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13-156 S&M Engineering, Installation of New Curb Drain Inlet and Associated Work Referred to in Exhibit A AGREEMENT BETWEEN THE CITY OF CUPERTINO AND S & M Engineering For the installation of a new curb drain inlet and associated work referred to in proposal No. 2330, hereby referred to as Exhiibit"A" in CUPERTINO,CA. J� q-?f THIS AGREEMENT, for reference dated August 7, 2013 is by and between CITY OF CUPERTWO, a municipal corporation (hereinafter referred to as "City"), and S & M Engineering a California corporation whose address is 1645 Almaden Rd. San Jose, CA 95125 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 the installation of a new curb drain inlet and associated work as referenced in Proposal # 2330 across from 1177 Candlelight Way. 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 BEPERFONMED: 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 May 9, 2013 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 (IRCA): 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 indemnity 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 harness 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 indenmity 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 indenutification, 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) Liability: 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 limiter. 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 riot 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'FRANSFERS: 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 lS/ assignee,sub lessee,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. Wriven 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 (505/6) 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. PERIVIITS 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 o1'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 hi such form as City may require, fumish reports concerning the status of services required under this Agreement. 16. RECORDS: 5 / e'12-3 ---------- -- uire no right or interest by reason of such for assignee, sub lessee,hypothecate or transferee shall acq °C other financial for ted assignment, hypothecation or transfer. tHo°a bank, trusts company Or t racial attemp Agreement may be assigned from City under this.Ag' institution without pror written consent. ulritt n notice of such assignment shat promptly furnished to City by Contractor. of the issued and outstanding eneral partner or joint venturer or syndicate The sale, assignment, transfer or other disposition of any artnerany or joint venture or syndicate or cotenancy; capital stock of Contractor, or of the interest of any b member or cotenant, if Contractor is a p power of the ercent. (50%) or more of the voting which shall result in changing tile control of Contractor, shall be construed as an assignment o this Agreement. Control means fifty p corporation. 13 SUBCONTRACTOR APPROVAL: and subcontractors is obtained, only those people Agreement. Unless prior written consent Irom City performance of this writing, describing the scope whose names.are listed it Contractor's bid shall ha used in the p nest shall set Requests foradditional shalt be ed subcontractor-aco - re preparing estimated costs be issued in the form of a of work to be subcontracted and the nam ,of the proposed subcontractor. Suc request forth the total price or hourly rates used in patpthe option of City, services. Approval of the subcontractor may> be Work Order. lovs subcontractors, such subcontractors stoaoarry In the event that Contractor emp required to famish proof of workers' compensation'insurance and shall also be required work or services subcontracted hereunder shall be subject to each general and automobile liability insurance in reasonable conformity to the insurance carried y Contractor. In addition, any provision of this Agreement. 1 PERMITS AND LICENSES: '(r Contractor, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate:permits, certificate licenses,�f services lhrreunder. Business License that may be required in connection with the performance 15. it O�S' draft, work product, map, record and other document reproduced, Each and every report, by Contractor pursuant to or in connection with this prepared or caused to he prepared of Git ,Consultant may retain a copy of any report Agreement shall be the. exclusive propey } furnished to the City pursuant to this Agreement-given to or prepared or assembled by Contractor No report, information nor other data g individual or organization by pursuant to this Agreement shall be made available to any Contractor without prior approval by City, uire, furnish reports Contractor shall, at such time and in such form. as City may req concerning tile status of services required order 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: Chris Mertens All notices, demands, requests,or approvals from City to Contractor shall be addressed to Contractor at: 1645 Almaden Rd. San Jose, CA 95125 Attn: 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 workday. 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 tine 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 party 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 taus, state or federal and all ordinances, rules and regulations enacted or issued by City. 7 21. CONFLICT OF LAW: This Agreement shall be interpreted wider, 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 succcssorsof those,authorities.) Any suits brought pursuant to this Agreement shall be tiled 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, 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 repoded relative to the performance of the work wider 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 8:00 a.m. to 4:30 p.m. unless prior written approval has.been secured from City to do otherwise. 27. REQUIREMENT TO PAY PREVAILING WAGES 8 Consistent with the City's policy to pay prevailing wage rates, Contractor shall in Labor comply with the City's Labor Compliance Program and all other requirements s t ortiem wages Code.section 1770 et seq. The City shall require payment of the general-rate or the general rate of per diem wages for holiday and overtime work. Contractor will submit payroll records to the City for all employees and subcontractors (monthly or biweekly) certified 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 othe»vise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 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.: lJU7J�0 1 l Q TRACTOR CITY OF CUPERTINO G & M Engineering A Municipal Corporation �U/rJ�Ue/L By T tle TO O. , S Date A ///3 Date tc- i 9 1�? RECOMME FO APPROVAL: Bl, 1 Title,it= " ��; e� APPROVED AS TO FORM: B,v 6'k City Attorney ATTEST: City Clerk Contract Amount: $ 22,400.00 l Account No.: 110-8401-7014 �/l 10 Exhibit OR ..AM ENGINEERING PROPOSAL No. 2330 1645 Almaden Rd. San Jose, CA 95125 * Tel (408) 279-8340 * Fax (408) 287-2844 License#902278 General A Proposal submitted to: City of Cupertino Date Submitted: 05/09/13 Description: Storm Drain Repair Phone Number: 408-253-7071 Job Name: Street: 1055 Mary Ave. Job Location: SWST 1036. 1177 Candlelight Way. City, State, ZIP : Cupertino, Ca. 95014 Work Phone: 408-777-3344 Fax Number: 408-777-3399 Cell Phone: 408-510-1200 E-Mail: chrism @cupertino.org I Contact: Chris Mertens We hereby submit specifications and estimates for storm drain repair. Scope of work to include: 1. USA jobsite before start of work. 2. Set up traffic control as needed. 3. Saw cut concrete and asphalt as deeded. 4. Remove 23' of curb and gutter. 5. Remove 10'x30' section of roadway. 6. Remove 1' of soil below asphalt and concrete. 7. Install base rock to new sub grade. 8. Install new curb inlet. 9. Replace concrete as needed. 10. Replace asphalt as needed. 11. -Clean-up work area and remove all debris from site from above scope of work. Exclusions: 1. All engineering, soil testing and surveying. 2. All permits, drawings or related fees. 3. Repair of any unmarked lines, including; PG&E, water, cable, telephone, fiber optic, irrigation, etc. 4. Any and all required bonds or posting of certificates of deposits required. 5. Any overtime, weekend and emergency work. 6. Any changes or deviations from this proposal will be executed only on written order and will become an extra charge over the cost of this proposal. 7. Any unknown or unforeseen circumstances. 1 1 P a g e S&M Engineering Initial txr Bull r% AM ENGINEERING PROPOSAL. No. 2330 1645 Almaden Rd. an Jose, CA 95125 * Tel (408) 279-8340 * Fax (408) 287-2844 License#902278 General A We Propose to hereby furnish material and labor- in accordance with above specifications For the sum of: Twenty Two Thousand & Four Hundred Dollars ($22,400.00) Progress Payments 1. $1,000.00 Deposit Payment to be made as follows: .. 25% upon Start of project. 3. 25% upon rough inspection. 4. Balance upon completion of scope of work. S&M Engineering, Inc Note: Proposal may be withdrawn if not accepted within 30 days. The person signing below represents that he or she Is authorized by the Owner to accept this proposal on behalf of the Owner listed above,and further represents that he or she has read, understood and agreed to the terms and conditions set forth on the last page of this Proposal. STATE LAW REQUIRES ANYONE WHO CONTRACTS TO DO CONSTRUCTION WORK TO BE LICENSED BY THE CONTRACTORS'STATE LICENSE BOARD IN THE LICENSE CATEGORY IN WHICH THE CONTRACTOR IS GOING TO BE WORKING-IF THE TOTAL PRICE OF THE JOB IS 5500 OR MORE(INCLUDING LABOR AND MATERIALS). LICENSED CONTRACTORS ARE REGULATED BY LAWS DESIGNED TO PROTECT THE PUBLIC. IF YOU CONTRACT WITH SOMEONE WHO DOES NOT HAVE A LICENSE, THE CONTRACTORS' STATE LICENSE BOARD MAYBE UNABLE TO ASSIST YOU WITH A COMPLAINT. YOUR ONLY REMEDY AGAINST AN UNLICENSED CONTRACTOR MAY BE IN CIVIL.COURT,AND YOU MAY BE LIABLE FOR DAMAGES ARISING OUT OF ANY INJURIES TO THE CONTRACTOR OR HIS EMPLOYEES. YOU MAY CONTACT THE CONTRACTORS' STATE LICENSE BOARD TO FIND OUT IF THIS CONTRACTOR HAS A VALID LICENSE. THE BOARD HAS COMPLETE INFORMATION ON THE HISTORY OF LICENSED CONTRACTORS, INCLUDING ANY POSSIBLE SUSPENSIONS, REVOCATIONS, JUDGMENTS, AND CITATIONS. THE BOARD HAS OFFICES THROUGHOUT CALIFORNIA. PLEASE CHECK THE GOVERNMENT PAGES OF THE WHITE PAGES FOR THE OFFICE NEAREST YOU OR CALL 1-800-321-CSLB FOR MORE INFORMATION. The services to be provided by S&M Engineering, Inc., DO I40T include any engineering work, and the customer is responsible for providing all engineering determinations. Acceptance of Proposal -The above prices, specifications and conditions are satisfactory and are hereby accepted. S&M Engineering is authorized to do the work as specified. Payment will be made as outlined above. Date of Acceptance: Signature: Company: 2 1 P a g e S&M Engineering Initial Exhibit "A" 1M ENGINEERING Nq7 o'000e PROPOS AL No. 2330 1645 Almaden Rd. San Jose, CA 95125 * Tel (408) 279.8340 * Fax (408) 287-2844 License#902278 General A Conditions of Proposal 1. Allowing S&M Engineering,Inc.("S&M")to commence wok or preparation for work constitutes acceptance by you of this Proposal and all its terms and conditions. Quotations herein,unless otherwise stated,are for immediate acceptance and are subject to change. 2. S&M shall be paid monthly progress payments,or as outlined in this proposal,if progress payments are provided in this proposal,on or before the I&day of each month for the value of the work completed plus the value of materials and equipment suitably stored less the aggregate of previous;payments made to S&M. Final payment shall be made within 30 days of substantial completion of the work described in this proposal. Payment for goods is due on delivery of the goods to the project site. 3. Back charges shall not be considered valid unless contained in a writing signed by S&M before the work is executed. 4. All sums not paid when due shall bear interest at.the,rate of 1%%per month from the due date until paid or the maximum legal rate permitted,whichever is less;all costs of collection,including the actual attorneys fees and costs Incurred by S&M, the actual expert fees incurred by S&M and costs as defined by the California Code of Civil Procedure shall be paid by Owner or its representatives. 5. If Owner or its representative fail to make a payment to S&AA as provided herein.S&M may stop work without prejudice to any other remedy it may have. 6. Owner or its representative Is to prepare all work areas to s,xmpt the work..of S&M under the contract. S&M will not be called upon to start work until sufficient areas are ready to insure tnat S&M may continue to work until completed. 7. After acceptance of this Proposal,S&M shall be given a reasonable time in which to make delivery of materials,equipment and labor and to complete its work under this Proposal. SSM shall not be liable for delays or defaults where occasioned by any causes of any kind and extent beyond its control,including but not limited to delays caused by the owner,general contractor,architect and/or engineers,armed congid,ads of terrorism or economic dislocation resulting therefrom, embargos,shortages of labor,equipment or materials,production facilities delays or transportation delays,labor difficulties, civil disorder of any kind,the actions of civil or military authorities,vendor priorities and allocations,fires,floods,accidents and acts of God. 8. All workmanship is guaranteed against defects in workmanship for a period of one year from the date of installation. This warranty is in lieu of all other warranties,express or impliec,including any warranties of merchantability or fitness for a particular purpose. S&M will not be responsible for special,incidental or consequential damages and shall not be responsible for damage to Its work occasioned by other parties. Any repair work necessitated by damage caused by others directed by the Owner or its representatives to be performed will be considered extra work. S&M's responsibility for damage or loss in transit ceases upon delivery in good condition to a public carrier. 9. Work called for herein is to be performed during S&M's regular working hours. Overtime rates will be charged for all work performed outside such hours as an extra cost to Owner or its representative. 10. All materials shall be furnished in accordance with the respective industry tolerances for variation in color,thickness,and size,finish,texture and performance standards. 11. Notwithstanding any provision contained in this Proposal or the contract documents between Owner and General Contractor, S&M may file a mechanic's lien,stop notice,payment bond claim or other claim on its own behalf in the event that any payment due toS&M is not made as and when provided for in the terms of this Proposal. 12. The subcontract form used between S&M and Owner's General Contractor will be the A401 subcontract,then current,as published by the American Arbitration Association. Where there is a conflict between the terms of that subcontract form and this Proposal,or when the contract documents between Owner and Its General Contractor conflict with the terms of this Proposal,then this Proposal shall govern. 13. Owner or its representative shall furnish all temporary site facilities,including suitable covered storage facilities and hoisting as required at no cost to S&M. 14. Owner and its representative,including its General Contractor,shall make no demand for liquidated or delay damages in any sum which may exceed any such sum specifically provided for in this Proposal,and no liquidated damages may be assessed against S&M for delays or causes attributable to other contractors or arising outside the scope of this Proposal. 15. Owner or its representative,including Owners General Contractor,shall purchase and maintain property insurance upon the full value of the entire work and/or materials to be supplied which shall include the interest of S&M. Owner or its representative,including Owners General Contractor shall furnish to S&M evidence that it has named S&M as an additional insured on said policy of Insurance in an amount of no less than$1 million. 3 1 P a g e S&M Engineering Initial S&MEN-1 OP ID: SL A�fRO- CERTIFICATE OF LIABILITY INSURANCE °A 09112/13 " 09j12H 3 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: N the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WANED, 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 endorseme t s. PRODUCER BOO=989-871 2 NAME: Bozzuto & Associates Insurance 408429-846 a°NO a :c No 34 S.Second St Campbell, CA 95008 no RES : Linda Ellis FIGURERS AFFORDING COVERAGE NAIC 0 INSURERA:Ironshore Specialty Ins Co 25445 INSURED S&M Engineering, Inc. INSURERS:West-American Insurance Co 44393 1645 Almaden Road INSURER C:National Union Fire Ins Co PA 19445 San Jose,CA 95125 INSURERD:State COMP Ins Fund of CA 35076 IN9URERE: COVERAGES CERTIFICATE NUMBER: REVISION UMBER: 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. TYPE OF INSURANCE LIMBS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 A X COMMERCIAL GENERAL LIABILITY X X GS0052100 08/31/13 08/31/14 PREMISES Ea occurrence $ 50,00 CLAIMS O OCCUR MED EXP(Any one Demon) $ 5,00 PERSONAL&ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,00 POLICY X PRPLOC $FrT AUTOMOBILE LIABILITY Ea accltlaM S 1,000,00 B ANY AUTO X X BAW55713366 08/31113 08131/14 BODILY INJURY(PUr Demo,) $ ALL OWNED SCHEDULED SOUL Y IN, PY(Per ACUdem) $ AUTOS X AIAUTOS NONOWNED P OPERTYDAMAGE $ X HIRED AUTOS X AUTOS Por accident UMBRELLA LAS X OCCUR EACH OCCURRENCE $ 5,000,00 C X EXCESS LIAR CLAIMS.MADE BE016491031 08131113 08131114 AGGREGATE $ 5,000,00 RETENTION WORKERS COMPENSATION X I W y A O 1-Mrs AND EMPLOYERS'LIABILITY EP D ANY PROPRIETORIPARTNERIEIECUTIVE Y❑ NIA 90168092013 07101113 07/01/14 E.L.EACH AF DE $ 1,000,00 OFFICERm1EMSER EXCLUDED'! (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE S 1,000,00 II y s,dmscribe untlo, DESCRIPTION OF OPERATIONS balm E.L.DISEASE-POLICY LIMIT $ 1,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Aaach ACORD 101,Additional Remare.Schedule,F more apace la required) McClellan Ave; The City of Cupertino, & its directors, officers, gineers, agents & employees & all public agencies from whom permits will e obtained & their directors, officers engineers agents & employees are ereby declared to be additional insureds under the terms of this policy per e attached endorsement. GL & Auto waiver of subrogation applies. 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. Public Works Department 10300 Torre Ave AUTHORIZED REPRESENTATIVE Cupertino,CA 95014 ®1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: AGS0052100 COMMERCIAL GENERAL LIABILITY CG 2010 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization s : Locations Of Covered Operations As required by written contract. If required by your agreement with such Additional Insured, this insurance shall ae primary .insurance and non-contributory for that Additional Insured. If anyone, other than the Additional Insured, provides similar insurance for the Additional Insured, then this insurance will apply as outlined in SECTION:IV-COMMERCIAL, GENERAI. LIABILITY CONDITIONS, paragraph 4, Other Insurance, subparagraph c., Method of Sharing. The inclusion of one or more Insureds) under the terms of this endorsement does not increase our limits of liability. Information required to complete this Schedule, if not shown above will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury' .'property damage"occurring after: caused, in whole or in part, by: 1. Your acts or omissions;or 1. All work, including materials, parts equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf, maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed, or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as-a part of the same project. CG 2010 07 04 ®ISO Properties, Inc., 2004 Page 1 of 1 ❑ POLICY NUMBER: AGS0052100 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations Blanket as required by written contract and Blanket as required by contract. effective during the policy period as stated on the Primary Insurance: It is agreed that such insurance policy declarations. as Is afforded by this policy for the benefit of the additional Insured shown shall be primary Insurance, and any other insurance maintained by the additional insured(s)shall be excess and non contributory as respects any claim, loss or liability allegedly arising out of the operations of the named insured, provided however that this insurance will not apply to any claim, loss or liability determined to arise or result from the additional insured's sole negligence or willful misconduct. The insurance afforded by this policy for the benefit of the additional Insured does not apply to 'property damage'to any building, structure or appurtenant structure intended to be occupied as a'private residence'. The term"private residence" Includes single family homes or residences, multi-family homes or residences, condominiums, townhomes. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by 'your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". CG 2037 07 04 ®ISO Properties, Inc., 2004 Page 1 of 1 13 POLICY NUMBER: AG50052100 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF= RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Information required to complete the Schedule, if not shown above, will be shown in the Declarations. The following is-added to Paragraph 8.Transfer Of Rights Of Recovery Against Others To Us of Section N—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage'ansing out of your ongoing operations or"your work"done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 ®Insurance Services Office, Inc., 2008 Page 1 of 1 ❑ Policy Number: COMMERCIAL AUTO BAW (14) 55 71 33 66 CA 88 10 01 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGEINDEX SUBJECT PROVISION NUMBER ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED 1 BODILY INJURY REDEFINED 22 EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 23 EXTRA EXPENSE- BROADENED COVERAGE 10 GLASS REPAIR- WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN / LEASE GAP 14 PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE a RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS; 18 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 20 SECTION II-LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED SECTION II - LIABILITY COVERAGE, paragraph A.I. - WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision doers not apply to a policy written to apply specifically in excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1) If there is similar insurance or'a self-insured retention plan available to that organization; 0 2013Liberly Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, paragraph, A.1. - WHO IS AN INSURED is amended to include the following as an insured: I. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorse- -_ ment is excess over any other insurance available to any "employee". o g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract e or agreement in that "employee's" name; with your permission, while performing duties re- lated to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". F ® 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT m SECTION II - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include othe following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered a .auto", provided that you and such person or organization have agreed in a written contract, ® agreement, or permit issued to you by governmental or public authority, to add such person, or e organization, or governmental or public Euthority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes „ place after you executed the written contract or agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION 11 - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, para- graphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including actual loss of earn- ings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II - LIABILITY, exclusion 6.5. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION III-PHYSICAL DAMAGE COVERAGE is am,anded as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage tvverages provided are extended to "autos": a. You hire, rent or borrow; or ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's' name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for 'loss" in any one "accident' or 'loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the 'loss'; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto' if it results from an "accident', you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto' that is hired, rented or borrowed with a driver; or (2) Any "auto' that is hired, rented or borrowed from your "employee". For the purposes of this provision, SECTION V-DEFINITIONS is amended by adding the following: "Total loss" means a 'loss' in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE,paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, 'light truck" or "medium truck" is dis- abled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For 'light trucks', we will pay up to $50 per disablement. "Light trucks' are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks' , we will pay up to $150 per disablement. "Medium trucks' are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However,, the labor must be performed at the place of disablement. e 8. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a., Coverage Extension of SECTION III - PHYSICAL DAMAGE COVERAGE, is amend- ed to provide a limit of $50 per day and a maximum limit of $1,500 ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III - PHYSICAL DAMAGE COVERAGE,A. COVERAGE,is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto' for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto" b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". tq F ® d. This coverage does not apply unless you have a business necessity that other "autos" avail- able for your use and operation cannot fill. e. If "loss" results from the total theft of-a covered "auto" of the private passenger type, we will e pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. a I� f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE- BROADENED COVERAGE Under SECTION III -PHYSICAL DAMAGE COVERAGE,A. COVERAGE,we will pay for the expense of returning a stolen covered "auto" to you. Thn maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V-DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the follow- ing: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other cov- erage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclu- sions 4.c, and 4.d. is deleted and replaced with the following: ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's' electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto"; or If the 'loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a$100 deductible. 14. LOAN / LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a 'total loss' to a covered "auto owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto' is subject at the time of the 'loss' less She amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the 'loss', b. Financial penalties imposed under a lease due to high mileage, excessive use or ab- normal wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a"Balloon Loan", If. The dollar amount of any unrepaired damage which occurred prior to the 'total loss' of a covered "auto", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto", I. Any amount representing taxes, J. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the 'loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". Thi:1 adjustment is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto' that incurred the loss serves as collateral, or lease written on the covered "auto' that incurred the loss. C. SECTION V-DEFINTIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a 'loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insuiance Services Office,Inc.,with its permission. Page 5-of 7 15. GLASS REPAIR-WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caus3d by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by o the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and n C. Unoccupied. F o - The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the o Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or a © organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION III PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS Is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS . SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Member, if you are a limited liability company: 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. m 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Ino.,with its permission. Page 6 of 7 To the extent possible, notice to us should include: (1) How, when and where the "accident" or"loss" took place; (2) The "insureds" name and address; and (3) The names and addresses of any injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST°OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery .Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is amended by the addition of the following: I. For "autos" hired 30 days,or less, the coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V -DEFINITIONS Is.amended as follows: 22. BODILY INJURY REDEFINED Under SECTION V-DEFINTIONS, definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by-a person, including mental anguish, mental injury, shock, fright or death resulting from any ofthese at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON ,POLICY CONDITIONS, paragraph A. - CANCELLATION condition applies except as fol- lows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least'60 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancella- tion. x ® .2013 Liberty Mutual insurance CA 88 10 01 13 Includes copyrighted material oflnsurance Services Office,Inc.,with its permission. Page 7 of 7