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AVI Systems Inc; 2024-12-12;
Conf. Rm 218 Neat Bar Install Page 1 City Attorney Approved 6/5/2024 CITY OF CARLSBAD MINOR PUBLIC WORKS CONTRACT CONFERENCE ROOM 218 NEAT BAR INSTALL This contract is made on the ______________ day of _________________________, 2024 (“Contract”), by the City of Carlsbad, California, a municipal corporation ("City") and AVI Systems, Inc, a North Dakota stock corporation whose principal place of business is 10070 Willow Creek Road, San Diego, CA ("Contractor"). City and Contractor agree as follows: DESCRIPTION OF WORK. Contractor shall perform all work specified in the Contract documents for the project described by these Contract Documents (hereinafter called "Project"). PROVISIONS OF LABOR AND MATERIALS. Contractor shall provide all labor, materials, tools, equipment, and personnel to perform the work specified by the Contract Documents unless excepted elsewhere in this Contract. CONTRACT DOCUMENTS. The Contract Documents consist of this Contract, exhibits to this Contract, Contractor's Proposal, the Plans and Specifications, the General Provisions, as contained in the Standard Specifications for Public Works Construction “Greenbook,” latest edition and including all errata; Part 1 General Provisions, addendum(s) to said Plans and Specifications, and all proper amendments and changes made thereto in accordance with this Contract or the Plans and Specifications, all of which are incorporated herein by this reference. When in conflict, this Contract will supersede terms and conditions in the Contractor’s proposal. LABOR. Contractor will employ only skilled workers and abide by all State laws and City of Carlsbad Ordinances governing labor. GUARANTEE. Contractor guarantees all labor and materials furnished and agrees to complete the Project in accordance with directions and subject to inspection approval and acceptance by Mike Lesh (City Project Manager). PAYMENT. Project payment shall not exceed $12,612. No other compensation will be allowed except for items covered by subsequent amendments (if any) to this Contract. The City shall withhold retention as required by Public Contract Code Section 9203. The Contractor will issue an invoice on a monthly basis for work completed during the preceding month. TIME OF PERFORMANCE. Contractor agrees to start within thirty (30) working days after receipt of Notice to Proceed. Contractor agrees to complete work within thirty (30) working days after receipt of Notice to Proceed. PREVAILING WAGE RATES. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, Conf. Rm 218 Neat Bar Install Page 2 City Attorney Approved 6/5/2024 cumulatively exceeding $1,000 and performed under this Contract constitute “public works” under California Labor Code Section 1720 et seq., and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Sections 1770, 1773 and 1773.1 of the California Labor Code. Consistent with the requirement of Section 1773.2 of the California Labor code, a current copy of applicable wage rates may be obtained via the internet at: www.dir.ca.gov/dlsr/. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Contract. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Labor Code Section 1776. DIR REGISTRATION. California Labor Code Section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Contract to be currently registered with the California Department of Industrial Relations (‘DIR’), as specified in Labor Code Section 1725.5. Labor Code Section 1771.1 provides that a contractor or subcontractor/subconsultant shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Labor Code section 1725.5. Prior to the performance of public work by any subcontractor or subconsultant under this Contract, Contractor must furnish the City with the subcontractor or subconsultant's current DIR registration number. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATION. Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. CALIFORNIA AIR RESOURCES BOARD (CARB) IN-USE OFF-ROAD DIESEL FUELED FLEETS REGULATION. Contractors are required to comply with the requirements of the In-Use Off-Road Diesel-Fueled Fleet regulations, including, without limitation, compliance with Title 13 of the California Code of Regulations section 2449 et seq. throughout the term of the Project. More information about the requirements and Contractor’s required certification is provided in Exhibit C. CONSTRUCTION MANAGEMENT SOFTWARE. Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non- productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification-subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore Conf. Rm 218 Neat Bar Install Page 3 City Attorney Approved 6/5/2024 support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents. FALSE CLAIMS. Contractor hereby agrees that any contract claim submitted to the City must be asserted as part of the contract process as set forth in this Contract and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference. Contractor hereby acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the contractor may be prevented from further bidding on public contracts for a period of up to five (5) years and that debarment by another jurisdiction is grounds for the City of Carlsbad to disqualify the Contractor or subcontractor from participating in contract bidding. Signature: ___________________________________ Print Name: ___________________________________ REQUIRED INSURANCE. The successful contractor shall provide to the City of Carlsbad, a Certification of Commercial General Liability and Property Damage Insurance and a Certificate of Workers’ Compensation Insurance indicating coverage in a form approved by the California Insurance Commission. The certificates shall indicate coverage during the period of the contract and must be furnished to the City prior to the start of work. The minimum limits of liability insurance are to be placed with California admitted insurers that have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. Commercial General Liability Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit Conf. Rm 218 Neat Bar Install Page 4 City Attorney Approved 6/5/2024 applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Property Damage Insurance. Insurance in an amount of not less than $2,000,000. Automobile Liability Insurance. Insurance in the amount of $2,000,000 combined single limit per accident for bodily injury and property damage. In addition, the auto policy must cover any vehicle used in the performance of the contract, used onsite or offsite, whether owned, non-owned or hired, and whether scheduled or non-scheduled. The automobile insurance certificate must state the coverage is for “any auto” and cannot be limited in any manner. Additional Insurance Terms. The above policies shall have non-cancellation clauses providing that 30 days written notice shall be given to the City prior to such cancellation. The policies shall name the City of Carlsbad as an additional insured. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. WORKERS’ COMPENSATION AND EMPLOYER’S LIABILITY. Workers’ Compensation limits as required by the California Labor Code. Workers’ Compensation will not be required if Contractor has no employees and provides, to City’s satisfaction, a declaration stating this. BUSINESS LICENSE. The Contractor and all subcontractors are required to have and maintain a valid City of Carlsbad Business License for the duration of the contract. ACCOUNTING RECORDS. Contractor will maintain complete and accurate records with respect to costs incurred under this Contract. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Contract. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Contract for a period of three (3) years from the date of final payment under this Contract. INDEMNITY. Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, loss, damage, injury and liability of every kind, nature and description, directly or indirectly arising from or in connection with the performance of the Contract or work; or from any failure or alleged failure of Contractor to comply with any applicable law, rules or regulations including those related to safety and health; and from any and all claims, loss, damages, injury and liability, howsoever the same may be caused, resulting directly or indirectly from the nature of the work covered by the Contract, except for loss or damage caused by the sole or active negligence or willful misconduct of the City. The expenses of defense include all costs and expenses including attorneys’ fees for litigation, arbitration, or other dispute resolution method. THIRD PARTY RIGHTS. Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. JURISDICTION AND VENUE. This Agreement shall be interpreted in accordance with the laws of the State of California regardless of conflict of laws principles. The Contractor agrees and hereby stipulates that Conf. Rm 218 Neat Bar Install Page 5 City Attorney Approved 6/5/2024 the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Contract is San Diego County, California. CONTRACTOR’S INFORMATION. AVI Systems, Inc. 10070 Willow Creek Road (name of Contractor) 792548 (street address) San Diego, CA 92131-1623 (Contractor’s license number) C7-Low Voltage (city/state/zip) 858-653-4300 (license class. and exp. date) 1000036874 – 06/30/2025 (telephone no.) Jake.Cramer@avisystems.com (DIR registration number/exp. date) (e-mail address) SUCCESSORS AND ASSIGNS. It is mutually understood and agreed that this Contract will be binding upon City and Contractor and their respective successors. Neither this Contract nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City. AUTHORITY. The individuals executing this Contract and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Contract. Conf. Rm 218 Neat Bar Install Page 6 City Attorney Approved 6/5/2024 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California AVI Systems, Inc. a North Dakota Corporation By: By: (sign here) IT Director (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Senior Deputy City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Contract must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney Conf. Rm 218 Neat Bar Install Page 7 City Attorney Approved 6/5/2024 EXHIBIT A LISTING OF SUBCONTRACTORS BY GENERAL CONTRACTOR Set forth below is the full name and location of the place of business of each subcontractor whom the Contractor proposes to subcontract portions of the Project in excess of one-half of one percent of the total bid, and the portion of the Project which will be done by each subcontractor for each subcontract. NOTE: The Contractor understands that if it fails to specify a subcontractor for any portion of the Project to be performed under the contract in excess of one-half of one percent of the bid, the contractor shall be deemed to have agreed to perform such portion, and that the Contractor shall not be permitted to sublet or subcontract that portion of the work, except in cases of public emergency or necessity, and then only after a finding, reduced in writing as a public record of the Awarding Authority, setting forth the facts constituting the emergency or necessity in accordance with the provisions of the Subletting and Subcontracting Fair Practices Act (Section 4100 et seq. of the California Public Contract Code). If no subcontractors are to be employed on the project, enter the word "NONE." SUBCONTRACTORS Type of Work to be Subcontracted Business Name and Address DIR Registration No. & Expiration Date License No., Classification & Expiration Date % of Total Contract none Total % Subcontracted: _____0__________ The Contractor must perform no less than 50% of the work with its own forces. Conf. Rm 218 Neat Bar Install Page 8 City Attorney Approved 6/5/2024 EXHIBIT B Conference Room 218 Neat Bar Install A. SUMMARY: City of Carlsbad Conference Room 218 Neat Bar Install B. SYSTEM DESCRIPTION: *Grand total includes taxes, fees, expenses and all other costs. PRODUCTS AND SERVICES SUMMARY Equipment Integration PRO Support Shipping & Handling Tax Grand Total PRODUCTS AND SERVICES DETAIL PRODUCTS: Model # M!ll Description Equipment OFE OWNER Owner Furnished Display & Mount NEATBAR-SE NEAT Collaboration Bar designed for Zoom and Microsoft Teams. Up to two screens. Integrated camera, micro NEATPAD-SE NEAT Neat Pad -Controller or scheduling display. lndudes 1 year warrantyZoom: Room Controller or Schedu R9861622USB2 BARCO CX-50 GEN2 set, certified in line with North American wireless requirements & TAA compliant R9861613USB2 BARCO CX-30 GEN2 CLICKSHARE Base Unit Plus 2 Buttons, T AA Compliant CSSLP15X10 CHIEF PROXIMITY,SLIDE LOCKING PLATE,15X10 CG56783 C2G 6ft/1.8M High Speed HDMI Gable w/ Eth CG28859 C2G 6ft USB 2.0 Type C to Standard B CG00728 C2G 6ft/1.&n CAT6A SNAGLESS UTP CABLE-BLK CG00732 C2G 10ft/3m CAT6A SNAGLESS UTP CABLE-BLK Sub-Total: Equipment Integration Engineering & Drawings Project Management In Shop Fabrication On Site Integration Testing & Acceptance Travel Integration Gables & Connectors Sub-Total: Integration Q!}'. Price $0.00 $2,970.00 $820.00 $3,450.00 0 $2,288.75 $160.50 2 $7.33 1 $11.41 2 $9.58 2 $11.27 $7,468.27 $4,215.92 $0.00 $325.00 $602.64 $12,611 .83 Extended $0.00 $2,970.00 $820.00 $3,450.00 $0.00 $160.50 $14.66 $11.41 $19.16 $22.54 $7,468.27 $908.85 $918.04 $190.28 $1,208.40 $380.56 $302.10 $307.69 $4,215.92 $11,684.19 Conf. Rm 218 Neat Bar Install Page 9 City Attorney Approved 6/5/2024 INTEGRATION SERVICES INTEGRATION SCOPE OF WORK A. SUMMARY: AVI Systems will be installing a Barco CX-30 and Neat Bar/Neat Pad into the existing conference room. The existing display and mount will be reused. B. SYSTEM DESCRIPTION: Conference Room 218 • Functionality Description: • Displays: o AVI Systems will re-use the existing video display system, based on a small LCD display. The monitor will display content at native resolution. The display will address an Owner Provided wall mount. • Audio: o Presentation and conferencing audio for this system will playback via wall-mounted Neat camera and sound bar unit located below the monitor. The sound bar features stereo speakers on either side of the camera. o The sound bar features an adaptive beamforming microphone and built-in digital signal processing (DSP) to cover the participants. The sound bar is equipped with omni- directional digital MEMS microphones that form five adaptive acoustic broadside beams. • Conferencing: o AVI Systems will provide a Teams Room collaboration system based on the Neat Room. The system will include one tabletop touch panel, one wall-mounted camera with integrated sound bar set on appliance mode and one wireless conferencing device. The camera with integrated sound bar will be mounted below the monitor to capture participants at approximately eye level. The soundbar is integrated with the specialized software for Teams. The customer will be responsible for creating a Teams account and providing the registration information to AVI Systems prior to system configuration. AVI Systems will not be responsible for any Teams related items. o The touch panel will provide a consistent experience via intuitive Teams user interface (UI). The UI will display all upcoming meetings so that any user will be able to walk into the room and join a scheduled Teams meeting. o The Neat Room solution supports a one-touch experience for joining third-party online meetings, also referred to as Direct Guest Join. o AVI Systems will provide one wall-mounted USB camera for use with the Neat Pad. The camera features an all-in-one design with built-in speakers and microphone arrays. The camera features 4K optics with motorized lens, and 4x (digital) zoom capabilities along with 120° field-of-view should. It should be noted that even though this camera features 4K optics, the web conferencing applications will only be able to send a 720p camera image. o If users prefer to host their own or are invited to a web conference with alternate applications such as GoToMeeting, Google Meet, etc., the Neat Room will transfer the camera with integrated sound bar to the user’s laptop via single USB dongle connection. o The end user can also present wirelessly. Conf. Rm 218 Neat Bar Install Page 10 City Attorney Approved 6/5/2024 o NOTE: The user will be required to select the Neat USB device for the camera, microphone, and speaker settings of the web conferencing application. • Controls: o The Neat Room includes one tabletop 10” touch panel that will display the Teams UI. The Teams UI will not be configurable so there will no custom programming required for default operation. All controls will be provided by Teams and are subject to change via future updates, etc. • Equipment Location: o The Barco Clickshare device will be located behind the display. Conf. Rm 218 Neat Bar Install Page 11 City Attorney Approved 6/5/2024 EXHIBIT C In-Use Off-Road Diesel-Fueled Fleet Regulation Requirements CARB implemented amendments to the In-Use Off-Road Diesel Fueled Fleets Regulations that apply broadly to all self-propelled off-road diesel vehicles 25 horsepower or greater and other forms of equipment used in California. More information about the requirements can be found at https://ww2.arb.ca.gov/our-work/programs/use-road-diesel-fueled-fleets-regulation Contractors are required to comply with the requirements of the In-Use Off-Road Diesel-Fueled Fleet regulations, including, without limitation, compliance with Title 13 of the California Code of Regulations section 2449 et seq. throughout the term of the Project. The City is a “Public Works Awarding Body,” as that term is defined under Title 13 California Code of Regulations Section 2449(c)(46). Accordingly, the Contractor must submit, with their pre-award contract documents, valid Certificates of Reported Compliance (CRC) for the Contractor’s fleet, and for the fleets of any listed subcontractors (including any applicable leased equipment or vehicles). Failure to provide a valid CRC, will limit the city’s ability to proceed with awarding this Contract. Contractor has an on-going obligation for term of this Agreement to provide copies of Contractor’s, as well as all listed subcontractors, most recent CRC issued by CARB. Throughout the Project, and for three (3) years thereafter, Contractor shall make available for inspection and copying any and all documents or information associated with Contractor’s and subcontractors’ fleet including, without limitation, CRC, fuel/refueling records, maintenance records, emissions records, and any other information the Contractor is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days’ notice from the City. Conf. Rm 218 Neat Bar Install Page 12 City Attorney Approved 6/5/2024 EXHIBIT C (CONT.) IN-USE OFF-ROAD DIESEL-FUELED FLEET REGULATION CERTIFICATION Contractor hereby acknowledges that they have reviewed the CARB’s policies, rules and regulations and are familiar with the requirements of In-Use Off-Road Diesel-Fueled Fleet Regulation. Contractor hereby certifies, subject to the penalty of perjury, that the option checked below relating to the Contractor’s fleet, and/or that of their subcontractor(s) (“Fleet”) is true and correct: ܆The Fleet is subject to the requirements of the Regulation, and the appropriate Certificate(s) of Reported Compliance have been attached hereto. ܆The Fleet is exempt from the Regulation under Section 2449.1(f)(2), and a signed description of the subject vehicles, and reasoning for exemption has been attached hereto. ܆Contractor and/or their subcontractor is unable to procure R99 or R100 renewable diesel fuel as defined in the Regulation pursuant to Section 2449.1(f)(3). Contractor shall keep detailed records describing the normal refueling methods, their attempts to procure renewable diesel fuel and proof that shows they were not able to procure renewable diesel (i.e., third party correspondence or vendor bids). ܆The Fleet is exempt from the requirements of the Regulation pursuant to Section 2449(i)(4) because this Project has been deemed an “emergency”, as that term is defined in Section 2449(c)(18). Contractor shall only operate the exempted vehicles in the emergency situation and records of the exempted vehicles must be maintained, pursuant to Section 2449(i)(4). ܆The Fleet does not fall under the Regulation or are otherwise exempt and a detailed reasoning is attached to this certification. Name of Contractor: Signature: Name: Title: Date: ! ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 4/1/2025 3/27/2024 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(ies) must have ADDITIONAL INSURED provisions or 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). PRODUCER Lockton Companies CONTACT NAME: 444 W. 47th Street, Suite 900 PHONE I FAX , A ,r Nn c--.,: IA/C Nol: Kansas City MO 64112-1906 E-MAIL (816) 960-9000 ADDRESS: kcasu@lockton.com INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Great Northern Insurance Company 20303 INSURED INSURER B : Fireman's Fund Insurance Company 21873 1508002 AVI SYSTEMS, INC. 1NsuRER c : Federal Insurance Comnanv 20281 8019 BOND STREET LENEXA KS 66214 INSURER D: Chubb National Insurance Company 10052 1NsuRER E : Pacific Indemnitv Comoanv 20346 INSURER F: ACE American Insurance Company 22667 COVERAGES CERTIFICATE NUMBER: 18442544 REVISION NUMBER: xxxxxxx 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 ADDL SUBR POLICYEFF POLICY EXP LTR TYPE OF INSURANCE ,.,.,n W\ln POLICY NUMBER IMM/DDNYYYl IMM/DDNYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY y y 3004-07-76 4/1/2024 4/1/2025 EACH OCCURRENCE $ 1.000 000 ~ □ CLAIMS-MADE [i] OCCUR DAMAGE TO RENTED PREMISES !Ea occurrence l $ 1.000 000 ~ MED EXP (Any one person) $ 10000 PERSONAL & ADV INJURY ~ s 1.000 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 2.000 000 ~ POLICY 00 ~r8r DLoc PRODUCTS -COMP/OP AGG s 2.000 000 OTHER: $ A AUTOMOBILE LIABILITY y N 736-33-082 4/1/2024 4/1/2025 COMBINED SINGLE LIMIT s 1.000 000 ~ IEa accidenll X ANY AUTO BODILY INJURY (Per person) $ xxxxxxx ~ OWNED -SCHEDULED BODILY INJURY (Per accident) $ xxxxxxx ~ AUTOS ONLY -AUTOS X HIRED X NON-OWNED iP~~~&:~JJnfiAMAGE $ xxxxxxx AUTOS ONLY AUTOS ONLY $ xxxxxxx B X UMBRELLA LIAB MOCCUR N N USL019323232 4/1/2024 4/1/2025 EACH OCCURRENCE s 50 000 000 C X EXCESS LIAB CLAIMS-MADE 7819-88-17 4/1/2024 4/1/2025 AGGREGATE s 50 000 000 DED I X I RETENTION$ $0 $ xxxxxxx WORKERS COMPENSATION N I PER I IOTH-D AND EMPLOYERS' LIABILITY 7044-1340 4/1/2024 4/1/2025 X STATUTE ER E Y/N 7044-1341 4/1/2024 4/1/2025 1.000 000 ANY PROPRIETOR/PARTNER/EXECUTIVE lli] E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1000000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1000000 F TECH E&O I CYBER N N D01651249 4/1/2024 4/1/2025 $10,000,000 PER CLAIM; LIABILITY $10,000,000 AGO C INSTALLATION FLOATER 3004-07-76 4/1/2024 4/1/2025 $2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) THE CITY OF CARLSBAD/CMWD IS INCLUDED AS AN ADDITIONAL INSURED ON A PRIMARY/NON-CONTRIBUTORY BASIS RE GENERAL LIABILITY AND AUTO LIABILITY AS PER WRITTEN CONTRACT. WAIVER OF SUBROGATION IS IN FAVOR OF THE ADDITIONAL INSURED RE GENERAL LIABILITY AS REQUIRED BY WRITTEN CONTRACT. 30-DAY NOTICE OF CANCELLATION APPLIES IN FAVOR OF ADDITIONAL INSURED. CERTIFICATE HOLDER 18442544 CITY OF CARLSBAD/ CMWD --:,;o EXIGIS INSURANCE COMPLIANCE SERVICES c-~ 1.0. BOX 947 .:, I'-.ruRRIETA CA 92564 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIV © 1988 ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AVI Systems, Inc. Signing Authorization and Delegation of Authority Pli October 2019 Your Name: Employee # Date: Branch: Signing Authorization Form Pursuant with your responsibilities as , you are hereby delegated the authority and responsibility to plan for and to manage the businesses and activities assigned to the position. Operationally, you are delegated general authority to take actions as you deem necessary to carry out the responsibilities assigned to you. This authority must be exercised consistent with the objectives of the approved operating plans, approved department budget, approved salary action plan and policies of the company. With regards to commitments, purchases, and other financial obligations, you are authorized up to the limits determined in Exhibit A - AVI’s Senior Management Signing Authorization. By signing below, you accept full responsibility for the authorization granted herein and the terms and conditions stipulated in the Signing Authorization and Delegation of Authority Policy. Signature Date Date COO/Board Secretary Area Vice Presedent David W. Bunting June 10th, 2020 San Diego COO/Board Secretary:Joel Lehman Signature 6/10/2020 6/10/2020 10576 OO/BoardSecretary Jo-d ~ AVI Systems, Inc. Signing Authorization and Delegation of Authority Pli October 2019 Exhibit A Board of Directors no limit no limit no limit no limit no limit Comp. Committee of Board of Directors n/a n/a n/a n/a n/a Executive Officers Chief Executive Officer no limit no limit no limit no limit no limit ChiefFinancial Officer $5,000,000 $2,500,000 $2,500,000 $2,500,000 $2,500,000 Treasurer $5,000,000 $2,500,000 $2,500,000 $2,500,000 $2,500,000 Chief Operating Officer $5,000,000 $2,500,000 $2,500,000 $2,500,000 $2,500,000 RVPsN P Sales/Managing Directors n/a £o.ulr2}12!, ~O!:£.O~~Vf _____ • f Area VPs, Branch Managers ----------------Sales Managers $150,000 n/a n/a n/a $150,000 <$25,000 <$25,000 box sale box sale Executive Account Managers only n/a n/a n/a only <$25,000 <$25,000 box sale box sale Senior Account Managers only n/a n/a n/a only <$25,000 <$25,000 box sale box sale Account Managers only n/a n/a n/a only Corporate Directors n/a n/a n/a n/a n/a Department Managers, TSMs n/a n/a n/a n/a n/a Staff n/a n/a n/a n/a n/a A VI SYSTEMS, INC. Corporate Resolution Authorities The undersigned, being members of the Board of Directors (the "Company"), a corporation organized under the provisions of the laws ofNorth Dakota, hereby adopt and approve the following resolution in writing at the annual meeting December 12, 2019: WHEREAS, the undersigned desire to authorize certain transactions on behalf of the Company; NOW, THEREFORE, the Directors of the Company hereby adopt the following resolution: 1. Officers, RESOLVED, that the following persons are elected as the Managers of the Company and shall be known as Officers, to serve with the titles set opposite their names at the pleasure of the Board of Directors: Corporate Office Name Business Title Chairman Joseph Stoebner Chairman President Jeffrey Stoebner Chief Executive Officer Chief Financial Officer Christopher Mounts Chief Financial Officer Treasurer Randi Borth Corporate Treasurer Secretary Joel Lehman Chief Operating Officer 2. Company Seal. RESOLVED, that the Company shall have a company seal, but its use shall not be required for any purpose and failure to use such a seal shall not affect the validity of any documents executed on behalf of the Company 3 . Fiscal Year, RESOLVED, that the fiscal year of the Company is fixed as April 1 to March 31 of each year. 4. Auditors. RESOLVED, that Eide Bailly LLP is appointed as the independent auditors for the Company. 5. Banking Depository. RESOLVED, that Wells Fargo Bank is appointed as the depository for the funds of the Company and that the resolution is hereby adopted for such purpose and the Chairman, President, Chief Financial Officer, Treasurer and Secretary of the Company (Executive Officers) are, and each of them is, hereby authorized to execute and deliver on behalf of the Company such resolution or resolutions and such other agreements, instruments and certificates as may be necessary or appropriate to establish and confirm Wells Fargo Bank as the depository for the Company. 6. Legal Relationship. RESOLVED, that Hellmuth & Johnson PLLC is appointed designated legal counsel for general legal matters, and that Husch Blackwell LLP is appointed designated legal counsel for the A VI Systems, Inc. 40l(k) ESOP Planmatters. 7. Directed ESOP Trustee RESOLVED, that Alerus Financial, N.A., is appointed acting solely in its capacity as Trustee of the AVI Systems, Inc. Employee Stock Ownership Plan. 8. Qualification to Do Business. RESOLVED, that the Company is authorized to qualify, obtain authority or otherwise register to do business as a Company in all the states of the United States of America and in such other jurisdictions in which such action may be or become required or advisable, in the name of the Company or in such other fictitious or "doing business as" name as may be necessary or appropriate in the judgment of the Executive officers of the Company, the Chairman, President, Chief Financial Officer, Treasurer and Secretary of the Company are, and each of them is, hereby authorized to execute and deliver on behalf of the Company such applications, designations, appointments, agreements, instruments and certificates as may be necessary or appropriate for such purpose, including the designation of registered offices and appointment of agents for service in such jurisdictions, and any additional resolution or resolutions required by such jurisdictions to be adopted by the Board of Directors of the Company for such purpose are hereby adopted. 9. General Authorization. RESOLVED, that the Chairman, President, Chief Financial Officer, Treasurer and Secretary of the Company are, and each of them is, hereby authorized and directed to take all such actions as such officer may deem necessary or appropriate to carry out the purposes and intent of and to consummate and implement the transactions contemplated by the foregoing resolutions, including, without limitation, the execution and delivery in the name of and on behalf of the Company of any and all certificates, documents, agreements and instruments including powers of attorney and other delegations of authority, as may be required or desirable therefore, all in such form and containing such terms as such officer may approve, such approval to be conclusively evidenced by his execution and delivery thereof. IN WITNESS WHEREOF, the undersigned members of the Board of Directors of the Company have subscribed their names as of the 12th day of December, 2019. ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOSHIREDNON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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(ies) must have ADDITIONAL INSURED provisions or 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies, LLC 444 W. 47th Street, Suite 900 Kansas City MO 64112-1906 (816) 960-9000 kcasu@lockton.com AVI SYSTEMS, INC. 8019 BOND STREET LENEXA KS 66214 ACE American Insurance Company 22667 Chubb National Insurance Company 10052 Federal Insurance Company 20281 Fireman's Fund Insurance Company 21873 Great Northern Insurance Company 20303 Pacific Indemnity Company 20346 X X 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 X XX 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX XX X X $0 50,000,000 50,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 TECH E&O / CYBERLIABILITY INSTALLATION FLOATER $10,000,000 PER CLAIM;$10,000,000 AGG $2,000,000 A 736-33-082 4/1/2024 4/1/2025 A 3004-07-76 4/1/2024 4/1/2025 F D01651249 4/1/2024 4/1/2025 C 3004-07-76 4/1/2024 4/1/2025 B USL019323232 4/1/2024 4/1/2025C 7819-88-17 4/1/2024 4/1/2025 D 7044-1340 4/1/2024 4/1/2025E 7044-1341 4/1/2024 4/1/2025 4/1/2025 1508002 YN NN NN N 7/1/2024 NN 20720165 20720165 XXXXXXX CITY OF CARLSBAD1635 FARADAY AVE.CARLSBAD CA 92008 THE CITY OF CARLSBAD IS ADDITIONAL INSURED WITH RESPECT TO THE GENERAL LIABILITY COVERAGES AS REQUIRED BY WRITTEN CONTRACTAND PER THE TERMS AND CONDITIONS OF THE POLICY. XX ESENTATIVEEEEEEEEEEEEEE © 1988-2-2-2-22-222-22-2-2-2-2-22015 ACORD CORPORATION. Al See Attachments ACORD® I ~ I ~ □ □ ~ ~ Fl □ □ ~ f--~ ~ ~ f--f-- ~ H I I I I I □ Liability Insurance Endorsement Policy Period: Effective Date 4/1/2024 Policy Number 3004-07-76 CHI Insured AVI SYSTEMS, INC Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued MAY 12, 2023 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured, the following provision is added. Who Is An Insured Owners, Lessees Or Contractors - Ongoing Operations A. Persons or organizations shown in the Schedule below are insureds;but they are insureds only with respect to their liability for bodily injury, property damage, advertising injury or personal injury caused,inwholeorinpart,by: 1. your acts or omissions; or 2. the acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the person or organization shown in the Schedule at the applicable location described in the Schedule. However, the insurance afforded to such person or organization only applies to the extent permitted by law; and if coverage provided to the person or organization is required by a contract or agreement, the insurance afforded to the person or organization will not be broader than that which you are required by such contract or agreement to provide for the person or organization. Liability Insurance Additional Insured - Owners, Lessees Or Contractors - Ongoing Operations, Scheduled Endorsement Form 80-02-2305 (Rev. 3-17)continued Page 1 Attachment Code: D626623 Certificate ID: 20720165 Liability Endorsement (continued) B. However, no person or organization is an insured for bodily injury or property damage occurring after: 1. all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the person or organization shown in the Schedule at the applicable location described in the Schedule has been 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 part of the same project. Schedule PERSON OR ORGANIZATIONS WHOM YOU ARE REQUIRED BY A WRITTEN CONTRACT OR AGREEMENT TO AFFORD STATUS AS AN ADDITIONAL INSURED FOR SUCH INSURANCE AS ITS AFFORDED BY THIS POLICY, PROVIDED THAT SUCH WRITTEN CONTRACT OR AGREEMENT IS EXECUTED PRIOR TO THE LOSS. All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured - Owners, Lessees Or Contractors - Ongoing Operations, Scheduled Endorsement Form 80-02-2305 (Rev. 3-17)last page Page 2 Attachment Code: D626623 Certificate ID: 20720165 CHUBB°Liability Insurance Endorsement Policy Period APRIL 1, 2024 TO APRIL 1, 2025 Effective Date APRIL 1, 2024 Policy Number 3004-07-76 MIN Insured AVI SYSTEMS, INC Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued APRIL 23, 2024 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured, the following provision is added. Who Is An Insured Owners, Lessees Or Contractors - Completed Operations Persons or organizations shown in the Schedule are insureds;but they are insureds only with respect to their liability for bodily injury or property damage caused, in whole or in part, by your work at the applicable location described in the Schedule performed for such person or organization and included in the products-completed operations hazard. However, x the insurance afforded to such person or organization only applies to the extent permitted by law; and x if coverage provided to the person or organization is required by a contract or agreement, the insurance afforded to the person or organization will not be broader than that which you are required by such contract or agreement to provide for the person or organization. Schedule PERSONS OR ORGANIZATIONS WHOM YOU ARE REQUIRED BY A WRITTEN CONTRACT OR AGREEMENT TO AFFORD STATUS AS AN ADDITIONAL INSURED FOR SUCH INSURANCE AS IS AFFORDED BY THIS POLICY, PROVIDED THAT SUCH WRITTEN CONTRACT OR Liability Insurance Additional Insured - Owners, Lessees Or Contractors - Completed Operations, Scheduled continued Form 80-02-8446 (Rev. 3-17) Endorsement Page 1 Attachment Code: D626628 Certificate ID: 20720165