HomeMy WebLinkAboutPhoenix Electric Company, Inc. (4)MINOR CONSTRUCTION AGREEMENT FOR SANITARY SEWER WORK
BETWEEN THE TOWN OF LOS ALTOS HILLS AND PHOENIX ELECTRIC CO.
This Agreement (this "Agreement") is made and entered into between the Town of LW(0'
Hia General
Law City ("Town") and Phoenix Electric Company, Inc. ("Contractor") effective as of(the "Effective Date"). Town and Contractor are hereinafter collectively referred to
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Pes"). In
consideration of their mutual covenants, the Parties hereby agree as follows:
1. Scope of Work. Contractor shall provide the following services and/or materials ("the Work"):
Rehabilitate sewer manholes, remove intruding sewer laterals, remove excessive roots in lamp holes,
replace sewer pipes, and replace sewer main at Elevation Locations per Exhibit A and summarized as
follows:
Task 1 (Report date 8/16/23) —
Remove an intruding sewer lateral in the sewer main between AMH1015 and
AMH1014 at 2215 Old Page Mill Road.
Task 2 (Report date 2/24/22) —
Rehabilitate Manhole EMH 1220 at 26026 Scarff Way
Task 3 (Report date 2/24/22) —
Rehabilitate Manhole BMH1018 at 26805 Palo Hills
Task 4 (Report date 2/24/22) —
Rehabilitate Manhole BMH1020 at 26805 Palo Hills
Task 5 (Report date 2/24/22) —
Rehabilitate Manhole BMH1021 at 26805 Palo Hills
Task 6 (Report date - None) —
Remove broken sewer pipe in Manhole BMH1019 at 26805 Palo Hills
Task 7 (Report date 7/18/23) —
Remove an intruding sewer main in Manhole KMHI 123 (20ft deep) at 25380
Moody Rd
Task 8 (Report date 12/21/22)
— Remove excessive roots in ECO 1014 and replace pipe as directed
Task 9 (Report date 11/30/22)
— Remove roots in LMH1070 at 12816 El Monte Rd
Task 10 (Report date 8/15/23)
— Rehabilitate Manhole AMH1021, remove protruding roots, and modify flow
channel
Task 11 (Report date 1/26/22) — Remove excessive roots in ECO1076 and replace pipe as directed. Clean up
Manhole EMH1201 at 14411 Kingsley Ave.
• Contractor shall provide certified payroll and a contractor's bond for this contract.
• Contractor is not required to have an excavation or encroachment permit for this work
• Work shall be performed on a Time and Materials (T&M) basis with the mark-up of 35% for labor, 15% for
equipment, and 15% for materials. Daily work performed shall be recorded on T&M tags and approved by
a Town representative. Equipment rates and labor surcharge shall be based on the Caltrans standard rates
(September 1, 2023 to March 31, 2024).
Or, as more particularly described in the Scope of Work, attached hereto and incorporated herein as Exhibit A. In
the event of a conflict or inconsistency between the text of the main body of this Agreement and Exhibit A, the
text of the main body of this Agreement shall prevail. The Work shall commence on 12/14/23 and shall be
completed to the satisfaction of the Town by 1/5/24 unless such date is extended or otherwise modified by the
Town in writing.
2. Payment. Town shall pay Contractor an amount not to exceed: Fifty Thousand Dollar ($50,000)
for the full and satisfactory completion of the Work in accordance with the terms and conditions of this Agreement.
The calculation of payment for the Work shall be set forth as described in the Compensation Form, attached hereto
and incorporated herein as Exhibit B. The amount stated above is the entire compensation payable to Contractor
for the Work performed hereunder, including all labor, materials, tools and equipment furnished by Contractor.
(A) Invoices. Town shall make monthly payments, based on invoices received, for Work satisfactorily
performed. Town shall have thirty (30) days from the receipt of an invoice that complies with all of the
requirements above to pay Contractor.
(B) False Claims Act. Presenting a false or fraudulent claim for payment, including a change order, is
a violation of the California False Claims Act and may result in treble damages and a fine of five thousand
($5,000) to ten thousand dollars ($10,000) per violation.
(C) Retention and Final Payment. Town shall retain five percent (5%) of each payment, which shall
be paid within sixty (60) days after acceptance of the services, as described in Section 11, and submittal
to Town of a final invoice, if all services required have been satisfactorily performed. Contractor may
substitute securities or establish an escrow in lieu of retainage, pursuant to Public Contract Code Section
22300.
3. Independent Contractor. It is understood and agreed that this Agreement is not a contract of employment
and does not create an employer-employee relationship between the Town and Contractor. At all times Contractor
shall be an independent contractor and Contractor is not authorized to bind the Town to any contracts or other
obligations without the express written consent of the Town.
4. Indemnification. To the fullest extent permitted by law, Contractor shall indemnify, defend (with
counsel acceptable to the Town), and hold harmless the Town and its elected and appointed officers, officials,
employees, agents, contractors and consultants (collectively, the `Town Indemnitees") from and against any and
all liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys' fees and costs of
litigation) (collectively, "Liability") of every nature arising out of or in connection with Contractor's performance
of the Work or Contractor's failure to comply with this Agreement, except such Liability caused by the gross
negligence or willful misconduct of the Town Indemnitees.
5. Excavations. In accordance with Public Contracts Code Section 714, Contractor shall promptly notify
the Town in writing of discovery of any material Contractor believes may be hazardous waste as defined in Section
25117 of the Health and Safety Code or of any subsurface or latent physical conditions at the site of any unusual
nature differing materially from those generally inherent in the work described in Exhibit A. Upon receipt of such
communication, Town shall promptly investigate the conditions and if conditions do materially differ, shall issue
a change order providing for additional time or payment of additional costs.
6. Relocation of Utilities. In the event that the completion of the services described in Exhibit A requires
the removal or protection of main or trunk line public utility facilities, the Town shall be responsible for removal
and protection of such public utilities pursuant to Government Code Section 4215.
7. Insurance. Prior to beginning the Work and continuing throughout the term of this Agreement,
Contractor (and any subcontractors) shall, at Contractor's (or subcontractor's) sole cost and expense, furnish the
Town with certificates of insurance evidencing that Contractor has obtained and maintains insurance in the
following amounts:
A. Workers' Compensation that satisfies the minimum statutory limits.
B. Commercial General Liability and Property Damage Insurance in an amount not less than TWO
MILLION DOLLARS ($2,000,000) combined single limit per occurrence, FIVE MILLION DOLLARS
($5,000,000) annual aggregate, for bodily injury, property damage, products, completed operations and
contractual liability coverage. The policy shall also include coverage for liability arising out of the use and
operation of any Town -owned or Town -furnished equipment used or operated by the Contractor, its personnel,
agents or subcontractors.
C. Comprehensive automobile insurance in an amount not less than ONE MILLION DOLLARS
($1,000,000) per occurrence for bodily injury and property damage including coverage for owned and non -
owned vehicles.
2
All insurance policies shall be written on an occurrence basis and shall name the Town Indemnitees as
additional insureds. The certificates shall contain a statement of obligation on the part of the carrier to notify the
Town of any material change, cancellation, termination or non -renewal of the coverage at least thirty (30) days in
advance of the effective date of any such material change, cancellation, termination or non -renewal. Further, if
the Contractor's insurance policy includes a self-insured retention that must be paid by a named insured as a
precondition of the insurer's liability, or which has the effect of providing that payments of the self-insured
retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such
Provisions must be modified by special endorsement so as to not apply to the additional insured coverage required
by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-
insured retention required to be paid as a precondition to the insurer's liability. Additionally, the certificates of
insurance must note whether the policy does or does not include any self-insured retention and also must disclose
the deductible.
8. General Warranties and Guarantee. Contractor warrants that: (A) All Work, Products and/or
Services are as described in this Agreement, including any exhibits incorporated] conform to all drawings,
samples, descriptions and specifications; (B) All Work, Products and/or Services delivered are new and of good
merchantable quality, free from material defects of workmanship and fit for the purpose for which sold or
provided; (C) Contractor has good title to all Products delivered and all Products delivered are free from liens and
other encumbrances; and (D) Contractor's Work will be in strict conformity with all applicable local, state, and
federal laws. For purposes of this warranty, any parts not meeting the foregoing quality shall be deemed defective.
Contractor shall guarantee the Work to be free of defects in material and workmanship for a period of one
(1) year following the Town's acceptance of the Work ("Contractor's Guarantee"), as described in Section 11. As
part of Contractor's Guarantee, Contractor agrees to make, at Contractor's own expense, any repairs or
replacements made necessary by defects in material or workmanship which become evident within the one-year
guarantee period. The Contractor's Guarantee is effective regardless of whether or not a maintenance bond is
required by the Town for this Agreement.
9. Contract Bonds.
9.1 General.
Before the Town executes this Agreement, the Contractor shall file with the Town surety bonds
satisfactory to the Town in the amounts and for the purposes noted in this Section 9. Bonds shall
be duly executed by an admitted surety insurer, authorized to issue such bonds in the State of
California and secured through an authorized agent with an office in California. The Contractor
shall pay all bond premiums, costs, and incidentals. Each bond shall be signed by both the
Contractor and surety and the signature of the authorized agent of the Surety shall be notarized.
The Contractor shall provide two good and sufficient surety bonds: the payment bond and the
faithful performance bond.
9.2 Payment Bond.
The Payment Bond (material and labor) shall be for not less than one -hundred percent (100%)
of the estimated cost of the construction and completion of the Work hereunder, as security for
the payment of all persons performing labor and providing materials in connection with this
Agreement and to satisfy claims of material suppliers and of mechanics and laborers contracted
for the Work. The bond shall be maintained by the Contractor in full force and effect until the
completed Work is accepted by the Town, and until all claims for materials and labor are paid.
The bond shall provide that if the Contractor fails to pay any of its obligations, the surety will
pay the obligation and, if an action is brought to enforce the liability on the bond, reasonable
attorney's fees.
9.3 Faithful Performance Bond.
The Faithful Performance Bond shall be for 100% of the of the estimated cost of the
construction and completion of the Work hereunder to guarantee faithful performance of all
Work, within the time prescribed, in a manner satisfactory to the Town.
9AWarranty Bond.
<Reserved>
9.513ond Renewal and Extension
If any bond becomes insufficient, the Contractor shall immediately replace the bond with a
substitute upon request from the Town, and the effective date of the bond shall be from the
beginning of Work. If any surety at any time is unsatisfactory to the Town, the Town will give
notice to the Contractor. No further payments shall be deemed due or will be made under the
Agreement until a new surety qualifies and is accepted by the Town. Changes in the Work, or
extensions of time, made under the Agreement, shall not release the Contractor or surety from
their obligations. The surety must waive notice of such changes or extensions.
10. Licenses. Contractor represents and warrants that Contractor possesses all licenses, permits, and
qualifications legally required for the performance of the Work, including but not limited to a business license
from the Town and payment of any applicable business license tax. Contractor shall, at Contractor's sole cost and
expense, maintain all such licenses, permits and qualifications in full force and effect throughout the term of this
Agreement.
11. Damage to Town Facilities and Site Safety. Damage to Town or public facilities or private property
caused by the Contractor or by its subcontractors during performance of the Work shall be repaired and/or replaced
in kind at no cost to the Town. The worksite shall be kept clean and free of hazards at all times during installation.
After work is completed at the site, Contractor shall clean the surrounding area to the condition prior to
performance of the Work.
12. Final Inspection and Work Acceptance. All Work shall be subject to final inspection and
acceptance or rejection by the Town. Contractor shall guarantee the Work to be free of defects in material and
workmanship for a period of one (1) year following the Town's acceptance of the Work.
13. Compliance with all Applicable Laws.
A. Contractor shall comply with all applicable local, state and federal laws, regulations and
ordinances in the performance of this Agreement.
B. Contractor shall not discriminate in the provision of service or in the employment of
persons engaged in the performance of this Agreement on account of race, color, national
origin, ancestry, religion, gender, marital status, sexual orientation, age, physical or
mental disability in violation of any applicable local, state or federal laws or regulations.
C. Contractor shall comply with the requirements of the Secretary of Labor and the latest
amendments to: Executive Orders 11246 and 11375, as supplemented in Department of
Labor regulations (41 C.F.R. chapter 60); the Copeland "Anti -Kickback" Act (18 U.S.C.
§ 847) as supplemented in Department of Labor regulations (29 C.F.R. part 3); Section 3
of the Housing and Urban Development Act of 1968 (12 U.S.C. §§ 1701 et seq.); Title
VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000); Section 109 of Title I of the
Housing and Community Development Act of 1974 (42 U.S.C. §§ 5301 etseq.); the Age
Discrimination Act of 1975 (42 U.S.C. §§ 6101 et seq.); and Section 504 of the
Rehabilitation Act of 1973 (29 U.S.C. § § 701 et seq.)
14. Payment of Taxes• Tax Withholding. Contractor is solely responsible for the payment of employment
taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding,
Contractor must provide Town with a valid California Franchise Tax Board form 590 ("Form 590"). Unless
Contractor provides Town with a valid Form 590 or other valid, written evidence of an exemption or waiver from
withholding, Town may withhold California taxes from payments to Contractor as required by law. Contractor
shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other
4
written evidence of exemptions or waivers) from all subcontractors. Contractor accepts sole responsibility for
withholding taxes from any non -California resident subcontractor and shall submit written documentation of
compliance with Contractor's withholding duty to Town upon request.
15. Prev ailing_Wage,
A. The wages to be paid for a day's work to all classes of laborers, workmen, or mechanics
on the work contemplated by this Agreement, shall be not less than the prevailing rate for
a day's work in the same trade or occupation in the locality within the state where the
work hereby contemplates to be performed as determined by the Director of Industrial
Relations pursuant to the Director's authority under Labor Code ,Section 1770, et seq.
Each laborer, worker or mechanic employed by Contractor or by any subcontractor shall
receive the wages herein provided for. The Contractor shall pay two hundred dollars
($200), or whatever amount may be set by Labor Code Section 1775, as may be amended,
per day penalty for each worker paid less than prevailing rate of per diem wages. The
difference between the prevailing rate of per diem wages and the wage paid to each
worker shall be paid by the Contractor to each worker.
The Town will not recognize any claim for additional compensation because of the
payment by the Contractor for any wage rate in excess of prevailing wage rate set forth.
The possibility of wage increases is one of the elements to be considered by the Contractor.
NOTE; An error on the part of an awarding body does not relieve the Contractor from
responsibility for payment of the prevailing rate of per diem wages and penalties pursuant
to Labor Code Sections 1770-1775.
i. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule
of prevailing wage rates is not attached hereto pursuant to Labor Code Section
1773:2, the Contractor shall post at appropriate conspicuous points at the site of
the project a schedule showing all determined prevailing wage rates for the
various classes of laborers and mechanics to be engaged in work on the project
under this contract and all deductions, if any, required by law to be made from
unpaid wages actually earned by the laborers and mechanics so engaged.
ii. Payroll Records. Each Contractor and subcontractor shall keep an accurate
payroll record, showing the name, address, social security number, work week,
and the actual per diem wages paid to each journeyman, apprentice, worker, or
other employee employed by the Contractor in yonnection with the public work.
Such records shall be certifies and submitted weekly as required by Labor Code
Section 1776.
16. Patents. The Contractor shall assume all costs arising from the use of patented materials, equipment,
services, or processes used on or incorporated in the Work, and agrees to indemnify and save harmless the Town
of Los Altos Hills, the City Council, and the Engineer, and their duly authorized representatives, for all suits at law,
or actions of every nature for, or on account of the use of any patented materials, equipment, services, or processes.
17. Dispute Resolution. Prior to initiating litigation in a court of competent jurisdiction, both Contractor and
Town shall undergo alternative dispute procedures as outlined in Public Contract Code Section 20104, et seq. The
Parties also expressly agree that such procedures are incorporated as though frilly set forth in this Agreement.
18. Prevailing Party. In the event that either party to this Agreement commences any legal action or
proceeding (including but not limited to arbitration) to interpret the terms of this Agreement, the prevailing party
in such a proceeding shall be entitled to recover its reasonable attorney's fees associated with that legal action or
proceeding.
19. Termination. Town may terminate or suspend this Agreement at any time and without cause upon written
notification to Contractor. Upon receipt of notice of termination or suspension, Contractor shall immediately stop
all work in progress under this Agreement. The Town's right of termination shall be in addition to all other
remedies available under law to the Town.
20. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in
full force and effect.
21. Entire Agreement. This Agreement represents the entire and integrated agreement between the
Parties. This Agreement may be modified or amended only by a subsequent written agreement signed by both
Parties.
22. Non -Liability of Officials Employees and Agents. No officer, official, employee or agent of Town
shall be personally liable to Contractor in the event of any default or breach by Town or for any amount which
may become due to Contractor pursuant to this Agreement.
23. Execution in Counter arts. This Agreement may be executed in counterparts and/or by facsimile
or other electronic means, and when each Party has signed and delivered at least one such counterpart, each
counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute
one Agreement, which shall be binding upon and effective as to all Parties.
24. Choice of Law; Venue. The applicable law shall be that of the State of California
25. Notice. All notices and other communications which are required or may be given under this
Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally
delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business
day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such
facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a
domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent
by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties
as follows:
Contractor:
Town:
PHOENIX ELECTRIC COMPANY, INC.
1350 Van Dyke Ave
San Francisco, CA 94124
DANIEL LIANG, UTILITY ENGINEERING MANAGER
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written above.
TOWN:
By:
Peter Pirnejad
City Manager
CONTRACTOR:
By:�_ _ ->
Print Name: Eugene Briody
Title: 12/13/23
C0
EXHIBIT A
SCOPE OF WORK
12/12/2023
No.
Task
Report No.
Map
Date
Location
Comments
Remove
AMH1015-AMH1014 - Intruding lateral at 12'
1
intruding
2021-22-056
Al
8/16/23
2215 Old Page
from USMH, manholes are on Gerth Lane.
lateral
Mill Rd
The intruding lateral is in the unimproved
shoulder. Remove intruding lateral with open
2
Rehab
2021-22-079
64
2/24/22
26026
EMH1220 - clean up, seal and patch, and stop
manhole
Scarff Way
leaks the manhole interior
3
Rehab
2021-22-079
B3
2/24/22
26805
BMH1018 - clean up, seal and patch, and stop
manhole
I
Palo Hills
leaks the manhole interior
4
Rehab
2021-22-079
B3
2/24/22
26805
BMH1020 - clean up, seal and patch, and stop
manhole
Palo Hills
leaks the manhole interior
5
Rehab
2021-22-079
B3
2/24/22
26805
BMH1021- clean up, seal and patch, and stop
manhole
Palo Hills
leaks the manhole interior
6
Remove
B3
12/12/23
26805
BMH1019 - Remove a broken 6 -inch PVC pipe,
p p'
broken pipe e
Palo Hills
and clean up manhole interior
Remove
KMH1123 (20 ft deep) - Remove intruding
intruding
WBSD Email
25380
lateral at manhole to be flush with the
7
lateral in
7/21/23
K4
7/18/23
Moody Rd
manhole wall. Manhole is located on one
Manhole
lane. Provide traffic control & confined space
requirements
Remove
8
excessive
2022-23-066
E4
12/21/22
13851
EC01014 - Remove excessives roots in lamp
roots
Fremont Pines
hole
9
Remove roots
2022-23-066
L2
11/30/22
12816
LMH1070 - Remove roots in manhole.
from MH
EI Monte Rd
Provide traffic control on EI Monte Road
28155
AMH1021- Remove protruding roots, modify
10
Rehab
2023-24-052
A3
8/15/23
Christophers
flow channel, and plug abandoned pipe.
manhole
Ln
Rehab
EC01076 - EMH1201- Remove roots from the
11
manhole and
2021-22-076
E2
1/26/22
14411
lamp hole, clear blockages, replace sewer
lamp hole
Kingsley Ave
pipe, and reconnect to the manhole as
instructed
loft
...............
REPORT ON ON"'DI-TIONt
RING
OW -UP WORK
TASK 17 Remove intruding Lateral
DATE:
MAIN LINE DESIGNATION /ADDRESS I MANHOLE/
SUBASIN #(IF CCTV NEEDED):
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REASON SUBMITTED (CfkCL): (Follow-up, needs repair work, mainline only, CCTV)
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SUPERINTENDENT DISPOSITION: DATE:
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EVALUATION/ACTION INITIATED: DATE:
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TASK 2 - Manhole rehab
REPORT ON C ONNTIONS 'REQUIRING
FOLLOW-UP WORK
DATE:
MAINLINE DESIGNATION /ADDRESS /MANMOLE/
SUBASIN #( IF CCTV NEEDED): J 2 Zd
REASON SUBMITTED
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REPORTED BY: \ ) n* to
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EVALUATION/ACTION INITIATED: DATE:
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- Seal, plug,
and patch
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TASKS 3, 4, 5 & 6 - Manhole rehab
REPORTON CONDITIONS REQUIRING
FOLLOW -Up WORK
DATE:
MAIN LINE DESIGNATION I ADDRESS I MANHOLE/
SUBASIN IF CCTV NEEDED): )-I
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REASON SUBMITTED (CIRCL):(W-0110""j- *eads repair work, mainline only, CCTV)
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EVALUATION/ACTION INITIATED:
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TASK 7 - Cut back pipe to the
manhole's barrel wall
REPORT ON CONDITIONS RI-EQUIRING
FOLLOW -Up WORK
DATE:
NIAIN LINE DES(GNATION / ADDRESS I MANHOUE1
SUBASINN 9(ji: CCTV/ I<fE=C),o):
1 V-2,3
REASOIN SUBi'VITTE0 (CIRCL): (Faffaw-up, neadi r9per wafl(, rjainlina Only, CCTV)
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REPORT ON CONDITIONS REQUIRING
.FOLLOW"U.P WORK
TASK 8 - Remove excessive roots, replace pipe
DATE: 12/21/2022
MAINLINE DESIGNATION /ADDRESS/ MANHOLE* ECO1014
FREMONT PINES EA
REASON SUBMITTED: (Follow-up, needs repairwork, mainline only)
EXCESSIVE ROOTS FROM LAMP HOLE COMING INTO MANILINE
RECOMMEND REPAIR I REMOVE ROOTS
SUPERINTENDENT
Signature
EVALUATION/ACTION INITIATED:
Signature/Position
DATE:
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8VALUATIONIACTIQN INITIATED:. bAT" :
TASK, 10 - Remove roots from manhole
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FOLLOW -.UP VVORK
DATE:
MAIN UNE DESIGNATION I ADDRESS,/ MANHO'LEI
'suBASIN #{ IF CCTV NC EDED): j r .' t . �M t` •.
REASON SUBMITTED-(ClkCL): p-c116W-up, needs repairwork,malnllnaahly,CCiV)
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REPORTED BY: -� � Cid q' � . �,►�%r� �i
SUPCRINTMDENT DISPOS.ITION: '
Slgnature "
EVALUATION./Ad IO.N INITIATED.: �A•��;
Signature/hositio*h
P
TASK 11 - Clean up manhole, replace pipe as
rneeded
NEPORT ON CONDITIONS REQUIRINJ
.-
MAIN LINE DESIGNATION/ ADDRESS/ MANHOLE*
ELL EA
DATE: 1/26/2022
ECO1076-EMH1201
REASON SUBMITTED: (Follow-up, needs repair work, mainline only)
PIPE BROKEN AT DROP
_)RECOMMEND REPAIR
MULTIPLE FOLLOW -UIS ALREADY CREATED
REPORTED BY: EMM
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Signature
EVALUATION/ACTION INITIATED:
Signature/Position
DATE:
N:/Forms/MD-344