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15-016 Service Station Systems for installing two fuel dispensers #2 & #4 with quote No. 2015WEH1515 OFFICE OF THE CITY CLERK CITY HALL 11 10300 TORRE AVENUE•CUPERTINO, CA 95014-3255 TELEPHONE:(408)777-3223•FAX: (408)777-3366 WEBSITE:www.cupertino.org CUPERTINO March 23, 2015 Service Station Systems Inc Attention: Bill Holcomb 680 Quinn Ave. San Jose, CA 95112 Re: Agreement for consultant services. Enclosed for your records is a fully executed original copy of the agreement with the City of Cupertino. If you have any questions, please contact the Public Works Department at (408) 777-3354. Sincerely, t Andrea Sanders Senior Office Assistant City Clerk's Office Enclosure cc: Public Works AGREEMENT BETWEEN THE CITY OF CUPERTINO AND Service Station Systems Inc For installing two fuel dispensers,#2 and#4, and associated work referred to in quote No.2015WEH1515,hereby referred to as Exhibit"A" in CUPERTINO,CA. THIS AGREEMENT, for reference dated February 19, 2015 is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and Service Station Systems, Inc. a California corporation whose address is 680 Quinn Ave, San Jose, CA 95112 hereinafter called the Contractor, and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. City and Contractor desire to enter into an agreement for installing two fuel dispensers, #2 and #4, and associated work as referenced in quote # 2015WEH1515 at 10555 Mary Ave., Cupertino, CA 95014. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The Contractor shall begin work within thirty (30) calendar days after receiving notice from the Street Dept. Supervisor to commence the work, and shall diligently prosecute the work to completion before the expiration of thirty (30) consecutive working days from the date of receipt of notice to begin work. 2. SERVICES TO BE PERFORMED: Contractor agrees, at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all work strictly in accordance with the proposal dated February 15, 2015 hereby referred to and expressly made a part hereof with the same force and effect as if the same were fully incorporated herein. 3. COMPENSATION TO CONTRACTOR: Contractor shall be compensated for services performed pursuant to this Agreement in the amount and manner set forth in Contractor's proposal, which is attached hereto as Exhibit "A" and incorporated herein by this reference. Payment will be made in the same manner that claims of a like character are paid by the City,with checks drawn on the treasury of the City,to be taken from the general fund. 1 4. TIME IS OF THE ESSENCE: Contractor and City agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE: Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES: City and Contractor intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Contractor, except to the extent they are limited by statute,rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Contractor's services. None of the benefits provided by City to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Contractor. Payments of the above items, if required,are the responsibility of Contractor. 7. IMMIGRATION REFORM AND CONTROL ACT(IBCA): Contractor assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder,pursuant to all applicable IRCA or other federal or state rules and regulations. Contractor shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor. 8. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Contractor agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Contractor or Contractor's employee on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Contractor agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS: Contractor shall, to the fullest extent allowed by law, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, stop notices, actions, causes of action or demands whatsoever 2 from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, arising out of, pertaining to, or related to the performance of this Agreement by Contractor or Contractor's employees, officers, officials, agents or independent contractors. Contractor shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole negligence or willful misconduct of City, its agents or employees. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in these sections from each and every subcontractor or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this agreement. If Contractor fails to obtain such indemnity obligations from others as required here, Contractor agrees to be fully responsible according to the terms of this section. 10. INSURANCE: On or before the commencement of the terms of this Agreement, Contractor shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 10A, B, C and D. Such certificates, which do not limit Contractor's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, "Attention: Chris Mertens." It is agreed that Contractor shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Contractor shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liabifi . Commercial general liability coverage in the following minimum limits: Bodily Injury: $1,000,000 each occurrence $2,000,000 aggregate- all other Property Damage: $500,000 each occurrence $1,000,000 aggregate If submitted, combined single limit policy with aggregate limits in the 3 amounts of $2,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automobile liability coverage in the following minimum limits: Bodily injury: $500,000 each occurrence Property Damage: $500,000 each occurrence or Combined Single Limit: $1,000,000 each occurrence B. SUBROGATION WAIVER: Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Contractor's name or as an agent of the Contractor and shall be compensated by the Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees, and volunteers shall be named as an additional insured under all insurance coverage's, except worker' s compensation insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor's insurance broker to determine adequate coverage for Contractor. 11. BONDS: Contractor is not required to provide bonds. 12. PROHIBITION AGAINST TRANSFERS: Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any 4 assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Contractor from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Contractor. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Contractor is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Contractor, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 13. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names are listed in Contractor's bid shall be used in the performance of this Agreement. Requests for additional subcontracting shall be submitted in writing, describing the scope of work to be subcontracted and the name of the proposed subcontractor. Such request shall set forth the total price or hourly rates used in preparing estimated costs for the subcontractor's services. Approval of the subcontractor may, at the option of City, be issued in the form of a Work Order. In the event that Contractor employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general and automobile liability insurance in reasonable conformity to the insurance carried by Contractor. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 14. PERMITS AND LICENSES: Contractor, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City Business License, that may be required in connection with the performance of services hereunder. 15. REPORTS: Each and every report, draft, work product, map, record and other document reproduced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Agreement shall be the exclusive property of City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. No report, information nor other data given to or prepared or assembled by Contractor pursuant to this Agreement shall be made available to any individual or organization by Contractor without prior approval by City. Contractor shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. 16. RECORDS: 5 Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts there from as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three(3)years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Contractor shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 17. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices,demands,requests, or approvals from Contractor to City shall be addressed to City at: City of Cupertino 10555 Mary Avenue Cupertino CA 95014 Attention: Brad Alexander All notices, demands, requests,or approvals from City to Contractor shall be addressed to Contractor at: 680 Quinn Ave. San Jose, CA 95112 Attn: Bill Holcomb 18. URBAN RUNOFF MANAGEMENT: The Contractor shall avoid creating excess dust when breaking asphalt or concrete and during excavation and grading. If water is used for dust control, contractor shall use as little as necessary. Contractor shall take all steps necessary to keep wash water out of the streets, gutters and storm drains. The Contractor shall develop and implement erosion and sediment control to prevent pollution of storm drains. Such control includes but is not limited to: A. Use storm drain inlet protection devices such as sand bag barriers, filter fabric 6 fences, block and gravel filters. (Block storm drain inlets prior to the start of the rainy season (October 15), in site de-watering activities and saw-cutting activities; shovel or vacuum saw-cut slurry and remove from the site). B. Cover exposed piles of soil or construction material with plastic sheeting. All construction materials must be stored in containers. C. Sweep and remove all materials from paved surfaces that drain to streets, gutters and storm drains prior to rain as well as at the end of the each work day. At the completion of the project, the street shall be washed and the wash water shall be collected and disposed of offsite in an appropriate location. D. After breaking old pavement, Contractor shall remove all debris to avoid contact with rainfall or runoff. E. Contractor shall maintain a clean work area by removing trash, litter, and debris at the end of each work day. Contractor shall also clean up any leaks, drips, and other spills as they occur. The objective is to ensure that the City and County of Santa Clara County-Wide Clean Water Program is adequately enforced. These controls should be implemented prior to the start of construction, up-graded as required, maintained during construction phases to provide adequate protection, and removed at the end of construction. These recommendations are intended to be used in conjunction with the States Best Management Practices Municipal and Construction Handbooks, local program guidance materials from municipalities, Section 7.1.01 of the Standard Specifications and any other appropriate documents on storm water quality controls for construction. Failure to comply with this program will result in the issuance of noncompliance notices, citations, project stop orders or fines. The fine for noncompliance of the above program is two hundred and fifty dollars ($250.00) per occurrence per day. The State under the Federal Clean Water Act can also impose a fine on the contractor,pursuant to Cal. Water Code ' 13385. 19. TERMINATION: In the event Contractor fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Contractor shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) days after receipt by Contractor from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Contractor written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven(7) days'prior written notice to Contractor as provided herein. Upon termination of this Agreement, each party shall pay to the other parry that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 20. COMPLIANCES: Contractor shall comply with all laws, state or federal and all ordinances, rules and regulations enacted or issued by City. 7 Prevailing Wage: Consultant shall comply with all applicable requirements set forth in Labor Code section 1770 et seq., including the payment prevailing wages. Consultant will submit monthly certified payroll records to the City for all employees and subcontractors in a preapproved format or a City provided form. Any delay in remitting certified payroll reports to the City upon request from the City will result in either delay and/or forfeit of outstanding payment to Consultant. Working hours: Consultant shall comply with California Labor Code Section 1810, et seq. which provides that work performed by employees of consultant in excess of 8 hours per day, and 40 hours during any one week, must be compensated as overtime, at not less than 11/z times the basic rate of pay. Consultant shall comply with California Labor Code Section 1777.5 regarding apprentices. Payroll records: Contractor shall comply with California Labor Code Section 1776 which requires certified payroll records be maintained with the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with this Agreement. The Payroll Records shall be made available for inspection as provided in California Labor Code Section 1776. 21. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 22. ADVERTISEMENT: Contractor shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 23. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein, 8 shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein,whether of the same or a different character. 24. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Contractor. 25. SAFETY REQUIREMENT All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL-OSHA. City reserves the right to issue restraints or cease and desist orders to Contractor when unsafe or harmful acts or conditions are observed or reported relative to the performance of the work under this Agreement. Contractor shall maintain the work sites free of hazards to persons and/or property resulting from his or her operations. Any hazardous condition noted by Contractor, which is not a result of his or her operations, shall immediately be reported to City. 26. HOURS OF OPERATION Contractor shall be allowed to operate only for the hours of 7:00 a.m. to 3:30 p.m. unless prior written approval has been secured from City to do otherwise. 27. REQUIREMENT TO PAY PREVAILING WAGES Consistent with the City's policy to pay prevailing wage rates, Contractor shall comply with the City's Labor Compliance Program and all other requirements set forth in Labor Code section 1770 et seq. The City shall require payment of the general rate of per diem wages or the general rate of per diem wages for holiday and overtime work. Contractor will submit (monthly or biweekly) certified payroll records to the City for all employees and subcontractors in a preapproved format or a City provided form. Any delay in remitting certified payroll reports to the City upon request from the City will result in either delay and/or forfeit of outstanding payment to Contractor. 28. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by 9 29. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the day and year first above written. P. O.: 7cq CONTRACTOR CITY OF CUPERTINO Service Station Systems, Inc A Municipal Corporation B � (l .� By Title Title �>v b Le Date I j Date 3 cs RECOMMENDED FOR APPROVAL: By Title APPROVED AS TO FORM: By CfibAAJ-1-\-� City Attorney ATTEST: / City Clerk Contract Amount: $24,576.00 Account No.:630-8840-9324 11 Service Service Station Systems,Inc. QUOTATION station 680 Quinn Ave San Jose,CA 95112(408)971-2445 DATE: 02115/15 Systems, Inc. QUOTE#: 2015WEH1515 To:City of Cupertino 10555 Mary Avenue Cupertino,CA 95014 Attn:Chris Mertens,Public Works Supervisor(408)-777-3344-chrism@cupertino.org Subject:Replace Dispensers Site: 10555 Mary Avenue Project Overview:Replace Gas#2 and Diesel#4 UNE OOAKM score of WORK DESCFtWgM AMOUNT 1 Labor and Equipment Rental(Non-Tax) 2 3 Remove and dispose dispensers#2 and#4 4 Set new dispensers on existing mounts 5 Install dispensers using exisiting concuit and wire,allowances for minor modifcations included 6 Install dispenser fuel piping using existing pipe and fittings,allowances for minor modifications included 7 Reinstall pre-existing hoses,nozzles,and breakaways 8 Startup,purge,test,and calibrate each new dispenser 9 Perform ST-38 Vapor Decay and Bade Pressure(if required)Testing in compliance with terms of the permit 10 11 12 13 14 15 16 17 18 19 Installation Materials and Resale Equipment(Taxable) 20 2 Misc plumbing and electrical materials,flex connector,terminations 21 2 Wayne Reliant S1 Dispenser 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 Notes and Exclusions: Out Labor 37 Permit acquisition and cost per Usual and Customary,excludes Plans/Drawings General Labor $4 020 38 Permit conditions once approved may change scope and pricing Electrical Labor $4 860 39 Includes Prevailing Wage Technician Labor $2,700 40 Excludes underground conduits and wiring-Note,all work should be completed Admin/Permits $3,500 41 above ground. Equipment Rentals $179 42 Installation Materials $360 43 Resale Equipmentl $8,109 44 Non-Tax ST $15,259 45 Taxable ST $8,469 46 Tax $699 47 Est.Fre' ht $150 48 Total $24576 Payment terms Deposit of$9,500.00 or Purchase Order prior to equipment order,balance due NET 10. Lien notices will be filled for jobs over$5,000.00. Lien releases will be issued only upon final payment.Quotation includes estimated Sales tax.Sales tax for applicable items will be added to the final invoice. CA License 485184 1 of 3 DATE: 02/15/15 QUOTE# 201SWEH1515 THIS QUOTE VALID FOR 60 DAYS FROM DATE OF QUOTATION. ,. 1. QUOTATION TERMS&CONDITIONS Service Station Systems,Inc.("SSS')is not responsible for recipient's("Cust(meP)loss of revenue,income or profits under any circumstance. Estimated down times,if given in this quote,are only an estimate based on industry standards and/or experience. 2. SSS shall not be liable to the customer of this Quotation for any loss,damage,or delays occasioned by fire,strikes,or material stolen after delivery upon premises,lockouts,acts of God,or the public enemy,accidents,boycotts,weather,floods,freight embargoes,causes incident to national emergencies,war,or any other causes beyond the control of SSS. 3. Prices used in the Quotation are based upon present prices,work performed during normal business hours and upon the condition that the Quotation will be accepted within 60 days. Premium rateswill apply to all work done outside of normal business hours regardless of cause. Any typographical errors are subject to correction without penalty to SSS. Any terms inconsistent with those stated herein,and any additional terms,which may be part of Customer's purchase order or any other documentation provided by Customer,are hereby ackncrvvledged by Customer to be rejected by SSS in their entirety and will not be binding on SSS in any manner. 4. Upon acceptance by the Customer,this Quotation and its related plan and/or specifications agreed to between SSS and the Customer and signed by both parties,shall constitute the entire agreement and description of work to be performed("Contract);neither SSS nor Customer will be bawd by any oral representations or other statemems of any kind made by any person. The project will be constructed according to plana and specifications'which have been examined by the Customer and which have been or will be signed by both SSS and Customer.Except as expressly provided in 7 below,any work not expressly described in the Quotation,including any dewatering and any related disposal work,is excluded,and no other project work shall be performed without prior written authorization of both SSS and Customer as may be provided on a SSS's change order form describing the agreed terms including the price for such additional work. 5. The Contract price is based on the following mutual assumptions:(i)that the project site and adjoining land are not filled ground or hardpan and the bearing capacity of the ground exceeds 1,000 pounds per square foot and is stable,and contains no rock formations or boulders;(ii)that there are no septic tanks, pipe lines,conduits,electric lines,sprinkler lines or any other obstructions other than those indicated on the plans;(iii)that no underground or surface water conditions will interfere with the work;and(iv)that no surcharge engineering will be required. If any of the site conditions should vary fiaom the above-assumptions requiring additional work or materials to complete the work under the Contract,or should the Customer order additional work,SSS shall be paid for same as agreed upon in the subject change order. 6. The Contract price does not include costs and disbursements required for obtaining permits or licenses or any other authorization required by governmental agencies or any other public(or quasi-public)authorities,unless specifically included The Customer will pay assessments and charges required by governmental agencies or any other public(or quasi-public)authorities,and any utilities,for financing or repaying the cost of sewers,storm drains,water service,and other utilities,including sewer and storm drain reimbursement charges,revolving fund charges and the like.All permits and plan preparation will be performed at SSS's current time and material rates and cost markups. Prices quoted for plans and permits are estimates only. 7. The Customer agrees that SSS may make any changes in plans or construction which may be required to conform to existing or future building codes,zoning ordinances,or other requirements of inspecting public or quasi-public authorities or governmental agencies,or utility companies. Additional work required to conform to such codes,ordinances,or requirements shall be paid for by the Customer in addition to the contract price at SSS's rate indicated on an agreed upon change order. 8. SSS will only be responsible for damage to underground services(septic tanks,pipe lines,conduits,electric lines,sprinkler lines,etc.)when they have been properly and accurately indicated and marked on the plans prior to beginning excavation. 9. The liability of SSS for defects or malfunctions of materials and equipment installed is limited to the warranties and guarantees of the manufacturers and/or suppliers of said materials and/or equipment. ALL OTHER WARRANTIES AND GUARANTEES,WHETHER EXPRESS,IMPLIED OR STATUTORY,ARE HEREBY DISCLAIMED,INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 10. SSS will not be held liable for delays outside of SSS's control.Customer will be liable for hours in excess of estimates which will be performed at SSS's current time and material rates and cost mark-ups. 11. In the event of cancellation by Customer of this Contract,Customer agrees to reimburse SSS for all incidental expenses incurred by SSS to enter into this Contract,including SSS's expenses to prepare the Quotation plus mark up as shown in#24 below. 12. This entire Contract or any portion of the work to be done hereunder may be assigned or subcontracted by SSS at SSS's discretion 13. Contract-payments shall be due and payable as provided in the Quotation. Payment of any additional work is due upon presentment of SSS's invoice.In the event any payment is not made as specified,SSS may at its option declare the entire balance owing immediately due and payable in full,and may stop work until full payment is made. Customer agrees to pay a service charge of 1'/2%per month on all overdue amounts until paid In the event any portion or all of an account remains unpaid 90 days after billing,Customer shall pay all costs of collection,including reasonable attorney's fees. 14. Any controversy or claim arising out,ofornJating to this Contract,or a breach thereof;shall first be submitted to non-binding mediation. Customer and SSS agree to include a similar mediation agreement with all contractors,subcontractors,sub-consultants,suppliers and fabricators,thereby providing for mediation as the primary method for dispute resolution between all parties. If any such claims or disputes are not settled within a reasonable time after any party first request mediation,but on no event exceeding 60 days from such request,the same shall be submitted to Small Claims Court if within its jurisdiction. If the amount in dispute exceeds its jurisdiction,the matter shall be settled in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association and judgment upon the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing,SSS is expressly permitted to file a contractor's or mechanic's lien and initiate any legal action for enforcement of any such lien. The court or arbitrator may award a reasonable attorney fee and/or costs of collection to the prevailing party. All proceedings commence under this paragraph 14,including any mediation or arbitration shall be conducted in Santa Clara County,and any and all Small Claims Court actions shall be filed in Santa Clara County. CA License 485184 2 of 3 15. In recognition of the relative risks,rewards and benefits of the project to both Customer and SSS,the risks have been allocated such that Customer agrees that,to the fullest extent permitted by law,SSS's total liability to Customer for any and all injuries,claims,losses,expenses,damages or claim arising out of this Contract from any cause or causes,shall not exceed the labor charge amount paid by Customer to SSS under this Contract.Such causes include,but are not limited to,negligence,errors,omissions,strict liability,and breach of contract or breach of warranty. 16. Customer shall,to the fullest extent permitted by law,indemnify and hold harmless SSS,its officers,directors,employees,agents and any other representatives from and against all damage,liability and cost,including reasonable attorney's fees and defense costs arising out of or in any way connected with the performance by any of the partes named above of the services under this Contract,excepting only those damages,liabilities or costs attributable solely to the gross negligence or willful misconduct of SSS. 17. If the proposed scope of work under this Contract is pending approval from any local or state governmental or regulatory agencies,the State of California,and/or the Federal EPA,including but not limited to the City and/or County Fire,Building,Electrical,Plumbing,or Environmental Health Departments and any local AQMD,and any changes or additional requirements as may be ordered by any such regulatory or public entity will be mutually agreed upon by Customer and SSS as part of a change order. 18. SSS guarantees the quality of the workmanship for a period of one year from the date of completion of its work.This warranty is limited to workmanship only and does not include any labor,parts,testing,trouble shooting,or replacement of any manufacturer's defective or failed equipment. Any warranties for new equipment and parts are solely between the buyer/owner of the equipment and the manufacture of the equipment. Any request made by Customer,his/her employees or agents,for SSS to repair or replace any piece of equipment for any reason is the sole responsibility of the owner of the equipment and will be billed to Customer at SSS's current time and materials("T&M"),equipment rates and mark-ups. It is the sole responsibility of the equipment buyer/owner of the equipment to understand the terns and conditions of any and all warranties for equipment. Customer acknowledges and agrees that most manufacturer warranties do not include any labor charges. 19. The compatibility of any equipment and parts are the sole responsibility of Customer.Any replacement,repair,modification,trouble shooting,or additional components required to make any system compatible,whether new,used or existing equipment or parts,will be billed to Customer at SSS's current T&M rates plus materials and mark-ups. This includes,but is not limited to,payment network compatibility,electrical and plumbing requirements,code compliance, software and programming,satellites or any piece of equipment or part not provided by SSS in the Quotation or under a change order.Additional charges will be assessed for delays including but not limited to software malfunction,network connectivity or back-office issues. PLU and other advanced option programming are excluded.It is the dealer's responsibility to verify all programming/pricing is accurate prior to technician leaving site. 20. It is the responsibility of Customer,at the time a request for a quotation is made,to disclose all requirements for insurance,endorsements, certifications,prevailing wages,reporting,or any conditions required by Customer for the performance of the proposed work in compliance with applicable laws. SSS may request copies of permits to operate,plans,testing results,and site information at any time during the performance of the proposed work.Failure to disclose this information may result in additional charges.Failure to disclose site conditions that directly affect the performance of the work outlined in the Quotation may result in additional charges. 21. Quotations for testing do not guarantee a passing test result.SSS will make all reasonable attempts to achieve a passing test at the time the test is performed. This does not include the repair or replacement of any parts or equipment.Failed tests are the sole responsibility of Customer,and repairs made during testing will be billed at SSS's current T&M rates as shown in section#24 below. Full payment of the cost of the testing,whether passed or failed,is Customer's sole responsibility and all balances for testing work are due at the time of invoice. NOTE: Test results will not be released or filed with regulators,and no further work will be performed by SSS,until charges are paid in full. 22. All Contract payments will be COD unless provided otherwise by existing credit terms agreed to by SSS. Customer will pay any deposit required as indicated in the Quotation with the balance due upon completion of the work(or in installments or progress payments as described in the Quotation). Lien notices may be filed by SSS for any Contract work.Lien releases will be issued only upon final payment.Quotation may or may not include sales,use or similar local taxes. All applicable sales,use and any other local tax will be added to SSS invoices. 23. The Quotation will become a contract between the Customer and SSS at the time it is accepted by Customer. To accept the Quotation and enter into a binding contract for the work specified therein,Customer must sign below. No work will begin until the signed Quotation is received by SSS.Cancellation of the Contract may result in charges to Customer for non returnable equipment,parts restocking,permit and planning work and the like. A portion or all of Customers deposit may be retained for payment of the foregoing charges. 24. For all items referring to T&M pricing above,the Rate Sheet attached to Schedule C of the Maintenance and Repair Agreement between SSS and Customer will apply.In the event that no such agreement is in place,the following rates apply: Labor: $135.00 per hour(Premium Rates at 1.5x and 2.0 x as applicable) Travel: $135.00 per hour(Premium Rates at 1.5x and 2.0 x as applicable) Mileage: $0.95 per mile Parts: List Price Subcontract:Cost+20% Equipment Rental:Market Rate TO ACCEPT THE QUOTATION TO WHICH THESE TERMS AND CONDITIONS ARE ATTACHED,PLEASE DATE AND SIGN WHERE INDICATED BELOW: Owner or Authorized Representative: (Print Name) Signature: Quote#2015WEH1515 Dated 02/15/15 Title: Date: ,20_ CA License 485184 3 of 3 SERVI10 OP ID: BT CERTIFICATE OF LIABILITY INSURANCE DATE(o2r251155r15 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 1AINIAPRODUCER 817-640-503 NAME: Mark&Colleen Able Monroe & Monroe Insurance 817-640-0131 PHONE Ext): FAX No Agency, Ltd. 2921 Galleria Dr., Suite 102 ADDRESS: Arlington, TX 76011 Chris Monroe,CIC INSURER(S) AFFORDING COVERAGE NAIC i INSURERA:Great American Ins COs. 16691 INSURED Service Station Systems, Inc INSURERB:The Hanover Insurance Group 22292 680 Quinn Ave. San Jose,CA 95112 INSURERC: INSURER D: INSURER E: M1 1RrR F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR EFF POLICY EXP TYPE OF INSURANCE POLICY NUMBER LI CY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 A X COMMERCIAL GENERAL LIABILITY 02GL916572 11115114 11/15/15 PREMISES Ea occurrence $ 100,00 CLAIMS-MADE Q OCCUR MED EXP(Any one person) $ X Pollution Liab PERSONAL&ADV INJURY $ 1,000,00 X Professional Liab GENERAL AGGREGATE $ 3,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,00 1-1 POLICY f X PR0. LOC $ AUTOMOBILE LIABILITY Ea accident $ 1,000,00 B X ANY AUTO AZD936577403 11115114 11/15/15 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,00 A EXCESS LIAB CLAIMS-MADE 02XS188762 11/15/14 11/15/15 AGGREGATE $ 5,000,00 DED I X I RETENTION 10,000 WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY YIN T RY IM T1 FIR ANY PROPRIETORIPARTNER/EXECUTIVEE.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? ❑ N f A (Mandatory in NH) "EDI'IEASE EASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below -POLICY LIMIT $ A Installation 021M58221 11/15114 11/15/15 Max Limit 250,00 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) he General Liability and Auto Liability policy includes a blanket dditional insured and waiver of subrogation endorsement that provides additional insured and waiver of subrogation status to City of Cupertino, Its city council, boards and commissions,officers emplo ees only when there is a written"insured contract"between the**SEE NOTES*" TS HOLDER CANCELLATION CUPERTI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City P ACCORDANCE WITH THE POLICY PROVISIONS. Brad Alexander 10555 Mary Ave AUTHORIZED REPRESENTATIVE Cupertino,CA 95014 O 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD NOTEPAD. HOLDER CODE CUPERTI SERVI10 PAGE 2 INSURED'S NAME Service Station Systems, Inc OP ID: BT DATE 02125!15 named insured and the certificate holder that requires such status. The General Liability policy.contains a special endorsement with "primary and noncontributory"wording.