inc.) John Zitlau Project Manager Steve Blevins PLC Programmer Alex Crocker SCADA Programmer San Luis Obispo Water Resource Agreement Recovery Facility Project May 2019 Specification No. 91620 0052 13 - 3 CCopyright 2019 CH2M HILL CONKORN,IED e PW\DEN001\668876 3.2.2. The Key Personnel were reviewed and approved by the City as part of the prequalification of Contractor and the Control Systems Integration Subcontractor, and approval of such personnel was an integral aspect of the prequalification approval. 3.2.3. If any Key Personnel shall become unavailable, Contractor shall provide at least three resumes for proposed candidate replacement personnel. Resumes and qualifications of the proposed replacement shall be submitted to the City for approval as soon as possible, but in no event later than 14 business days after Contractor becomes aware that the Key Personnel is or will not be available. Proposed replacement personnel shall have qualifications that meet or exceed those of the personnel being replaced, as determined by the City. The proposed replacement personnel must be approved in writing by the City. 4. PROJECT LOCATION 4.1. The Project location is the San Luis Obispo Water Resource Recovery Facility, 35 Prado Road, San Luis Obispo, CA 93401. CONTRACT TIMES 5.1. Time of the Essence: All time limits stated in the Contract Documents, including but not limited to the Milestones, are of the essence of the Agreement. 5.2. Contract Times: 5.2.1. Substantial Completion: 5.2.1.1. The Work shall be Substantially Completed within 1,230 calendar days of Notice to Proceed. 5.2.2. Final Completion: 5.2.2.1. The Work shall have achieved Final Completion and be ready for final payment in accordance with the Contract Documents within 1,290 calendar days of Notice to Proceed. 5.2.3. Milestone l: 5.2.3.1. The existing influent junction box and piping demolition and installation of the new manhole and piping connections shall be completed within 150 calendar days of Notice to Proceed. Agreement San Luis Obispo Water Resource May 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 0052 13 - 4 Specification No. 91620 CONFOR \-IED PW\DEN001\668876 5.2.4. Milestone 2: 5.2.4.1. The new secondary treatment train (Liquids Phase 1), consisting of the new Primary Effluent Fine Screens, new Bioreactors 3 and 4, new Membrane Bioreactor Facility, new UV Disinfection Facility, and new Effluent Cooling Facility shall be constructed, successfully tested, in operation, and substantially completed within 750 calendar days of Notice to Proceed. 5.3. Liquidated and Other Damages: 5.3.1. Contractor and Owner recognize that time is of the essence of this Agreement and that Owner will suffer financial and other losses if the Work is not completed within the Contract Times above, plus any extensions thereof allowed in accordance with Article 11 of the General Conditions. The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, and as provided in Government Code Section 53069.85., Owner and Contractor agree that as liquidated damages for delay (but not as a penalty) Contractor shall pay Owner as follows: 5.3.1.1. $650 for each and every calendar day of delay in completing the Milestone 1 beyond the time prescribed in the Contract Documents. 5.3.1.2. $4,000 for each and every calendar day of delay in completing the Milestone 2 beyond the time prescribed in the Contract Documents. Additionally, for each calendar month that Milestone 2 remains incomplete, the Owner will be subject to regulatory fines. Therefore, Contractor will be assessed once -monthly Liquidated Damages in the amount of $12,000 on the first calendar day of each month until Milestone 2 is complete. 5.3.1.3. $11,250 for each and every calendar day of delay in obtaining Substantial Completion as defined in the Contract Documents. 5.3.1.4. After Substantial Completion, $6,200 for each and every calendar day of delay in obtaining Final Completion as defined herein until the Work is completed and ready for final payment. 5.3.1.5. The Liquidated Damages shall be set to cumulative. San Luis Obispo Water Resource Agreement Recovery Facility Project May 2019 Specification No. 91620 0052 13 - 5 ©Copyright 2019 CH2M HILL CONKORNJED PW\DEN001\668876 5.3.2. In the event the Liquidated Damages are not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not affect the City's rights to other damages or remedies specified in the Contract Documents or allowed by law. 5.3.3. Should Contractor fail to achieve any Milestone or Completion date, City may withhold Liquidated Damages from progress payments or may encumber the Project retention in the amount of the accrued Liquidated Damages. Failure to withhold Liquidated Damages from Project Progress Payments does not constitute a waiver of Liquidated Damages by the City. 5.3.4. Liquidated Damages are not a penalty, but an agreed upon estimate of the actual damages that would be sustained by the City for delay, including but not limited to loss of revenue, inconvenience to the City and the public, and increased Project administration expenses, such as extra inspection, construction management, staff time and architectural and engineering expenses. 5.3.5. Should money due or to become due to the Contractor be insufficient to cover Liquidated Damages or other offsets due, then Contractor forthwith shall pay the remainder of the assessed liquidated damages to City. 5.3.6. Contractor shall pay, or reimburse Owner and Owner's Representative, for regulatory agency or court -imposed fees, fines, and penalties imposed on Owner and Owner's Representative arising from Contractor's failure to complete the Work in accordance with the Contract Documents and any applicable permits or applicable Laws and Regulations. Contractor's responsibility and obligation to pay, or reimburse Owner and Owner's Representative, for fees, fines, or penalties for late completion of the Work is as set forth in the liquidated damages provision. 5.3.7. This Article does not affect the City's rights to other damages or remedies specified in the Contract Documents or allowed by law. 6. CONTRACT PRICE 6.1. Owner will pay Contractor for completion of the Work in accordance with the Contract Documents an amount in current funds equal to $_ 110,856,024.77 as that amount may be adjusted in accordance with the Contract Documents (the "Contract Price"). Agreement San Luis Obispo Water Resource May 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 00 52 13 - 6 Specification No. 91620 CONFOIUVIED PW\DEN001\668876 7. PAYMENT PROCEDURES 7.1. Submittal and Processing of Payments: Contractor shall submit Applications for Payment in accordance with the Contract Documents. Applications for Payment will be processed by RPR as provided in the Contract Documents. 7.2. Progress Payments and Retainage: Owner will make progress payments for completed Work on account of the Contract Price on the basis of Contractor's Application for Payment as provided in the Contract Documents. All such payments will be based on the Schedule of Values established as provided in the Contract Documents. 7.2.1. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below but, in each case, less the aggregate of payments previously made and less such amounts as RPR may determine or Owner may or is legal required to withhold, including but not limited to Liquidated Damages and 125 percent of stop notices received by the Owner, in accordance with the Contract Documents: 7.2.1.1. 95 percent of Work completed (with the balance being retainage); and 7.2.1.2. 95 percent of cost of materials and equipment delivered and stored at the Site in accordance with the Contract Documents but not incorporated in the Work (with the balance being retainage). 7.2.2. Contractor may elect to substitute securities of equivalent value in accordance with requirements and procedures of Section 22300 of the California Public Contract Code. 7.2.3. Upon Substantial Completion, Owner will pay an amount sufficient to increase total payments to Contractor to 100 percent of the Work completed, less retention, previously withheld amounts, and less such amounts as RPR will determine in accordance with Paragraph 15.01.C.6 of the General Conditions and less 150 percent of RPR's estimate of the value of Work to be completed or corrected as shown on the tentative list of items to be completed or corrected attached to the certificate of Substantial Completion. 7.3. Final Payment: 7.3.1. Upon final completion and acceptance of the Work in accordance with Paragraph 15.06 of the General Conditions, Owner will pay the remainder of the unencumbered Contract Price as recommended by RPR as provided in the Contract Documents. San Luis Obispo Water Resource Agreement Recovery Facility Project May 2019 Specification No. 91620 0052 13 - 7 ©Copyright 2019 CH2M HILL CONI`0RKIE'D PW\DEN001\668876 8. CONTRACTOR'S REPRESENTATIONS 8.1. In order to induce Owner to enter into this Agreement, Contractor makes the following representations: 8.1.1. Contractor has examined and carefully studied the Contract Documents and the other related data identified in the Bidding Documents. 8.1.2. Contractor has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work. 8.1.3. Contractor is familiar with and is satisfied as to all federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Work. 8.1.4. Contractor has carefully studied: 1) reports of explorations and tests of subsurface conditions at or contiguous to the Site and drawings of physical conditions relating to existing surface or subsurface structures at the Site if any, which have been identified in the Supplementary Conditions as containing reliable Technical Data, and 2) reports and drawings of Hazardous Environmental Conditions, if any, at the Site which have been identified in the Supplementary Conditions as containing reliable Technical Data. 8.1.5. Contractor has considered the information known to Contractor; information commonly known to contractors doing business in the locality of the Site; information and observations obtained from visits' to the Site; the Contract Documents; and Site -related reports and drawings identified in the Contract Documents, with respect to the effect of such information, observations, and documents on 1) the cost, progress, and performance of the Work; 2) the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, including any specific means, methods, techniques, sequences, and procedures of construction expressly required by the Contract Documents; and 3) Contractor's safety precautions and programs. 8.1.6. Based on the information and observations referred to above, Contractor does not consider that any further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents. 8.1.7. Contractor is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents. Agreement San Luis Obispo Water Resource May 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 0052 13 - 8 Specification No. 91620 CONFORN-1 4ED PW\DEN001\668876 8.1.8. Contractor has given Owner written notice of conflicts, errors, ambiguities, or discrepancies that Contractor has:discovered in the Contract Documents, and the written resolution thereof by Owner is acceptable to Contractor. 8.1.9. The Contract Documents are generally sufficient to indicate and convey understanding of terms and conditions for performance and furnishing of the Work. 9. CONTRACT DOCUMENTS 9.1. Contents: 9.1.1. The Contract Documents that are incorporated into this Agreement (except as expressly noted otherwise) consist of the following, in their entirety: 9.1.1.1. This Agreement 9.1.1.2. SRF Requirements as identified in the Contract Documents. 9.1.1.3. Federal Emergency Management Administration Requirements as identified in the Contract Documents. 9.1.1.4. Performance Bond , 9.1.1.5. Payment Bond (pages W -„'.,r:.,n' 9.1.1.6. Instructions to Bidders. 9.1.1.7. Invitation to Bid. 9.1.1.8. General Conditions (pages to--- 9.1.1.9. Supplementary Conditions 9.1.1.10. Specifications as listed in the Table of Contents of the Project Manual dated February 2019 , Volumes 1 to 7. 9.1.1.11. Drawings, each sheet bearing the following general title: "San Luis Obispo WRRF Project," Volumes 8 to 10. 9.1.1.12. Design Details, Volumes 11 and 12. 9.1.1.13. Membrane Equipment System Drawings Bidding Requirements and Contract Documents, Specification No. 91539A, bound in Volumes 13A and 13B, and SUEZ Treatment Solutions mechanical and electrical submittal drawings, bound in Volume 14. San Luis Obispo Water Resource Agreement Recovery Facility Project May 2019 Specification No. 91620 0052 13 - 9 ©Copyright 2019 CH2M HILL g:0NF0 R N,1 E!] PW\DEN001\668876 9.1.1.14. Gun Range Demolition Work prepared by the City of San Luis Obispo Public Works Department Engineering Division dated February 14, 2019, bound in Volume 16. 9.1.1.15. Assignment and Assumption Agreement and Consent of Surety for Contract for Membrane Equipment System. 9.1.1.16. City of San Luis Obispo Standard Specifications and Engineering Standards dated May 2018, which can be obtained at https:Nwww.slocity.org/home/showdocumeiit?id=19925. 9.1.1.17. Addenda (numbers 1 to 10 , inclusive). 9.1.2. Exhibits to this Agreement (enumerated as follows), .in their entirety: 9.1.2.1. Project Charter , dated 9.1.2.2. Permits from other agencies as may be required by law. 9.1.2.3. Community Workforce Agreement, dated December 5, 2018 , [Contractor is required to sign separately.] 9.1.2.4. Contractor's Bid Opaps to imhtsive}-- 9.1.2.5. Documentation submitted by Contractor prior to Notice of Award . (Documentation submitted by Contractor limited to Escrow Bid Documents) 9.1.3. The following, in their entirety, which may be delivered or issued on or after the Effective Date of the Agreement and are not attached hereto: 9.1.3.1. Notice to Proceed , 9.1.3.2. Written Amendment(s). 9.1.3.3. Field Order(s). 9.1.3.4. Work Change Directive(s). 9.1.3.5. Change Order(s). 9.2. All of the documents listed in this Paragraph 9 are incorporated into and made part of this Agreement as if fully set forth herein. 9.3. There are no Contract Documents other than those listed above in this Article. Agreement San Luis Obispo Water Resource May 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 0052 13 - 10 Specification No. 91620 CONFORINJED PW\DEN001\668876 9.4. The Contract Documents may only be amended, modified, or supplemented as provided in the Contract Documents. 9.5. The Contract Documents are complementary, and what is called for by one shall be as binding as if called for by all. 10. ORGANIZATION OF CONTRACT DOCUMENTS 10.1. Organization of the Contract Documents into divisions, sections, and articles, and arrangement of drawings shall not control the Contractor in dividing the Work among subcontractors or in establishing the extent of Work to be performed by any trade. 10.2. Before undertaking each part of the Work, Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures therein and all applicable field measurements. Contractor shall promptly report in writing to Owner's Representative any conflict, error, ambiguity, or discrepancy which Owner discovers, should have discovered, or has actual knowledge of, and shall obtain a Written interpretation or clarification from the RPR before proceeding with any Work affected thereby. 10.3. If, during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents, or between the Contract Documents and (i) any applicable Law or Regulation, (ii) any standard, specification, manual, or code, or (iii) any instruction of any Supplier, then Contractor shall promptly submit a written Request for Information (RFI) as provided in Section 0126 13, Request for Information. Contractor shall not proceed with the Work affected thereby (except in an Emergency) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in the Contract Documents, and any Work performed by Contractor before receipt of an amendment or supplement shall be at Contractor's own risk. 10.4. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and: 10.4.1. The provisions of any standard, specification, manual, or code, or the instruction of any Supplier (whether or not specifically incorporated by reference in the Contract Documents); or 10.4.2. The provisions of Laws and Regulations, unless the interpretation of the Contract Documents would result in a violation of Laws and Regulations. San Luis Obispo Water Resource Agreement Recovery Facility Project May 2019 Specification No. 91620 0052 13 - 11 ©Copyright 2019 CH2M HILL CON)--QRN,11 D PW\DEN001\668876 10.5. In resolving conflicts among any of the Contract Documents, the order of precedence shall be as follows: 10.5.1. Change Orders, most recent first; 10.5.2. SRF Requirements included as a Supplement to the Instructions to Bidders; 10.5.3. FEMA Requirements included as a Supplement to the Instructions to Bidders; 10.5.4. Agreement; 10.5.5. Membrane Equipment System Drawings Bidding Requirements and Contract Documents, Specification No. 91539A, bound in Volume 13A and Volume 13B, and SUEZ Treatment Solutions mechanical and electrical submittal drawings, bound in Volume 14; 10.5.6. Supplementary Conditions; 10.5.7. Technical Specifications; 10.5.8. Drawings; 10.5.9. General Conditions; 10.5.10. Instructions to Bidders; 10.5.11. Invitation to Bid; 10.5.12. Referenced Owner Standard Specifications; 10.5.13. Contractor's Bid (Bid Form). 10.6. With reference to the Drawings the order of precedence shall be as follows: 10.6.1. Figures govern over scaled dimensions; 10.6.2. Detail drawings govern over general Drawings; 10.6.3. Addenda/Change Order drawings govern over Drawings; 10.6.4. Drawings govern over standard Drawings. 10.7. Notwithstanding the orders of precedence established above, in the event of conflicts, the higher standard, the higher quality and most expensive shall always apply. Agreement San Luis Obispo Water Resource May 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 0052 13 - 12 Specification No. 91620 CONFOR.NJED PW\DEN001\668876 11. MISCELLANEOUS 11.1. Terms used in this Agreement will have the meanings stated in the General Conditions and the Supplementary Conditions. 11.2. Successors and Assigns: Owner and Contractor each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, .its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. 11.3. Severability: Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and remaining provisions shall continue to be valid and binding upon Owner and Contractor, who agree the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 11.4. Contractors are required bylaw to be licensed and regulated by the Contractors' State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors' State License Board, P.O. Box 26000, Sacramento, California 95826. 11.5. Notwithstanding any subcontractor other contract with any Subcontractor, Supplier, or other person or organization performing any part of the Work, this Contract shall be governed by the law of the State of California excluding any choice of law provisions. 11.6. Contractor and any Subcontractor, Supplier, or other person or organization performing any part of the Work agree that any action or suits at law or in equity arising out of or related to the bidding, award, or performance of the Work shall be maintained in the Superior Court of San Luis Obispo County, California, and expressly consent to the jurisdiction of this court, regardless of residence or domicile, and agree that this court shall be a proper venue for any such action. 11.7. Assignment of Contract: No assignment by a party hereto of any rights under or interests in the Contract shall be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, monies that may become due and monies that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment shall release or discharge the assignor from any duty or responsibility under the Contract Documents. San Luis Obispo Water Resource Agreement Recovery Facility Project May 2019 Specification No. 91620 0052 13 - 13 ©Copyright 2019 CH2M HILL CONFORM-11 D PW\DEN001\668876 Bond no. 6354329, 106873087, 82527014 PERFORMANCE BOND KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, the City of San Luis Obispo (hereinafter referred to as "City") has awarded to PCL Construction, Inc. (hereinafter referred to as "Principal") a contract for construction of the public work of improvement known as the SAN LUIS OBISPO WATER RESOURCE RECOVERY FACILITY PROJECT (hereinafter referred to as the "Project"). WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated February 2019 (hereinafter referred to as "Contract Documents"), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, the Principal is required by the Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of the Contract Documents. No, ; FORE, WC.PCL Construction, Inc, the undersigned Principal and Ta It CompanyCf nae ampany, [p �eCeYs Casuehv and %niv C=any m America. Weral insurance Comnsnv, a corporation organized and existing under the laws of the State of IL, NY. CT, IN and authorized to transact surety business under the laws of the State of California, as Surety, are held and firmly bound unto City in the sum of 'wohm ndred ten million, eight hundred fifty-six thousand, twenty-four dollars and seventy- ($ i lt},856,024,77) lawful money of the United States of America, the sum being not less than One Hundred Percent (100%) of the total amount of the Contract, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the 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 their intent and meaning; and shall faithfully fulfill all obligations including all guarantees of materials and workmanship; and shall indemnify and save harmless City, its officers and agents, as stipulated in the Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As a condition precedent to the satisfactory completion of the Project, unless otherwise provided for in the Contract Documents, the guarantee obligation shall hold good for the full extent of any guarantee after the acceptance of the work by City, during which time if Principal shall fail to make full, complete, and satisfactory repair and replacements and totally protect City from loss or damage resulting from or caused by defective materials or faulty workmanship the above obligation in penal sum thereof shall remain in full force and effect. However, anything in this paragraph to the contrary notwithstanding, the obligations of Surety hereunder shall continue so long as any obligation of Principal remains. Nothing herein shall limit City's rights or the Principal or Surety's obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15. As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included all costs and reasonable expenses and fees, including reasonable attorney's fees, court costs, expert witness fees and investigation expenses, incurred by City in enforcing such obligation. Whenever Principal shall be, and is declared by City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at City's option: 1. Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or San Luis Obispo Water Resource Performance Bond Recovery Facility Project February 2019 Specification No. 91620 00 61 13.13 - 1 CCopyright 2019 CH2M HILL ' PW\DEN001\668876 2. Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Principal by City under the Contract and any modification thereto, less any amount previously paid by City to the Principal and any other set offs pursuant to the Contract Documents. 3. Permit City to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Principal by City under the Contract and any modification thereto, less any amount previously paid by City to the Principal and any other set offs pursuant to the Contract Documents. Surety expressly agrees that City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor. Surety shall not utilize Principal in completing the Project nor shall Surety accept a bid from Principal for completion of the Project if City, when declaring the Principal in default, notifies Surety of City's objection to Contractor's further participation in the completion of the Project. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract to be performed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of Contract. including but not limited to the provisions of Sections 2819 and 2845 of the California Civil Code. iy 11� she. he�eun� ��or hands and seals this 16th day of July 2Q 19 �d, c erwan nsura a pa Y. — Travelers Cssu I and Surety Company of Amer ca, Federal ants Company PCL Construction, inc. BY: 5 TY; k BY: PRINCIPAL: Si nat Signature: Prints i : sandra M. Winsted U Printed Name: MIKe MCKIrow Titl : Attorney -in -Fact Title: president Signatures of those signing for the Principal and Surety must be notarized and evidence of corporate authority attached. An original Power-of-Attomey authorizing the person signing on behalf of the Surety to do so must be attached hereto. The rate of premium on this bond is $5.24 per thousand. The total amount of premium charges, $ 580,941.00 (The above must be filled in by corporate attorney.) Performance Bond San Luis Obispo Water Resource February 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 00 61 13.13 - 2 Specification No. 91620 PW\DEN001\668876 THE FOLLOWING INFORMATION IS MANDATORY Any claims under this bond may be addressed to: Fidelity and Deposit Company of Maryland/Zurich American Insurance Company (Name and Address of Surety) 1299 Zurich Way, Schaumburg, IL 60196 (Name and Address of Agent or Representative for service of process in California, if different from above) (Telephone number of Surety and Agent or Representative for service of process in California) San Luis Obispo Water Resource Recovery Facility Project Specification No. 91620 Travelers Casualty and Surety Company of America One Tower Square, Bond/5PB, Hartford, CT 06183 Federal Insurance Company 202E Hall's Mill Road, Whitehouse Station, NJ 08889 Keana Wapato, Aon Risk Services, Inc. 707 Wilshire Blvd, Suite 2600, Los Angeles, CA 90017 213-630-3266 END OF SECTION Performance Bond February 2019 00 61 13.13 - 3 ©Copyright 2019 CH2M HILL CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Illinois County of Kane On 16th day of Jam, 2019, before me, K Hannigan. Notary Public, personally appeared Sandra M. Winsted who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature EOFFICIAL SEAL K HANNIGAN NOTARY PUBLIC, STATE OF ILLINOIS MISSION EXPIRES 10/23/2021 AA yw.ti.� A nr. w.�,1A Iti/ti ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the ZURICH AMERICAN INSURANCE COMPANY, a corporation of the State of New York, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State of Illinois, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Illinois (herein collectively called the "Companies"), by Robert D. Murray, Vice President, in pursuance of authority granted by Article V, Section 8, of the By -Laws of said Companies, which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby nominate, constitute, and appoint Sandra M. WINSTED, Diane M. O'LEARY, Susan A. WELSH, Judith A. LUCKY-EFTIMOV, James B. McTAGGART, Debra J. DOYLE, Sandra M. NOWAK, Jessica B. DEMPSEY and Christina L. SANDOVAL, all of Chicago, Illinois, EACH its true and lawful agent and Attorney -in -Fact, to make, execute, seal and deliver, for, and on its behalf as surety, and as its act and deed: any and all bonds and undertakings, and the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said Companies, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York, New York., the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland., in their own proper persons. The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V, Section 8, of the By -Laws of said Companies, and is now in force. IN WITNESS WHEREOF, the said Vice -President has hereunto subscribed his/her names and affixed the Corporate Seals of the said ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 281" day of January, A.D. 2019. 9l�ar+ rq ATTEST: ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND By: Robert D. Murray Vice President �GIhL 4' 1j1L6ke)\_ By: Dawn E. Brown Secretary State of Maryland County of Baltimore On this 28th day of January, A.D. 2019, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, Robert D. Murray, Vice President and Dawn E. Brown, Secretary of the Companies, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and acknowledged the execution of same, and being by me duly sworn, deposeth and saith, that he/she is the said officer of the Company aforesaid, and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies, and that the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. Constance A. Dunn, Notary Public My Commission Expires: July 9, 2019 TRAVELERS Travelers Casualty and Surety Company of America Travelers Casualty and Surety Company St. Paul Fire and Marine Insurance Company POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company are corporations duly organized under the laws of the State of Connecticut (herein collectively called the "Companies"), and that the Companies do hereby make, constitute and appoint Sandra M. Winsted ofChicago Illinois , their true and lawful Attorney -in -Fact to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF, the Companies have caused this instrument to be signed, and their corporate seals to be hereto affixed, this 3rd day of February, 2017. -00 W„41. O�FtSY xH0 COW. n py State of Connecticut By: City of Hartford ss. Robert t.. Raney, Sir Vice President On this the 3rd day of February, 2017, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. In Witness Whereof, I hereunto set my hand and official seal. My Commission expires the 30th day of June, 2021 iu1 * *�� Marie C. Tetreault, Notary Public This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, which resolutions are now in full force and effect, reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys -in -Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her; and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys -in -Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kevin E. Hughes, the undersigned, Assistant Secretary of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which remains in full force and effect. Dated this 16th day of July , 2019 i1 AN6 r a CONK g Kevin E. Hughes, Assistant Secretary To verify the authenticity of this Power ofAttorney, please call us at 1-800-421-3880. Please refer to the above -named Attorney -in -Fact and the details of Me bond to which the power is attached, G H, U B ET Power of Attorney Federal Insurance Company I Vigilant Insurance Company I Pacific Indemnity Company Know All by These Presents, That FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANT INSURANCE COMPANY, a New York corporation, and PACIFIC INDEMNITY COMPANY, a Wisconsin corporation, do each hereby constitute and appoint Jessica B. Dempsey, Debra J. Doyle, Derek J. Elston, Jennifer L. Jakaitis, James B. McTaggart. Judith A. Lucky-Eftimov, Ann Mullins, Sandra M. Nowak, Diane M. O'Leary, Christina L. Sandoval, Bartlomiej Siepierski, Christopher P. Troha, Aerie Walton, Susan A. Welsh and Sandra M. Winsted of Chicago, Illinois ----------------------------------------------------------------------- each as their true and lawful Attomey-in-Fact to execute under such designation in their names and to affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise, bonds and undertakings and other writings obligatory in the nature thereof (other than bail bonds) given or executed in the course of business, and any instruments amending or altering the same, and consents to the modification or alteration of any instrument referred to in said bonds or obligations. In Witness Whereof, said FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporate seals on this 14rh day of August, 2018. Dawn M. Chloros. As,SistanI Secretary STATE OF NEW JERSEY County of Hunterdon Stephen M. Haney. Vice President z1,.. On this 14th day of August, 2018, before me, a Notary Public of New Jersey, personally came Dawn M. Chloros, tome known to be Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY, the companies which executed the foregoing Power of Attorney, and the said Dawn M. Chloros, being by me duly sworn, did depose and say that she is Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof, that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of said Companies; and that she signed said Power of Attorney as Assistant Secretary of said Companies by like authority; and that she is acquainted With Stephen M. Haney, and knows him to be Vice President of said Companies; and that the signature of Stephen M. Haney, subscribed to said Power of Attorney is in the genuine handwriting of Stephen M. Haney, and was thereto subscribed by authority of said Companies and in deponent's presence, Notarial Seal KATHERINE J. ADEIAAR ` A♦; y NOTARY PUBLIC OF NEW JERSEY No.2310Be6 PUg�yC JER`�ti, Commission Expires July 10, 2019 Nwary PUNICC CERTIFICATION Resolutions adopted by the Boards of Directors of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY on August 30, 2016: "RESOLVED, that the following authorizations relate to the execution, for and on behalf of the Company, of bonds, undertakings, recognizances, contracts and other written commitments of the Company entered into in the ordinary course of business (each a "Written Commitment"): (1) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on behalf ofthe Company, under the seal of the Company or otherwise. (2) Each duly appointed attomerin-fact of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of the Company or otherwise, to the extent that such action Is authorized by the grant of powers provided for in such person's written appointment as such attorney -in -fact. (3) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized, for and on behalf of the Company, to appoint In writing any person the attorney - In -fact of the Company with full power and authority to execute, for and on behalf of the Company, under the seal of the Company or otherwise, such Written Commitments ofthe Company as may be specified in such written appointment, which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (4) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized, for and on behalf of the Company, to delegate in writing to any other officer of the Company the authority to execute, for and on behalf of the Company, under the Company's seal or otherwise, such Written Commitments of the Company as are specified in such written delegation, which specification maybe by general type or class of Written Commitments or by speclficaton ofone or more particular Written Commitments. (5) The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution, and the seal of the Company, maybe affixed by facsimile on such Written Commitment or written appointment or delegation. FURTHER RESOLVED, that the foregoing Resolution shag not be deemed to be an exclusive statement of the powers and authority ofofficers, employees and other persons to act for and on behalf of the Company, and such Resolution shall not limit or otherwise affect the exercise ofany such power or authority otherwise validly granted or vested." I, Dawn M. Chloros, Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY (the "Companies") do hereby certify that (f) the foregoing Resolutions adopted by the Board of Directors of the Companies are true, correct and in full force and effect, (it) the foregoing Power of Attorney is true, correct and in full force and effect. Given under my hand and seals of said Companies at Whitehouse Station, NJ, this 16th day of July, 2019. `^*•°•' Dawn M. Chloros, Assistant Sccretat IN THE EVENT YOU WISH TO VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MAMR. PLEMS CONTACT US AT: Tole hnne(9M)W3.3493 Fax 908 903-3656 e-mail: surcty@chubb.com FED- VIG-PI (rev. 08-18) PW\DEN001\668876 11.8. Contract for Membrane Equipment System: 11.8.1. The contract between Owner as "buyer" and SUEZ Treatment Solutions as "seller" for procurement of goods and special services ("procurement contract") for the Membrane Equipment System is hereby assigned to Contractor by Owner, and Contractor shall accept such assignment. The Assignment and Assumption Agreement and Consent of Surety is attached to this Agreement and incorporated herein. 11.8.2. This assignment will occur on the Effective Date of the Agreement and will relieve the Owner as "buyer" from all further obligations and liabilities under the procurement contract. Contractor shall assume full responsibility for the performance of "seller" as a Subcontractor. Notwithstanding this assignment, all performance guarantees and warranties required by the "procurement contract" will continue to run for the benefit of the Owner and, in addition, for the benefit of the Contractor. Except as noted in the agreement between "buyer" and "seller," all rights, duties, and obligations of Engineer to "buyer" and "seller" under the "procurement contract" will cease. 11.8.3. A copy of the Suez Membrane Equipment System Contract Documents and Submittal Drawings (Electrical and Mechanical) are provided as part of this Contract in Volumes 13A, 13B, and 14. These documents shall be used by the Contractor in the development of the Bid Price in addition to all other documentation provided within the Contract Documents. 11.9. Contractor's Certifications: 11.9.1. Contractor certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Contract. For the purposes of this paragraph: 11.9.1.1. "corrupt practice" means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the bidding process or in Contract execution; 11.9.1.2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the bidding process or the execution of the Contract to the detriment of Owner, (b) to establish Bid or Contract Price at artificial noncompetitive levels, or (c) to deprive Owner of the benefits of free and open competition; 11.9.1.3. "collusive practice" means a scheme or arrangement between two or more Bidders, with or without the knowledge of Owner, a purpose of which is to establish Bid prices at artificial, noncompetitive levels; and Agreement San Luis Obispo Water Resource May 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 0052 13 - 14 Specification No. 91620 CONFOR\-1CD PW\DEN001\668876 11.9.1.4. "coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Contract. 12. AUDIT 12.1. Contractor shall make available to Owner for auditing upon request, all relevant accounting records and documents, and other financial data, and upon request, shall submit true copies of requested records to Owner. 12.2. If Contractor submits a Change Order Request, a Request for Proposal, or a Claim to Owner, Owner shall have the right to audit Contractor's books, records, documents, and other evidence. 12.3. The right to audit shall include the right to examine books, records, documents, and other evidence and accounting procedures and practices, sufficient to discover and verify all direct and indirect costs of whatever nature claimed to have been incurred or anticipated to be incurred and for which the Claim has been submitted, including but not limited to job cost reports, estimates, bids, bid papers, documents of other work administered by the Contractor's home office, and any and all other documentation relied upon by the Contractor to obtain this Contract. Owner shall have the right to make and take copies of any records examined. 12.4. The right to audit shall include the right to inspect Contractor's plans, or such parts thereof, as may be or have been engaged in the performance of the Work. 12.5. Contractor further agrees that the right to audit encompasses all subcontracts and is binding upon Subcontractors. 12.6. The right to audit provided herein shall be exercisable through such representatives as Owner deems desirable during Contractor's normal business hours at Contractor's office. 12.7. In accordance with Government Code Section 8546.7, records of both Owner and the Contractor shall be subject to examination and audit by the State Auditor General for a period of three (3) years after final payment. Contractor shall make available to Owner any of the Contractor's other documents related to the Work immediately upon request of Owner. In addition to the State Auditor's rights described above, Owner shall have the right to examine and audit all books, estimates, records, contracts, documents, bid documents, subcontracts, and other data of the Contractor (including electronic records, computations and projections) related to negotiating, pricing, or performing the Work in order to evaluate the accuracy and completeness of the cost or pricing data, for a period of four (4) years after final payment. San Luis Obispo Water Resource Agreement Recovery Facility Project May 2019 Specification No. 91620 0052 13 - 15 ©Copyright 2019 CH2M HILL CO\FORA,ILD PW\DEN001\668876 ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT OF SURETY THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is entered effective as of , by and among the City of San Luis Obispo ("Owner"), PCL Construction, Inc. ("Contractor"), and Zenon Envirommental Corporation dba Suez Water Technologies and Solutions (formerly known as Zenon Environmental Corporation dba GE Water & Process Technologies) ("Supplier"). WHEREAS, Owner and Zenon Environmental Corporation dba GE Water & Process Technologies entered into that Purchase Agreement dated October 25, 2017 , for the Membrane Equipment System (the "Purchase Agreement") in connection with the construction of the work of improvement commonly known as the San Luis Obispo Water Resource Recovery Facility (the "Project"); WHEREAS, Zenon Environmental Corporation dba GE Water & Process Technologies has changed its name and is now known as Zenon Environmental Corporation dba Zenon Environmental dba Suez Water Technologies and Solutions, and the parties have reaffirmed that the terms of the Purchase Agreement remain in full force and effect as evidenced by that Acknowledgement of Name Change and Consent of Surety dated December 6, 2018, a copy of which is attached to this Assignment and Assumption Agreement as Exhibit A; WHEREAS, Owner and Contractor have entered into a certain Agreement for Construction of the Project, dated . 4,.t Z-o 11 (the "Construction Agreement"); and WHEREAS, Owner, Supplier and Contractor now desire to assign the Purchase Agreement from Owner to Contractor and have Contractor assume Owner's obligations to Supplier on the terms set forth below. NOW, THEREFORE, the parties agree as follows: Assignment and Assumption of Purchase Agreement. The documents comprising the Purchase Agreement are provided in Volume 13A and Volume 13B. In addition, the submittal information provided by Suez Treatment Solutions as part of the preassignment Work are provided in Volume 14. The parties agree that there are no other documents which form a part of the Purchase Agreement that are not listed herein. Subject to the terms and conditions below, Owner hereby grants and assigns to Contractor, and Contractor hereby assumes, all Owner's rights and obligations in and under the Purchase Agreement for the purpose of administering the Purchase Agreement and enforcing the obligations of Supplier under the Purchase Agreement. Notwithstanding this assignment, Owner retains all of its contractual and other rights under the Purchase Agreement including, but not limited to, Owner's rights of San Luis Obispo Water Resource Assignment and Assumption Agreement Recovery Facility Project and Consent of Surety Specification No. 91620 0061 15 - 1 February 2019 ©Copyright 2019 CH2M HILL P W\DEN001 \668876 review, approval, acceptance, and/or rejection of Supplier's performance, whether said performance occurs before or after the date of this Assignment and Assumption Agreement. Any such exercise of rights by Owner shall have priority over any conflicting exercise by Contractor. 2. Obligations, Revocation of Assignment. The obligations undertaken by Contractor by this Assignment and Assumption Agreement is for the sole purpose of managing Supplier and administering the Purchase Agreement for the benefit of Owner in pursuit of the Project. Should the Construction Agreement be terminated, this Assignment and Assumption Agreement shall also automatically terminate. In addition, Owner may terminate this Assignment and Assumption Agreement at any time upon written notice to Contractor and Supplier. Upon a termination of this Assignment and Assumption Agreement, all rights and obligations assigned to Contractor shall revert to Owner. 3. Miscellaneous. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of California (without giving effect to principles of conflicts of law). This Agreement may not be modified, waived or amended except by a written agreement executed by the party against whom enforcement is sought. This Agreement may be executed (a) in counterparts, a complete set of which shall constitute an original, and (b) in duplicates, each of which shall constitute an original. Copies of this Agreement showing the true signatures of the respective parties, whether produced by photographic, digital, computer, or other reproduction may be used for all purposes as originals. All of the terms of this Agreement shall be binding upon the respective successors, assigns and legal representatives of (and shall inure to the benefit of and enforceable by) the parties and their respective successors, assigns and legal representatives. 4. Consent to Assignment. By signing below, Supplier hereby consents to Owner's assignment of the Purchase Agreement to Contractor on the terms set forth in this Assignment and Assumption Agreement. Except as expressly modified by this Assignment and Assumption Agreement, Supplier agrees that the Purchase Agreement remains unchanged and in full force and effect. Assignment and Assumption Agreement San Luis Obispo Water Resource and Consent of Surety Recovery Facility Project February 2019 0061 15 - 2 Specification No. 91620 ©Copyright 2019 CH2M HILL PW\DEN001\668876 By their signature below, each of the following represent that they have authority to execute this Agreement and to bind the party on whose behalf their execution is made. I consent to the assignment as set forth above. SUPPLIER: Zenon Envir rtmental Corpo ez Z..ter Technologies and By: Printed Name: Title: 66m . Mv�C-Ta2. I accept the assignment as set forth above. CONTRACTOR Printed Name: Mike McKinney President Title: I consent to the assignment as set forth above. OWNER: CityWNa its Obispo, C ifornia By: PrinH 4 D (. �4 Gt � Title: Approved as to form: San Luis Obispo Water Resource Assignment and Assumption Agreement Recovery Facility Project and Consent of Surety Specification No. 91620 0061 15 - 3 February 2019 ©Copyright 2019 CH2M HILL W, PWIDEN0011668876 SURETY'S CONSENT TO ASSIGNMENT In accordance with the provisions of the Purchase Agreement between the City of San Luis Obispo and Zenon Environmental Corporation dba Suez Water Technologies and Solutions (formerly known as Zenon Environmental Corporation dba GE Water & Process Technologies) (the "Seller") dated _ October 25, 2017 , Atlantic Specialty Insurance Company (the "Surety"), issued Payment and Performance Bonds No.800031082 (the "Bonds") in connection with the Purchase Agreement, and has consented to Seller's change of name, and hereby acknowledges the Assignment set forth above. Surety and Supplier agree that the assignment of Purchase Agreement in the Assignment and Assumption Agreement shall not exonerate or diminish or otherwise relieve Surety of any of its obligations as set forth in the Bonds. Surety: Supplier: Tenon Envi nmental Atlantic Specialty Insurance Company Corporation dha Su gter Tech e S us Name: Annette Audinot Ntne' Title: Title: Attorney -In -Fact 001kA Date: 08-22-2019 Date: Au. ; Lj > �� - "7jan , Signatures of those signing for surety must be notarized and evidence of corporate authority attached. An original Power of Attorney authorizing the person signing on behalf of the surety to do so must also be attached hereto. Assignment and Assumption Agreement and Consent of Surety February 2019 ®Copyright 2019 CH2M HILL END OF SECTION San Luis Obispo Water Resource Recovery Facility Project 0061 15 - 4 Specification No. 91620 CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of ' New York County of Queens On 8/22/2019 before me, Mariya Leonidov, Notary Public (Here irmert name and titleat a a car) personally appeared Annette Audinot lie ved to me on the basis of satisfactory evidence to be th6T*.mala.(�) whose Is re subscribed to the within i strument and ackno ed to me that #hey exec the same in his el�heiraut orized a aci ies), and that by their s) on the instrument th perso s), or the entity upon behalf of which th perso s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. MARIYA Y LEONIDOV WITNESS my hand and official seal. NOTARY PUBLIC -STATE OF NEW YORK No.01LE6387977 Qualified in Queens County My Commission Expire 02.25.2023 Nat Pu gna ure (Notary Public Seal) My Commission Expires: 02/25/2023 ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM This form complies with current California statutes regarding notary wording and, DESCRIPTION OF THE ATTACHED DOCUMENT if needed, should be completed and attached to the document. Acknowledgments from other slates may he completed for documents being sent to that state so long as the wording does not require the California notary to violate California notary Surety's Consent To Assignment _ Imp. (Title or description of attached document) • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. (Title or description of attached document continued) a Date of notarization must be the date that the signers) personally appeared which must also be the same date the acknowledgment is completed. 5 08/22/2019 • The notary public must print his or her name as it appears within his or her Number of Pages Document Date commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization, CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/#wj -, is lere) or circling the correct forms. Failure to correctly indicate this ❑ Individual (s) information may lead to rejection of document recording. ❑ Corporate Officer . The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines If seal impression smudges, re -scat if a (Title) sufficient area permits, otherwise complete a different acknowledgment form, ❑ Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk. n Attorney -in -Fact Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document. Other 6 Indicate title or type of attached document, number of pages and date. ❑ Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document with a staple. OneBeacon I NSURANCE GROUP KNOW ALL MEN BY THESE PRESENTS, that ATLANTIC SPECIALTY INSURANCE COMPANY, a New York corporation with its principal office in Plymouth, Minnesota, does hereby constitute and appoint: Theresa Giraldo, Francesca Papa, William G. Morrissey, Terry Ann Gonzales -Selman, Annette Audinot, Mariya Leonidov, each individually if there be more than one named, its true and lawful Attorney -in -Fact, to make, execute, seal and deliver, for and on its behalf as surety, any and all bonds, recognizances, Contracts of indemnity, and all other writings obligatory in the nature thereof; provided that no bond or undertaking executed under this authority shall exceed in amount the sum of: sixty million dollars ($60,000,000) and the execution of such bonds, recognizances, contracts of indemnity, and all other writings obligatory in the nature thereof in pursuance of these presents, shall be as binding upon said Company as if they had been fully signed by an authorized officer of the Company and sealed with the Company seal. This Power of Attorney is made and executed by authority of the following resolutions adopted by the Board of Directors of ATLANTIC SPECIALTY INSURANCE COMPANY on the twenty-fifth day of September, 2012: Resolved: That the President, any Senior Vice President or Vice -President (each an "Authorized Officer") may execute for and in behalf of the Company any and all bonds, recognizances, contracts of indemnity, and all other writings obligatory in the nature thereof, and affix the seal of the Company thereto; and that the Authorized Officer may appoint and authorize an Attorney -in -Fact to execute on behalf of the Company any and all such instruments and to affix the Company seal thereto; and that the Authorized Officer may at any time remove any such Attorney -in -Fact and revoke all power and authority given to any such Attorney -in - Fact. Resolved: That the Attorney -in -Fact may be given full power and authority to execute for and in the name and on behalf of the Company any and all bonds, recognizances, contracts of indemnity, and all other writings obligatory in the nature thereof, and any such instrument executed by any such Attorney -in -Fact shall be as binding upon the Company as if signed and sealed by an Authorized Officer and, further, the Attorney -in -Fact is hereby authorized to verify any affidavit required to be attached to bonds, recognizances, contracts of indemnity, and all other writings obligatory in the nature thereof. This power of attorney is signed and sealed by facsimile under the authority of the following Resolution adopted by the Board of Directors of ATLANTIC SPECIALTY INSURANCE COMPANY on the twenty-fifth day of September, 2012: Resolved: That the signature of an Authorized Officer, the signature of the Secretary or the Assistant Secretary, and the Company seal may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing an Attorney -in -Fact for purposes only of executing and sealing any bond, undertaking, recognizance or other written obligation in the nature thereof, and any such signature and seal where so used, being hereby adopted by the Company as the original signature of such officer and the original seal of the Company, to be valid and binding upon the Company with the same force and effect as though manually affixed. IN WITNESS WHEREOF, ATLANTIC SPECIALTY INSURANCE COMPANY has caused these presents to be signed by an Authorized Officer and the seal of the Company to be affixed this twenty-sixth day of October, 2017. =r f9$fi o' By STATE OF MINNESOTA ikyA- +Fly YB+ HENNEPIN COUNTYPaul J. Brehm, Senior Vice President ; b r 1 ��' On this twenty-sixth day of October, 2017, before me personally came Paul J. Brehm, Senior Vice President of ATLANTIC SPECIALTY INSURANCE COMPANY, to me personally known to be the individual and officer described in and who executed the preceding instrument, and he acknowledged the execution of the same, and being by me duly sworn, that he is the said officer of the Company aforesaid, and that the seal affixed to the preceding instrument is the seal of said Company and that the said seal and the signature as such officer was duly affixed and subscribed to the said instrument by the authority and at the direction of the Company. TARA JANELLE STAFFORD NOTARY PUBLIC. MINNE SOTA My Commission Expires January 31, 2020 r 7 V Notary Public I, the undersigned, Secretary of ATLANTIC S$-CIALTY INSURANCE COMPANY, a New York Corporation, do hereby certify that the foregoing power of attorney is in full force and has not been revoke n eAr: ions se h above are ng�w ip/Force. s) Signed and sealed. Dated day of (q% �/�•(��c/// e. _R CpHPOR,trE�yn 14. SEAL m'=. This Power of Attorney expires October 1, 2019 =?�a ]xIy ypi�+ AS a�F r C,�--- VL7� Christopher V. Jerry, Secretary One Beacon INSURANCE GROUP P&C Balance Shoot Dollars displayed in thousands Admitted Assets Investments: Bonds Preferred Stocks Common Stocks Mortgage Loans Real Estate Contract Loans Derivatives Cash, Cash Equivalents & Short Term Investments Other Investments Total Cash & Investments Atlantic Specialty Insurance Company Period Ended 12/31/2018 Liabilities and Surplus Liabilities $ 1,145,946 Loss Reserves - Loss Adjustment Expense Reserves 748,692 Total Loss & LAE Reserves 72,158 25,782 1,992,580 Premiums and Considerations Due 237,607 Reinsurance Recoverable 95,839 Receivable from Parent, Subsidiary or Affiliates All Other Admitted Assets 75,952 Total Admitted Assets 2,401,978 State of Minnesota County of Hennepin Unearned Premium Reserve Total Reinsurance Liabilities Commissions, Other Expenses, and Taxes due Derivatives Payable to Parent, Subs or Affiliates All Other Liabilities Total Liabilities Capital and Surplus Common Capital Stock Preferred Capital Stock Surplus Notes Unassigned Surplus Other Including Gross Contributed Capital & Surplus Total Liabilities and C&S $ 765,181 251.149 1,016,330 497.625 13,531 40,413 13,790 201.194 1,782,783 9,001 (70,080) 680,275 619,195 2,401,978 I, Christopher Jerry, Secretary of Atlantic Specialty Insurance Company, do hereby certify that the foregoing statement is a correct exhibit of the assets and liabilities of the said Atlantic Specialty Insurance Company, on the 31" day of December, 2018, according to the best of my Information knowledge and belief. Secretary Subscribed and sworn to, before me, a Notary Public of the State of Minnesota on this 4th day of March, 2018. /h _ A '? MANDALY ANN LAMERE ZX Notary Public I NOTARY PUBLIC - MINNESOTA My Commission Expires ''�=+ January 31, 2023 PW\DEN001\668876 12.8. The right to audit shall extend to the State Water Resources Control Board, Division of Financial Assistance, the Federal Emergency Management Agency, the California Office of Emergency Services and any other funding agencies ("Agencies"). The Agency may call for an audit of financial information relative to the Project if the Agency determines that an audit is desirable to assure program integrity or if an audit becomes necessary because of state or federal requirements. If an audit is called for, the audit shall be performed by a certified public accountant independent of the Owner and at the cost of the Owner. The audit shall be in the form required by the Agency. 13. COMPLIANCE WITH THE COMMUNITY WORKFORCE AGREEMENT 13.1. This Project is subject to the City's Community Workforce Agreement (CWA) which is included in the Contract Documents. Contractor and all of its Subcontractors shall comply with all provisions of the CWA, including but not limited to: 13.1.1. Contractor and Subcontractors must submit letter of assent agreeing to be bound by the CWA prior to start of Work. Contractor must sign and submit its letter of assent along with signed Agreement. 13.1.2. All workers performing work on the Project must be registered with the appropriate union hall for the trade or craft work they are performing. 13.1.3. Non -union contractors must use their own core workers in a one-to- one ratio with workers referred from the union hall up to the maximum number of core workers defined in the CWA. 13.1.4. All worker fringe benefits must be paid to the applicable union trust fund for the work being performed. 13.1.5. The Contractor shall coordinate with the union halls and make every reasonable effort to meet the goal of 30 percent of all work hours performed by Local Area Residents as defined by the CWA. Agreement San Luis Obispo Water Resource May 2019 Recovery Facility Project ©Copyright 2019 CH2M HILL 00 52 13 - 16 Specification No. 91620 CONFORI•IED PW\DEN001\668876 Bond no. 6354329, 106873087, 82527014 LABOR AND MATERIALS PAYMENT BOND KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, the City of San Luis Obispo (hereinafter referred to as "City") has awarded to PCL Construction, Inc. , (hereinafter referred to as the "Principal") a contract for construction ol the public work of improvement known as the SAN LUIS OBISPO WA70=OURCE RECOVERY FACILITY PROJECT (hereinafter referred to as the "Project"); and WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated February 2019 (hereinafter referred to as "Contract Documents"), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, Principal is required to furnish a bond in connection with the contract described above; providing that if Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth. Fidelity and Deposit Company of Maryland, Zurich American Insurance Company, NOW, THEREFORE, we, the Principal andr"lersCasualty and sumty Company orwnerleaaFzed and existing under the laws of the State of L. NY, CT, IN and authorized to transact surety business under the one undyed ten mullion, aght hundred fitly -six thousand, laws of the State of California as Surety, are held and firmly bound unto City in the sum of tam-roar&lfmand�nty-seven cents ($110,856,024.771 lawful money of the United States of America, the sum not being less than One Hundred Percent (100%) of the total amount of the Contract, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if Principal, his or its Subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the Principal and his Subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by City in such suit, including reasonable attorneys' fees, court costs, expert witness fees and investigation expenses. This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond. It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to the Project, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to the Project, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any San Luis Obispo Water Resource Payment Bond Recovery Facility Project February 2019 Specification No. 91620 00 61 13.16 - 1 OCopyright 2019 CH2M HILL PW\DEN001\668876 person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between City and original Principal or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract to be performed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of Contract. including but not limited to the provisions of Sections 2819 and 2845 of the California Civil Code. FiCAllyd o��osl�r�d' i�lt'e�5�fd hands and seals this 16th day of _ July 12019 Travelers Casualty an S Company of America, Federal Ins anCB PCL Construction. Inc. T BY: SURE C) BY: PRIM IPAL: Signature: Signature: Printed ame: Sandra M. Winsted Printed Name: Mike Mclfn Title: Attorney -in -Fact Title: President Signatures of those signing for the Principal and Surety must be notarized and evidence of corporate authority attached. An original Power -of -Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto. The rate of premium on this bond is $5.24 per thousand. The total amount of premium charges, $ 580.941.00 (the above must be filled in by corporate attorney.) THE FOLLOWING INFORMATION IS MANDATORY Any claims under this bond may be addressed to: Fidelity and Deposit Company of Maryland/Zurich American Insurance Company (Name and Address of Surety) 1299 Zurich Way, Schaumburg, IL 60196 (Name and Address of Agent or Representative for service of process in California, if different from above) (Telephone number of Surety and Agent or Representative for service of process in California) Payment Bond February 2019 ©Copyright 2019 CH2M HILL Travelers Casualty and Surety Company of America One Tower Square, Bond/5PB, Hartford, CT 06183 Federal Insurance Company 202E Hall's Mill Road, Whitehouse Station, NJ 08889 Keana Wapato, Aon Risk Services, Inc. 707 Wilshire Blvd, Suite 2600, Los Angeles, CA 90017 213-630-3266 END OF SECTION San Luis Obispo Water Resource Recovery Facility Project 00 6131.16 - 2 Specification No. 91620 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Illinois County of Kane On 16th day of July, 2019, before me, K Flannigan, Notary Public, personally appeared Sandra M. Winsted who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature OFFICIAL SEAL K HANNIGAN FNOTARY PUBLIC, STATE OF ILLINOIS MMISSION EXPIRES 1d/23/2p21 ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the ZURICH AMERICAN INSURANCE COMPANY, a corporation of the State of New York, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State of Illinois, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Illinois (herein collectively called the "Companies"), by Robert D. Murray, Vice President, in pursuance of authority granted by Article V, Section 8, of the By -Laws of said Companies, which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby nominate, constitute, and appoint Sandra M. WINSTED, Diane M. O'LEARY, Susan A. WELSH, Judith A. LUCKY-EFTIMOV, James B. McTAGGART, Debra J. DOYLE, Sandra M. NOWAK, Jessica B. DEMPSEY and Christina L. SANDOVAL, all of Chicago, Illinois, EACH its true and lawful agent and Attorney -in -Fact, to make, execute, seal and deliver, for, and on its behalf as surety, and as its act and deed: any and all bonds and undertakings, and the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said Companies, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York, New York., the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland., in their own proper persons. The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V, Section 8, of the By -Laws of said Companies, and is now in force. IN WITNESS WHEREOF, the said Vice -President has hereunto subscribed his/her names and affixed the Corporate Seals of the said ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 281h day of January, A.D. 2019. ww. � ATTEST: ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND By: Robert D. Murray Vice President By Dawn E Brown Secretary State of Maryland County of Baltimore On this 28th day of January, A.D. 2019, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, Robert D. Murray, Vice President and Dawn E. Brown, Secretary of the Companies, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and acknowledged the execution of same, and being by me duly swom, deposeth and saith, that he/she is the said officer of the Company aforesaid, and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies, and that the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. �0^'sR11tiry, • riryt'lfjlit�i��� rr�rutitti��ti Constance A. Dunn, Notary Public My Commission Expires: July 9, 2019 Travelers Casualty and Surety Company of America Travelers Casualty and Surety Company TRAVELERS St. Paul Fire and Marine Insurance Company POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company are corporations duly organized under the laws of the State of Connecticut (herein collectively called the "Companies"), and that the Companies do hereby make, constitute and appoint Sandra M. Winsted of Chicago Illinois , their true and lawful Attorney -in -Fact to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF, the Companies have caused this instrument to be signed, and their corporate seals to be hereto affixed, this 3rd day of February, 2017. 171R :7A !S*�1T AyQ dG i HAMIIOMD, �p OPP11MR rf Y State of Connecticut City of Hartford ss. By: Robert L. Raney, Se or Vice President On this the 3rd day of February, 2017, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. In Witness Whereof, I hereunto set my hand and official seal. o T My Commission expires the 30th day of June, 2021 `(YIOJu.A. C * it �p ,► Marie C. Tetreault, Notary Public This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, which resolutions are now in full force and effect, reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys -in -Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her; and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys -in -Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valld and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kevin E. Hughes, the undersigned; Assistant Secretary of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which remains in full force and effect. Dated this 16th day of July , 2019 fly �`,�ur ske+4N� D cores. wls� Kevin E. Hughes, Assi tart Secretary To verify the authenticity of this Power ofAttorney, please call us at 1-800-421 3880. Please refer to the above -named Attorney -in -Fact and the details of the bond to which the power is attached. CHUBBY • Power of Attorney Federal Insurance Company I Vigilant Insurance Company I Pacific Indemnity Company Know All by These Presents, That FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANT INSURANCE COMPANY, a New York corporation, and PACIFIC INDEMNITY COMPANY, a Wiscomin corporation, do each hereby constitute and appoint Jessica B. Dempsey, Debra J. Doyle, Derek J. Elston, Jennifer L. Jakaitis, James B. McTaggart. Judith A. Lucky-Eftimov, Ann Mullins, Sandra M. Nowak, Diane M. O'Leary, Christina L. Sandoval, Bartlomiej Siepierski, Christopher P. Troha, Aerie Walton, Susan A. Welsh and Sandra M. Winsted of Chicago, Illinois------ each as their true and lawful Attorney -in -Fact to execute under such designation In their names and to affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise, bonds and undertakings and other writings obligatory in the nature thereof (other than bail bonds) given or executed In the course of business, and any instruments amending or altering the same, and consents to the modification or alteration of any instrument referred to in said bonds or obligations. In Witness Whereof, said FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporate seals on this 14'" day ofAugust, 2018. Rivin M. Chloros, Assistant Scvroary *00 STATE OF NEW JERSEY County of Hunterdon ss. 1 Stephen NI. lianc'y. Vice President On this 141, day of August, 2018, before me, a Notary Public of New Jersey, personally came Dawn M. Chloros, to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY, the companies which executed the foregoing Power of Attorney, and the said Dawn M. Chloros, being by me duly sworn, did depose and say that she is Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof, that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of said Companies; and that she signed said Power of Attorney as Assistant Secretary of said Companies by like authority; and that she is acquainted with Stephen M. Haney, and knows him to be Vice President of said Companies; and that the signature of Stephen M. Haney, subscribed to said Power of Attorney is in the genuine handwriting of Stephen M. Haney, and was thereto subscribed by authority of said Companies and in deponent's presence. Notarial Seal KATHERINE J. ADELAAR rAgy NorARY PUBLIC OF NEW JERSEY �.+ No.2316666 At1BLyC Commroslai E tplree July 70, 2019 NwIn Publ lc CERTIFICATION Resolutions adopted by the Boards of Directors of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY on August 30, 201& "RESOLVED, that the following authorizations relate to the execution, for and on behalf of the Company, of bonds, undertakings, recognizances, contracts and other written commitments of the Company entered into in the ordinary course of business (each a "Written Commitment"): (1) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of the Company or otherwise. (2) Each duly appointed attorney -In -fact of the Company Is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of the Company or otherwise, to the extent that such action Is authorized by the grant of powers provided for in such person's written appointment as such attorney -in -fact. (3) Each of the Chairman, the President and the Vice Presidents of the Company Is hereby authorized, for and on behalf of the Company, to appoint in writing any person the attorney - in -fact of the Company with full power and authority to execute, for and on behalf of the Company, under the seal of the Company or otherwise, such Written Commitments of the Company as may be specified in such written appointment, which specification may he by general type or class of Written Commitments or by specification of one or more particular Written Commitments, (4) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized, for and on behalf of the Company, to delegate In writing to any other officer of the Company the authority to execute, for and on behalf of the Company, under the Company's seal or otherwise, such Written Commitments of the Company as are specified in such written delegation, which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (5) The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution, and the seal of the Company, may be affixed by facsimile on such Written Commitment or written appointment or delegation, FURTHER RESOLVED, that the foregoing Resolution shall not be deemed to be an exclusive statement of the powers and authority of officers, employees and other persons to act for and on behalf of the Company, and such Resolution shall not limit or otherwise affect the exercise ofany such power or authority otherwise validly granted or vested" 1, Dawn M. Chloros, Assistant Secretary of FEDERAL. INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY (the "Companies") do hereby certify that (I) the foregoing Resolutions adopted by the Board of Directors of the Companies are true, correct and in full force and effect, (ii) the foregoing Power of Attorney is true, correct and in full force and effect. Given under my hand and seals of said Companies at Whitehouse Station, NJ, this 16th day of July, 2019. (0 "�•"' L -iwn 19)9. Chloros, r\ssisuml Secretary IN THE EVENT YOU WISH TO VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER, PLEASE CONTACT US AT: Telephone (cM) 90 3-193 Flx(M)903-.W6 a-maffi surer hubbmnr FED- VIG-PI (rev 08-18) PW\DEN001\668876 IN WITNESS WHEREOF, Owner and Contractor have signed this Agreement in triplicate. One counterpart each has been delivered to Owner, Contractor, and Engineer. All portions of the Contract Documents have been signed or identified by Owner and Contractor or on their behalf. This Agreement will be effective on Q130� 2015 (which is the Effective Date of the Agreement). OWNER: CiA of San L 's Ob' •po By: Title: R eAl Oy— [CORPORATE SEAL] Attes Title: _ o, P lir le - Address for giving notices: Attn: Utilities Director 879 Morro Street (If Owner is a corporation, attach evidence of authority to sign. If Owner is a public body, attach evidence of authority to sign and resolution or other documents authorizing execution of this Agreement.) CONTRACTOR: PCL Construction, Inc. By. Me MdGnney Title: P,es;dent Attest Title: Address for giving notices: 3750 SCNAdfE(.E AyEuuE, ��i Z7[� LOAD BEACH , CAUFORNIA 90969 License No. 913 S4 Z A (Where applicable) Agent for service or process: /VA'f10W A 2EC? i SrERE(� A&EwrS,_ /,VL . (If Contractor is a corporation, a partnership, or a joint venture, attach evidence of authority to sign.) END OF SECTION San Luis Obispo Water Resource Agreement Recovery Facility Project May 2019 Specification No. 91620 0052 13 - 17 CCopyright 2019 CH2M HILL CONFORNdED