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AVI Systems Inc; 2019-01-03;
AGREEMENT FOR DOVE LIBRARY'S SCHULMAN AUDITORIUM INTEGRATION AND SOUND SYSTEM DESIGN SERVICES AVI SYSTEMS, INC. THIS AGREEMENT is made and entered into as of the ~ r~ day of ___,,~~~~---' 20\~ by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), an VI Systems, Inc., an audio-visual company, ("Contractor"). RECITALS City requires the professional services of an audio-visual company that is experienced in audio visual integration and sound system design services. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of six (6) months from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed shall not exceed six thousand, four hundred sixty-eight dollars ($6,468.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. 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, cumulatively exceeding $1,000 and performed under this Agreement 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 Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. 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 Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. City Attorney Approved Version 6/12/18 5. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 6. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 7. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has 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, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 8. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Jessica Padilla Bowen Title Community Relations Manager Department Library & Cultural Arts City of Carlsbad Address 1775 Dove Lane Carlsbad, CA 92011 Phone No. 760-602-2024 2 For Contractor Name David Bunting Title AVP --------------- Address 7270 Trade Street, Suite 201 San Diego, CA 92121-2384 Phone No. 858-653-4339 Email David.bunting@avisystemsinc.gov City Attorney Approved Version 6/12/18 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 9. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesD No ■ 10. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 11. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 12. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 13. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 14. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 15. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. \\\ \\\ \\\ \\\ City Attorney Approved Version 6/12/18 3 16. AUTHORITY The individuals executing this Agreement 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 Agreement. CONTRACTOR RAND/ BoRTH I C.t=o (print name/title) By: ~ 6 ~'\ (sign here) 1 'b,,..11; c\ Jsc,,_"'~\ ""~ 1 (\ V P (print name le) CITY OF CARLSBAD, a municipal corporation of the State of California Library & Cultural Arts Director BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Chairman, President, or Vice-President Group B. 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: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 4 SERVICES TO BE PROVIDED INTEGRATION SERVICES INTEGRATION SCOPE OF WORK EXHIBIT "A" SCOPE OF SERVICES A. SUMMARY: The City of Carlsbad has requested that AVI Systems provide additional updates to the Schulman Auditorium based upon the list of recommendations provided. The work that will be completed off the list of recommendations will be as follows: 1. TIMECODE DISTRIBUTION To address timecode distribution AVI will: • Replace temporary cabling from Timecode DA with permanent cabling to 2 VTR's and 1 Pro Tools interface on the existing equipment rack. • Install and program MOTU Micro Express for conversion of L TC to MTC for embedded timecode onto existing equipment. 2. JVC RECORDER Audio metering on multi-viewer window for confidence. • AVI will configure and set up audio metering in the multi-viewer window. 3. SOUND SYSTEM UPGRADE To address upgrading the sound system, AVI Systems will re-evaluate and discuss the overall design approach of the sound system with the Cities key stake holders. • Re-evaluating and discuss the overall design approach through AVI Systems PRO Design Process. • Produce a written report detailing the recommendations and include cost estimates. * No structural integration will be performed to complete the items on the recommendation list. AVI will be configuring software, which is what the additional integration time is for. • Integration is strictly software integration; no Public Works support is required. B. EXCLUSIONS: The following work is not included in our Scope of Work: • All conduits, high voltage, wiring panels, breakers, relays, boxes, receptacles, etc. • Concrete saw cutting and/or core drilling • Fire wall, ceiling, roof and floor penetration • Gypsum board replacement and/or repair • Ceiling tile or T-bar modifications, replacements and/or repair • Structural support of equipment *AVI Systems not responsible for building related vibrations • Installation of ceiling mounted projection screen • All millwork (moldings, trim, cut outs, etc.) • Patching and Painting • Permits (unless specifically provided for and identified within the contract) • Unless otherwise stated the pricing in this agreement does not include prevailing wage or union labor • Unless specifically noted lifts and scaffolding are not included C. CONSTRUCTION CONSIDERATIONS: Intentionally Left Blank D. NOTICE: THIS SCOPE OF WORK IS DELIVERED ON THE BASIS OF THE FOLLOWING ASSUMPTIONS: City Attorney Approved Version 6/12/18 5 • The room(s) match(es) the drawings provided • Site preparation by the Customer and their contractors includes electrical and data placement per AVI Systems specification. • Site preparation will be verified by AVI Systems project manager or representative before scheduling of the installation. All work areas should be clean and dust free prior to the beginning of on-site integration of electronic equipment. • Customer communication of readiness will be considered accurate and executable by AVI Systems project manager. • In the event of any arrival to site that AVI Systems is not able to execute work and definable progress, the Customer will be charged a $250.00 Mobilization Fee to offset the lost time due to the lack of readiness. The Mobilization Fee will be presented as a Contract Change Order and will/may halt work until acceptance by the Customer and rescheduling of the integration effort is agreed upon. • Rescheduling and redeployment of AVI Systems technicians due to unacceptable site preparation may cause scheduling delays of up to 10 business days. • There is ready access to the building/ facility and the room(s) for equipment and materials during agreed upon dates and times. • There is secure storage for equipment during a multi-day integration. • If Customer furnished equipment and existing cabling is to be used, AVI Systems assumes that these items are in good working condition at this time and will integrate into the designed solution. Any repair, replacement and/or configuration of these items that may be necessary will be made at an additional cost. • All Network configurations including IP addresses are to be provided, operational and functional before AVI Systems integration begins. AVI Systems will not be responsible for testing the LAN connections. • Cable or Satellite drops must be in place with converter boxes operational before the completion of integration. Any delay resulting in extra work caused by late arrival of these items will result in a change order for time and materials. • Document review I feedback on drawings/ correspondence will be completed by the Customer within two business days, Monday through Friday (unless otherwise noted). • The documented Change Control process will be used to the maximum extent possible -the Customer will have an assigned person with the authority to communicate/approve project Field Directed Change Orders and Contract Change Orders (see Appendix). • In developing a comprehensive proposal for equipment and integration services AVI Systems' Sales Representatives and Engineering teams must make some assumptions regarding the physical construction of your facility, the availability of technical infrastructure and site conditions for installation. If any of the conditions we have indicated in the site survey form are incorrect or have changed for your particular project or project site, please let your Sales representative know as soon as possible. Conditions of the site found during integration effort which are different from those documented may have an effect on the price of the system solution, integration or services. To ensure that you have an accurate proposal based on your facility and specific to the conditions of your project, please review all project documentation carefully. E. INTEGRATION PROJECT MANAGEMENT PROCESSES AVI Systems will follow a foundational project management process which may include the following actions/deliverables (based on the size/complexity/duration of the integration project): • Site Survey -performed prior to Retail Sales Agreement and attached • Project Welcome Notice -emailed upon receipt of Purchase Order • Project Kick-Off meeting with Customer Representative(s) -either by phone or in-person • Project Status reviews -informal or formal -either by phone or in-person (based on the size/complexity/duration of the project) • Project Change Control -comprised of Field Directed Change Order and/or Contract Change Order submittals (see Appendix) • Notice of Substantial Completion (see Appendix) -at Customer walk-through -prior to Service transition City Attorney Approved Version 6/12/18 6 F. KNOWLEDGE TRANSFER (TRAINING) This is geared specifically towards the end-user I operator. The purpose of this knowledge transfer is to provide operators with the necessary knowledge to confidently and comfortably operate all aspects of the integrated system. Areas covered include the following: • Equipment and system overview • Equipment operation and function • Equipment start up, stop, and shut down • Equipment automatic and manual operation • Discussion and documentation relating to control system operation • Discussion and documentation relating to system processor and its control applications • Powering up, powering down AV system via control system • Manual operation of display systems, audio system and all other related components • Use/operation of patch panels, when and where to be used • Whom to call when help is required G. AVI SYSTEMS INTEGRATION SERVICES RESPONSIBILITIES AVI Systems will provide services/work for the project as described above in the Scope of Work or per the attached separate Scope of Work document detailing the scope of work to be performed. • Provide equipment, materials and service items per the contract products and services detail. • Provide systems equipment integration and supervisory responsibility of the equipment integration. • Provide systems configuration, checkout and testing. • Provide project timeline schedules. • Provide necessary information, as requested, to the owner or other parties involved with this project to ensure that proper AC electrical power and cableways and/or conduits are provided to properly integrate the equipment within the facilities. • Provide manufacturer supplied equipment documentation. • Provide final documentation and "as built" system drawings (CAD) -if purchased. • Provide system training following integration to the designated project leader or team. H. CUSTOMER INTEGRATION SERVICES RESPONSIBILITIES • Provide for the construction or modification of the facilities for soundproofing, lighting, electrical, HVAC, structural support of equipment, and decorating as appropriate. Includes installation of ceiling mounted projection screen. • Provide for the ordering, provisioning, installation, wiring and verification of any Data Network (LAN, WAN, T1, ISDN, etc.) and Telephone Line (Analog or Digital) equipment and services prior to on-site integration. • Provide all necessary cableways and/or conduits required to facilitate AV systems wiring. • Provide all necessary conduit, wiring and devices for technical power to the AV systems equipment. • Provide reasonable accesses of AVI Systems personnel to the facilities during periods of integration, testing and training, including off hours and weekends. • Provide a secure area to house all integration materials and equipment. • Provide a project leader who will be available for consultation and meetings. • Provide timely review and approval of all documentation (Technical Reports, Drawings, Contracts, etc.). City Attorney Approved Version 6/12/18 7 PRODUCTS AND SERVICES COST DETAIL Model# Mfg. Description JVC Recorder-Audio Metering Programming Sub-Total: JVC Recorder-Audio Metering Sound System Design Engineering Sub-Total: Sound System Design Time-Code Distribution MICRO EXPRESS 2 MOTU Micro Express 4x6 USB MIDI Interface Programming On Site Integration Sub-Total: Time-Code Distribution Shipping & Handling Qty Price Extended $161.00 $161.00 $1,992.00 $1,992.00 $292.00 $292.00 $1,992.00 $2,000.00 $4,284.00 $8.00 ______________________________________ !_ <!~ ______________________________________________________________________ $22. 63 __ TOTAL: $6,467.63 City Attorney Approved Version 6/12/18 8 Cllenl#· 1101881 AVISYS ACORDru CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYVYY) 3/27/2018 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 pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject lo the terms and conditions of the policy, certain pollclas may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder In lieu of such endorsement(s). PRODUCER ~ USI Insurance Services, LLC Irina Nol: 877 411-5097 0 Extl: 701 989-7675 4207 Boulder Ridge Road Suite 225 :il'lrn~ss: lesley.bentz@usl.com Bismarck, ND 58503 INSURER(SJ AFFORDING COVERAGE NAICf INSURER A : AU.Olk a,-.1a11y ln,u-. c:«nplfty 27154 INSURED lNBURERB: AVI Systems, Inc. INSURERC: 8019 Bond Street Lenexa, KS 66214 INSURERD: INSURERE: lNSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTVIIITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF Afl'f 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 CONDmONS OF SUCH POLICIES. LIMITS SHO\NN MAY HAVE BEEN REDUCED BY PAID C~IMS. 11'.'/f TYPE OF INSURANCE ADDI ,~• ,,w-~ NIIHft;11'EAP LIMITS POLICY NUMBER IMMID .. n r> A ~ COMMERCIAL GENERAL LIABILITY 7110081910012 04/01/2018 04/01/201fl EACH OCCURRENCE s1 000000 ~ CIAIMs-MADE [!] OCCUR I ~~liH9~:-., s1 000.000 >-- MEO EXP IArw ont 011'1011) s10.000 -PERSONAL & AO\/ INJURY ,1.000.000 -GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s2,000,000 ~ POLICY~ ~r& @Loe PROO!JCTS -COMP/OP AGG s2,000,000 OTHER: s A AUTOMOBILE LIABILITY 7110081910012 04/01/2018 04/01/201S ~~~~~~INGLE LIMIT s1,000,000 >--I ~ ANY AUTO BOOILY INJURY (Per per a on) $ ~=ONLY -SCHEDULED BOOIL y INJURY (Per accldent) s AUTOS - ~'ffiioNLY x NON-O~EO rr..?~~~f""""'E ~ AUTOS ONLY s -s A J UMBRELLA LIAB ~ OCCUR 7110081910012 p410112018 04/01/20U EACH OCCURRENCE s10.ooo ooo EXCESSLIAB a..AlMS-MADE AGGREGATE s10 000 000 / oeo I xi RErENTIONsO s A WORKERS COMPENSATION 4060169150011 04/01/2018 04/01/201S X l~~t,rr~ I 12~· AND EMPLOYERS' LIABILITY y / N s1000000 ANY PROPRIETOR/PARfijffiEXECUTIVE~ N/A E.L. EACH ACCIDENT OFFICER/MEMBER EXCL 07 (Man~atory In NH) E.L. DISEASE· EA EMPLOYEE s1000 000 gl;~:= ~ERATIONSbelaN E.L OISEASE • POLICY LIMIT s1 ooo 000 A Technology E&O 7110081910012 04/01/2018 04/01/201~ Occurrence $3,000,000 Aggregate $3,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remark• Schadufe, may bullached If mo11 apace la raqulrtd) . Certificate Holder Is Included as an Additional Insured re General Liability. CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1635 Faraday Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Carlsbad, CA 92008-7314 AUTHORIZED REPRESENTATIVE -11.t> b C)_ I \ © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 26 (2016/03) 1 of 1 #S22782211/M22768636 The ACORD name and logo are registered marks of ACORD LKMZP Policy Number: 7110081910012 ' . THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. @VANTAGE FOR AUTOMOBILE Thia endorsement modlftea Insurance provided under the foltowlng: BUSINESS AUTO COVERAGE FORM The followl~ schedule Hits the coverage e>ctenslons provided by this endorlement. Ref9r to the Individual provi- sions to determine the extent of your coverage. SCHB>ULE OF COVERAGE EXTENSIONS 1. Add111onal Insured By Contract 12. Employee Hired Autos 2. Airbag Dllchage 13. Fellow Employee ExclUllon 3. Auto Theft Reward 14. Gius Repair-Waiver of Deducllble 4. Blanket waver of Subrogation 11. Hired Auto Physical Damage Coverage I. Bodily Injury Redefined -Mental Anguish 18. Leue Gap Coverage 8. Broad Form Named Insured 17. Uablllty Coverage-SUpplementary Payments 7. Commancatbna Equipment 18. Newly Formed or Acquired Organlzallons 8. Diminution In Value 19. Phy.lea! Damage-Traneporlation Expenses 8. Drive Other Car -Executive Officers 20. Rental Reimbursement -Prtvate Pu1911ger 10. Dullea Inn. Ev9nt of Accident, Cllim, Sult or Lou Vehlcles 11. Em. Allrwureds 21. Towlna -Anv CoveRld Auto 1. ADDITIONAL INSURED BY CONTRACT The Who .. An ln■ul'ld provision Lnder SECTION II -LIABILITY COVIRAGE Is amended to Include a1 an addltlonal "inaured" any person or organization with whom you ag,Nd In a written contracl, wrtllen agreement or permit. to provide lnlurance such n Is afforded under this Coverage Form. Buch person or organization Is an "Insured" only with ,..pect to llabllty for "bodly 1'1UIY" or "property damage• CIIUHCI, In whole or In part by your m~. opendlon or use of your covered •autos•. With respect to the Insurance afforded to thele addltlonal "Insureds", this Insurance doN not apply: a. Unless the written conlract or agreement has been executed or the pennlt has been luued prior to the "bodlly ~ury" or •property damage•; b. To any peraon or organlzallon Included as an •insured" by endorsement or In the Declarations; or c. To a,y leUor d "autoa• \\tlan their contrad or agreement with you for such leased •auto" ends. 2. AIRBAG DISCHARGE If you pun:halld phyalcal damage coverage for a covered •auto" under this poMcy, we wlll pay to reset or re- place an airbag that accldtnlally dlschargee without the vehicle being Involved In an acckln No deductible applles to this addHlonal coverage. However, this coverage only applles If the airbag la not covered under a manufacturer's warranty and you did not Intentionally cause the airbag to discharge. 3. AUTO THEFT REWARD We wlll pay up to a $2,000 reward In the event of a covered lo11, for Information INdlng to the arrest and conviction of anyone atealing a covered "auto•. A reward wlll not be paid to you, a family member, employee or any public offlclal while performing their duty. 4. BLANKET WAIVER OF SUBROGATION The Tra..,_, Of Rlghta of Recovery Agaln1t Others To IJI condition under SECTION IV -BUSINESS AUTO CONDIT10NS. paragraph A. LOSS CONDITIONS II replaced by the foRowlng: We wlll waive any right of recovery we may have against any person or organzatlon because of paymenll we make for Injury or damage arising out of the operation of a covered "auto" \\tlen you have auumed llabllty for auc:h "bodily Injury" or "property damage• under an "Insured contract", provided the contract la In writing and executed prior to the •bodny Injury" or "property damage•. &. BODILY INJURY REDEFINED -MENTAL ANGUISH The definition of "bodlly Injury" under SECTION V -DIFINmONs la replaced by the following: "Bodlly Injury" means bodily Injury, alcknau, or d1Ha1e 1111talned by a person, Including mental anguish or death reaulll~ from any of these at any time. VCA201010t lndudel copyrighted mllellll d l111urance Senllcea Ollloll, Inc. Copyright 2004, OneBeacon l11111rance Group LLC E-INSURED Page1 dS I. BROAD FORM NAMED INSURED L The Who I■ An ln■ured provision under SECTION II -LIABILITY COVERAGE Is amended to Include the folfowlng: Any organization which la a legally Incorporated entity In which you own a financial Interest of more than 50% of the voUng atock on the effective date of this Coverage Form will be a Named Insured unUI lhe 18011 day or the end of the policy period whichever com• first, provided there Is no other similar lnslnnce avail- able to that organization. b. Paragraph L of this provision I. does not apply to 'bodily Injury" or •property damage• for which an •in- sured" I■ also an "Insured• under any other automobile polcy or would be an •insured" under such a poff- cy, but for Its termination or the exhaustion of ltl Umlt of Insurance. 7. COMMUNICATIONS EQUIPMENT L The exclusion for electronlc equipment under Exclu■lon■ of SECTION Ill -PHYSICAL DAMAGE COVERAGE does not apply to lou of any permanentfy lnllalled, non-removable communfcadons equip- ment designed for use as a: 1. Citizen's band radio; 2. Two-way mobile radio or telephone; 3. Scanning monitor receiver; or 4, GPS Navigation System, Including Its antema and other accessories. b. No Deductible applies to this addlllonal coverage. c. The most we will pay for this 00Yerage II $5,000 per occurrence. 8. DIMINUTION IN VALUE The •diminution In value• exclusion under SECTION Ill -PHYSICAL DAMAGE COVERAGE, B. Exclusions does not apply If the covered -.u10" la a private passenger •auto" and Is leased, rented, hired or borrowed without a driver for a period of 30 days or leu and la used In the conduct of the Insured'• business. The most we will pay for •1oaa• arfslng out of an •acc1<1enr II the leaser of $7,500 or 20% of the actual cash value of the •auto• as determined by Keley Blue Book or other Independent valu■Uon sources. 9. DRIVE OTHER CAR-EXECUTIVE OFFICERS a. The Who I■ An Insured provision under SECTION 11-LIABILITY COVERAGE la amended to Include: If you n designated In the Declaratlona as: 1. An Individual; you and yoll' apoun. 2. A partnership; yow par1ners and their apou1e1. 3. All organization other than an lndlvldual or a partne11hlp; your "executive offlce11" and their spouses. b. SECTION II -LIABILITY COVERAGE anct SECTION Ill -PHYSICAL DAMAGE COVERAGE are ex- tended to Include "autos• you don't own, hire, lease or borrow white In the care, custody or conlrOI of an -inaul'lld• Hsted In I.a. Thi• does not Include any •auto": 1. Owned by any "Insured" Hated In 9.a., or any member of their hou•hold, Including any such •auto• that Is owned but not Insured; 2. Uled by an •1naured9 Hated In 9.a. whUe working In the business of selling, aervldng, repalrfng or parking autos; or 3. ln1urad under another policy of Insurance. If Medical Payments, Unln11Jf'8d/Underlnaured Motorist, Personal Injury Protection or other compulsory coverages required by the governing Jurisdiction are covered on this policy, then Insureds Hated In 9.a. above and famUy members residing In the same hoUseholdt are "Insureds" whUe: 1. Occupying as a passenger; or 2. A pedesbian when atruck by, any "auto" you do not own, hire, lease or borrow, except any •auto" owned by that "insured" Hated In I.a, their family members or an "auto" Insured under any other policy. c. The llmlta and deductibles applicable to this provision will be the largest applicable to any owned •auto" for the specfflc lnatnnoe. Page2of5 lncludea capyr1ghted material or lr-.1D1101 Ser\llca 0fflce, Inc. ec,p,,,tght 2004, OneBeacon lnsura1101 Group LLC VCA20101 ot d. The foUowlng definition Is added to the DEFJNmONS secllon of the policy: •Executive officer" means a person holding any of the officer positions created by your charter, consti- tution, by-laWI or any similar governing document e. The other Insurance Condition, under Section IV -BUSINESS AUTO CONDITIONS, doea not apply to the provisions of this Oliva Other Car endorsement There 11 no •other Insurance" applicable to this en- dorsement. 10. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Under SECTION IV -BUSINESS AUTO CONDITIONS -the Dutf&1 In The Event Of Accident, Clalm, SUit Or Lon Condition Is amended as followa: The requirements that you mull: •· Notify us of an •accident", dalm, •suit" or "1011"; and b. Send us doclmenll concerning a dalm or •sutr, apply only when such "aa::ldenr, dalm, •sur or "loss" Is knoWn to: •· You, If you are an lndlvldual; b. A partner, r you are a partnership; c. An executive officer of the corporation or Insurance manager, If you are a corporation; or d. A manager, If you are a lmlted llablllty company. 11. EMPLOYEES AS INSUREDS The Who Is An Insured provision under SECTION II -LIABILITY COVERAGE la changed by adding the fol- lowing: Any "amplc,yee" of yours while using a covered •auto• you don't own, hire or borrow In your bualneas or your personal affairs. This coverage Is excess over any other coNectlble Insurance. 12. EMPLOYEE HIRED AUTOS The following Is added to the Who I• An lnauNd Provision: An "employee• of youra 11 an ,naurad" whle operating an "auto" hired or rented under a contact or agreement In that "employee's" name, with your pennlsslon, while performing duties related to the conduct of your busl- neas. For purposes of this coverage grant, paragraph 6.b. of the other Insurance Condition In the Buslnees Auto Coverage Form Is replaced by the following: b. For Hired Auto Physical Damage Coverage, the following are dHmad to be covered "autos" you own: 1. Any covered "auto• you lease, hire, rent or borrow; and 2. Any covered "auto• hired or rented by your •employee" under a contrad In that Individual •employ- ee••~ name, with your pennlsslon, while performing duties related to the conduct of your business. However, any •auto• that Is leased, hired, rented or borrowed with a dlivar Is not a covered •auto•. This coverage Is excess over any other collectlble Insurance. 13. FELLOW EMPLOYEE EXCLUSION The FeRow Employee exclusion under SECTION II -LIABILITY COVERAGE does not apply If the "bodily In- Jury" results from the UM of a covered "auto• you own or hire. Thia coverage la eXC881 over any other Insur- ance. 14. GLASS REPAIR-WAIVER OF DEDUCTIBLE Under paragraph D. -Deductlble -of 8EC110N DI -PHYSICAL DAMAGE COVERAGE, the following Is added: No deductible applies to glass damage r the glass Is repaired rather than replaced. 18. HIRED AUTO-PHYSICAL DAMAGE COVERAGE If Ind "IUtol" n COYen9d "aulDI" under SECTION n -UABILJTY COVERAGE nl r Comlfthenllve, Speci- fied c .... of Loa, or eo•1on coverages are provided Lr1Cler this pollcy for any "auto" you own, then SECTION II-PHYSICAL DAMAGE COVERAGE Is exlandad to "alb" you hire, subject to ttw followlng llmt The most we wlll pay for ioss" to any hired •auto• Is the lesser of: •· $76,000 for "autoa• of the private passenger type and $60,000 for all other "autos•; VCA20tot ot lncludel copyrlglud material of lneuranca ServlC8I Olllce, Inc. Copyright 2004, oneeeacan IIIIUl'IIIIGa Onlup LLC Page3of5 b. The actual cash value; or c. The coat of repairing or replacing It with other property of llke kind or quality. The deducllble wlll be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss• caused by fire or lightning. Subject to the above llmlt, deductible and exceaa provisions, we wlll provide coverage equal to the broadest coverage appHcable to any covered "auto• you own. We wlll also cover loss of use of the hired •auto" If the following conditions are met a. It results from an accident; b. You are legally Hable; and c. The leaaor Incurs an actual financial loss. The moat we wlll pay for this lou of use coverage la $1,000 per •accident". 18. LEASE GAP COVERAGE Under paragraph C. Umlt of Insurance -of SECTION Ill -PHYSICAL DAMAGE COVERAGE, the following ls added: If a covered •auto" Is leased, we wlll also pay the difference between the actual cash value of a covered "au- to" at the time of "1011" and the remaining balance on your leue If the following conditions are met a. The "auto• has a long tenn lean and Is covered on this policy. b. The leesor la added as an Addlllonal Insured In a written lease agreement. c. You are legally obHgated for the remaining balance. We wlll not pay for any amoura repn,senllng excess W9III' and ..-charges; addlllonal mileage charges; taxes; overdue pa~ents; penallel, Herest or charges rea"6ng from overdue paymau; or lease termlnallon f9es. 17. LIABILITY COVERAGE EXTENSIONS -SUPPLEMENTARY PAYMENTS Under SECTION II -LIABILITY COVERAGE, the Coverage Extension for Supplementary Payments Is re- vised as follows: a. The llmlt for the cost of ball bonds 18 amended to $3,500. b. The llmlt for reasonable e,cpenMI Incurred by the "Insured" la amended to $500 a day. 18. NEWLY FORMED OR ACQUIRED ORGANIZATIONS a. The Who Is An Insured provision under SECTION II -LIABILITY COVERAGE Is amended to Include as an "lnsuredu any organization thal la formed or acquired by you and over which you maintain majority ownership. b. Paragraph a. of this provision 18. does not apply to any organization: 1. That Is a Joint venture or partnership; 2. That IS an -insured" under any other policy; 3. That has exhausted Ill Limn of Insurance under any other pollcy; or 4. 180 days or more after Its acquisition or fonnatlon by you, unless you have given us notice of the ac- quisition or fonnatlon. c. Paragraph a. of this provision 18. does not apply to "bodily lriury" or "property damage• that reautts from an "accident" that occurred before you fonned or acquired the organization. 19. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES COVERAGE Under SECTION IU -PHYSICAL DAMAGE Coverage Extensions, the linlt for Transportation Expenses Is amended to $75 per day and the maxmun Is amended to $2,250. 20. RENTAL REIMBURSEMENT We wlll pay for rental relmtusernent e>epense1 lncur8d by you for the rental of an "autxl' of the private pasaenger type becaUle d "loss" to a "covered auto• of the p1val8 passenger type. Pa~ent applies In addtlan to the other- v.4se applicable amount of each coverage you have on a "covered auto". No deductlbles apply to this coverage. We wlll pay those expenses Incurred during the poncy period beginning 2-4 hours after the •1011" and ending, regardless of the policy's expiration, •Ix (8) days after the "loss". Page-4 of5 lncludel copyitghted matert,i of ninnce SeNk:81 omce, Inc. Copyright 2004, OnlBNcon 111111,ance Gnlup LLC VCA2010101 Payment Is limited to the lesser of lhe following amounts: 1. N10esaary and actual expenses Incurred. 2. The maximum dally payment of $25 for any one day. This coverage does not apply while there are spare or reserve •wtoa" available to you. If "loss" 188Ults from lhe total theft of lhe private passenger "auto•, we wlll pay under this coverage only that amount of your rental reimbursement expenses which Is not already provided for under the PHYSICAL DAMAGE COVERAGE Extension. 21. TOWING -COVERED AUTOS Under SECTION HI -PHYSICAL DAMAGE COVERAGE, Coverage for Towing Is amended as follows: a. This coverage applies to any covered "auto• for which a premium charge for towing and labor Is shown in the SchedUle or In lhe Declarations. b. The llmlt Is $100. VCA2010101 lncludal copyrighted materlal c# nurance ServlcN Otllcl, Inc. Copyright 2004, OneBucon IIIIUrallCI Group LLC Client#· 1101881 AVISYS ACORD"' CERTIFICATE OF LIABILITY INSURANCE I DATE IMM/DD/YYYYJ 3/27/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT"AFFIRMATIVEL Y OR NEGATIVELY AMEND, EXTEND OR Al TER 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 certfflcate holder Is an ADDITIONAL INSURED, Iha pollcy(le■) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the term• and condition■ of the pollcy, certain pollcle■ may require an endor11ment. A statement on this certificate doe■ not confer any rlghtt lo the carllflcate holder In Heu of such endorsement(■). PRODUCER ra L:"'' USI Insurance Services, LLC aw fo bll: 701 989-7675 Im~ Nol: 877 411-6097 4207 Boulder Ridge Road Suite 225 ~ :. ••• lesley.bentzaual.com Bismarck, ND 68503 INIURl!IIIIJ AffOROING COVERAGE NAICf INSIIRERA: AU..k•,-.._,.,, _ _,.,., 27154 INSURED INIURER■: AVI Systems, Inc. INSURER C : 8019 Bond Street Lenexa, KS 66214 INIURERD: INIURl!RI!: INIURIAF: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVEBEENISSUEO TOTHE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTtER DOCUMENT WITH RESPECT TO v.tt!CH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, Tl£ INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS ANO CONDITIONS OF SUCH POLICIES. LIMITS SHO'M'I MAY HAVE BEEN REDUCED BY PAID CLAIMS. l'W' TYPE 01' INIUIIANCli •H• ~ POLICY NUMll!R ~r ~ UMITI A ~ COMMIRCIAL Gl!NIIIIAL UAIIIUTY 7110081910012 ~4/01/2018 04/01/2011 EACH OCCURRENCE ,1.000 000 D ClAIM&-MADE ~ OCClll I -·~~ ,1.000000 -~-~~K1'<0 ---MED EXP,,.__......,.., ,10.000 -PERSONAL & ArN INJURY s1 000.000 -GENi. AOORECV.TE LIMIT APPUES PER: OENERALAOOREO,.TE ,2000,000 ~POLICY~~ ~LOC PRODUCTS -COMP/OP AGO ,2000,000 OTHER: • A AUTOMOBILE UA81LITY 7110081910012 -I 04/01/2018 04/01/2011 ........ 11 000.000 ~ »IVAUTO 80DIL y INJURY (PW pMOII) $ m>OM.v ~ SCHEDULED IODILY INJURY IP• acddtnt) S -AtJrOS ~ mo,u y NON-OWIED r~!..r->" ' AUTOSDNLY ' A ~ Ull■R&l.LA UA■ ~OCClll 7110081910012 1)4/01/2018 04/01/201! EACH OCQJRRl!NCE ,10000.000 EXCEIILIAI ClAIIIS-MADE AGGREGATE ,10 000.000 """ I xi RETENT ..... sO s A WORKl!III COMPl!NIATIOH 4060169150011 04/01/2018 04/01/201E X 1~-ITI: I 19!H-AND EMPLOYEIII' LIAIIUTY y / N ,1.000 000 ~~Yr~ECUTIYE[ID N/A E.L. EACH ACCIDENT IMlmlllCWy In NH) E.L. DISEAS£ • EA EMPLOYEE s1.000 000 ~=~OPERATIONS below E.L DISEASE • POLICY LIMIT s1 000.000 A Technology E&O 7110081910012 04/01/2018 04/01/2011 Occurrence $3,000,000 Aggregate $3,000,000 DEICIUPTION OF OPERATIONS/ LOCA TIONI / VEHICLIEI (ACORD 111, Adtlltlon1I R11111rk1 lchadule, 1111y •• attached If more •pace I• r1qulNd) Certmcate Holder le Included as an Addltlonal Insured re General Llablllty. CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1635 Faraday Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Carlsbad, CA 92008-7314 AUTHORIZl!D Rl!PRl!HNTATIV£ ~--_a I \ ~ 1988-2015 ACORD CORPORATION. All rights n1■erved. ACORD 25 (2018/03) 1 of 1 The ACORD name and logo 1n1 n1gl1tered marks of ACORD #S22782211/M22768636 LKMZP . Policy .Number: 7110081910012 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. KANSAS @VANTAGE FOR GENERAL LIABILITY TECHNOLOGY COMPANIES Thia endorlement moc:lftel illurance provided under the folloYt1ng: COMMERCIAL GENERAL UABILrTY COVERAGE FORM The following schedule a,111 the coverage extensions provided by this endorsement. Refer to the lndMdual provlllons to detennlne the extent of your coverage. SCHEDULE OF COVERAGE EXTENSIONS 1. Addltlonal lnsuntd • Broad Form Vendors 8. Coverage Terrttory-Worfdwlde 2. Addillonal Insured -by Contract, Agreement or 9. Dutlel In Event of Occummc:e, Clalm or Sult Permit relating to: 10. Expected or Intended Injury (PD) o Work performed by you 11. Incidental Medical Malpractice o PNll'lllsea you own, rent. lease or occupy 12. Medical Payments o Equipment you lease 13. Mobile Equipment Redefined 3. Aggrwgate Limit Per Location 14. Newly Acquired or Fonned Organizations 4. Blanket Walv8r of Subrogation 15. Non-Owned Aircraft &. Bodily Injury Redefined-Mental Anguish 18. Non-Owned Watercraft 8. Broadened Named lnaured 17. Pel"IOnal and Adve1111lng Injury 7. Broadened Property Damage 18. Product Recal ExpenN o Borrowed Equipment 19. Supplementary Pllymenls Increased Umlfs o c..iom .. • Goodl o u.. or eevators 1. ADDITIONAL INSURED -BROAD FORM VENDORS 8ectlon II -Wllo 18 An IMured II amended to Include as an addltlonll lnsuted any peraan(s) or orgenlz.allon(s) (referred to below as vendor) with whom you agreed In a wriltan conlract or agreement to provide Insurance, but only with reaped to •bodly Injury" or "property damage• ar111ng out of "your producta" \\t1k::h are dlllrlbuted or told In the regular COi.iN of the vendor's bUllness, subject to the follov.1ng eddllfonal 8JCdullona: a. This pn,vlllon 1 • does nat apply to: (1) •Boc11y Injury" or •property damage" for which the vendor ts oblgated to pay damages by reason of the aawnplion of llabllty In a conlract or as,eement. This exduslon does not apply to lability for damages that h vendor would have In the absence d the contracl or agraement: (2) Any 8,cpntSI or Implied agreement not authorized by you; (3) Any physical or chemical change In h product made lntenllonally by the vendor; (4) Repackaging, except \\tlen unpacked solely for the purpose of lnspecllon, damonatraaon, lellUng or the aubltllullon of parta Wlder lnStructlona from the manuraclurer, and then repeckeged In the ortglnal container; (5) Any faHlft to make such Inspections, adJustments, tests or servlmg aa Iha vendor has agraed to make or normally undertakel to make In the usual courM rA busln8'1, In connection with the dfllributlon or Ille of the procun; (I) Demor11batlon, Installation, servicing or repair operations, e>apt such operations performed at the vendor's premises In comecdon with the 181e of the product; (7) Produc:IS which, after dlatrtbutlon or Ille by you, have been labeled or relabeled or UNd as a container, part or Ingredient of any olher thing or substance by or for the vendor; or (8) •eodlly Injury" or •property damage• arising out of the sole neglgence rA the vendor for Its own acts or omllllons or lhole of 11B employees or anyone elle acting on 11B behalf. Howavar, 1h11 exclusion does not apply to: VCG 745 KS 1113 Includes cop~ted maflllfal of lnuanca SelVlcaa Ollice, Inc. Copyilght, OneBHcan lnauranoa Group LLC E-INSURED Page 1 of8 (a) The exceptions contained In &mparagraphs 4. or&.; or (b) Such Inspections, adjustmenta, 1811s or servicing as the vendor has agreed to make or namally under1akea tc> make In the usual course of business, In connection with the dlltrfbullon or sale of the products. (9) Any vendor, person or organization If the •pnxtucts-c:ompleted operations hazard" Is excluded either by the provl&ionll of the CO\ferage Form or by endorlement. b. Ttis Insurance does not apply to any Insured peraon or organization, from whom you have acquired such pruducts, or any lns,edlent. part or container, entering Into, accompanying or containing such producls. 2. ADDITIONAL INSURED-CONTRACT, AGREEMENT OR PERMIT a. Section 11-Who 19 An lnaunNf 18 amended to l1clude as an additfonal lnaured any person(&) ar organization(&) with wham you agreed In a \Mitten contract, written agreement or permit to provide Insurance such -ii afforded under 1h11 Coverage Part 1. wllh respect to llablllty for •bodily Injury", •property damage" or "personal and advertising .,._.ry" caused, In whole or In part, by your acts or om~ or the acts or omissions of those acting on )'Oll' behalf: (a» In the perfonnanc:e of "your W0fk" for the additional lnaured(s) at the locallon designated In the oonlract, agrNmn or penntc; or (b) In the maintenance, openltion or used equipment leased to you by such pel'IOR(a) or orgaruatlon(a), or (c) In cxr.-..edlon wllh p,wnlses you awn, rant. lease or OCC14>Y. 2. with respect to llabRlly for "badly Injury" or •property damage" caused, In whole or In part. by your acts or omllllona or the aclB or omllllona of those acting on your behalf and oocuntng all8r: (a) All work on the proJect (other than tefVlce, maintenance or rapalra) to be performed by or on bahalf of the additional Insured at the site of the covered operation, ha• been complell9d; or (b) That por11on of "your work" out of which the Injury or damage arisel has been put to 1111 kllllnded use by any peraon or orgmllzallon olher than another eo111ract0r or IIA>cor1tractor engaged In ~ operallona for a prlrq,al u pat of the amne project. This lnairance applies on a prina,y or pdmay and non-contributory balls If that Is required In 'Miting by the conlract, agn,emn or perrntt. b. The lnaranc:e provided to the addHional Insured heran Is limited. This lnlllWlCe does not apply: 1. Uliela (a) the written c:ontract, agreement or permit Is cul19Jllly In effect or becomes decllve cuing the term of this poUcy, and (b) the C0l'1lr8Ct or agreement was executed or permit Issued pr1or to the "bodDy Injury", "property damage•, or "penional and advertlalng lnjl.ly"; 2. To any person or organization Included as an Insured under the Additional lnsurad -Broad Form Vendors provision of this endonsemeri; 3. To any per1on or organization lnckJded as an Insured by an endoraemant luuad by us and made part of this Coverage Part: 4. To any person or organll.allon If the "bodily l'lury", "property damage", or "personal and advertising Injury" arlael out of the randerfng of or fallunt to render any profasalonal an::hlteclural, engineering or surveying eervlcee by or for you lndudlng: (a) The preparing, approving, or faffing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and apecfflcatlons; or (b) Supervisory, lnapedlon. archlteclurat or ercitneerlng actlvillea. 5. Toany: (a) Leuor of equipment after the equipment lease terminates or explras; or VCQ 741 KS 1113 Includes eapyrlghlad maledal of lnaul'Bfl()9 SelVlcea Offlc:e, Inc. Page2of8 Copydght, OneBeacon Insurance Gniup LLC (b) Owners or olher lnlarelta from whom land has been leased; or (c) M,ngers or lelsont of pranlses If: (1) The •occummce• takes place after you cease to be a tenant In that premises; or (2) The "bodily Injury", •property damage•, "per1onaf and adver1fslng Injury" arllel out of lfructural atteratlonl, new c:onetrudlon or demolllion operations perfom1ed by or on behalf of the manager or lessor. c. Limb of Insurance applicable to the additional Insured are those speclfted In the contract, agreement or permit or In the Declarations of this policy, whichever la leaa, and fix the most we IMII pay rega,dles8 of the m.111berat. 1. Insureds; 2. Clalm• made or •suits" brought; or 3. Persona or organfzatJons making clalms or bringing •slitl". These Umlll of Insurance are lnduslve of and not In addition to the Umltl of Insurance shown In the Declarallons. 3. AGGREGATE LIMIT PER LOCATION •· Under Section 11-UrnfC9 of Insurance, the General Aggregate Limit applies Hplll'lllely to each of your "localiOns· owned by or rented or leased to you. b. Under Section V -o.tlnltlon, the following dellnlllon Is added: ·Location• means preml888 Involving the same or COMecting Iott, or preml8el whoee connection II lntemlpbld only by a street. roadway, waterway or right-of-way of• rallroad. ,. BLANKET WAIVER OF SUBROGATION Section IV -Tran•r of Rights of Recovery Against othera to Us Condition Is amended to add the following: We Yeti waive llll'J right of f801MHYM may have against 8ff/ pnon or organization becal11e cf paymenls we make for fnjlly or damage arlu1g out cf your ongoing operatlont done under a written conlrllct or agreement with that person or organization and Included In -your work" or lhe "produds-compleled operallorls hazard". This waiver applies only to persons or organlzdons with whom you have a wrllllln cortract. executed prior to the "bodHy lnjwf or •property damage-, that requires you to waive your~ of recovery. &. BODILY INJURY REDEFINED -MENTAL ANGUISH Under Section V, the definition of "bodily Injury" Is replaced by the following: "Bodily Injury" me .. bodily Injury, alc:knen, or disease suatalned by a person, Including mental anguish or dealtl resulting from any of these at any time. I. BROADENED NAMED INSURED Section II -Who la An Insured Is amended to Include as an Insured the following: Any organization which Is a legaUy Incorporated entity In which you own a tlnanclal Interest of more than &O percent of the voting stock on lt1a effecllve date of 1h18 endorsement wUI be a Named Insured until the 180111 day or the end of the policy period, whichever comes first, provided there Is no oltler similar Insurance available to that organization. The lnaurance afforded herein does not apply to any entity which Is also an Insured under another policy or would be an Insured under such policy but for Its tennlnatlon or lt1e exhaustion of lt8 llmfts of Insurance. VCG 7411<81113 Includes copyrighted malarial of lneurance Servlcaa Olllce, Inc. Page3of8 Copyright, OmtBucon 1-,rance Group LLC 7. BROADENED PROPERTY DAMAGE -BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The Insurance for "property damage• llablllty Is subject to the following: •· The Damage To Property exclusion under Section I Coverage A Is amended as follows: 1. The exclusion for personal property In the care, custody or control of the Insured does not apply to "property damage• to equipment you borrow while at a job site and provided It Is not being used by anyone to perform operations at the time of loss. 2. The exclusions for (a} Property loaned to you; (b) Personal property In the an, custody or control of the Insured; and (c) That partfallar part of any property that mutt be restored, repaired or replaced because "your work" waa lncorredly perfonned on It do not apply to •property damage• to •customers' goods" while on your premises nor do they apply to •property damage• arising from the use of elevators at premises you own, rent. lease or occupy. SUbject to the Each Occurrence Limit, the most we wlll pay for "property damage• to "Customers' Goods" Is $35,000 per •occurrence•. b. Under 8ectlon V -Deflnltlons, the following definition Is added: •customers' Goods" means goods of your customer on your premises for the purpose of being: 1. Repaired; or 2. Used In your manufacturing process. c. The Insurance afforded by this provision Is excess over any other valld and collecllble property Insurance (Including any deducllble) avaUable to the ln8ured whether such Insurance Is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance -Exceu provisions In the COMMERCIAL GENERAL LIABILITY CONDITIONS. 8, COVERAGE TERRITORY -WORLDWIDE The definition of •coverage territory" Is replaced by the following: "Coverage territory" means anywhere provided the Insured'& responslbHlty to pay damages must be detennlned In a settlement we agree to or In a "suit" on the mertts brought within the United States of America (Including Its tenttori• and pouesslonl), Puerto Rico or Canada 9. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Section IV -DullN In The Event Of Occumtnce, Claim or Sult Is amended by adding the followlng paragraphs: L The requlntments that you must 1. notify us of an ·occurrence• offense, claim or "suit" and 2. send us documents concerning a dam or ·sur apply only v.nen such "accident" claim, ·sutr or ·1oss• Is kn0'M1 to: 1. You, If you are an lndMctlal; 2. A partner, If you are a partnership; 3. An executive officer d the corporallon or lnslnnce manager, If you are a corporallon; or 4. A manager, If you are a llmlted llablllty company. b. The requirement that you must notify us as soon as practicable of an "occurrence• or an offense that may result In a claim does not apply If you report an •occurrence• to your workers compensation l~er which later develops Into a llablllty clabn for which coverage Is provided by this policy. However, as soon as you have definite knowledge that the particular "occurrence• Is a llablllty claim rather than a workers compensation clalm, you must comply with the Duties In The Event Of Occunence, OffenH, Claim Or sun Condition. VCG 7.a KS 1113 lncluclea copyrtghled material of lnturance Services Office, Inc. Page4of8 Copyright, OneBe■con lnsuranc:e Group LLC 10. EXPECTED OR INTENDED INJURY (PROPERTY DAMAGE) The Expected Or Intended lnJury exclusion under Coverage A Bodily Injury and Property Damage ls replaced by: "Bodily lf1urt or "property damage• expected or Intended from the standpoint of the Insured. This exclusion doe• not apply to "bodily lnju,Y-or "property damage• resulting from the use of re&IOt18ble force to protect persons or property. 11. INCIDENTAL MALPRACTICE -EMPLOYED PHYSICIANS, NURSES, EMT'8 AND PARAMEDICS L Under Section II -Who la An Insured, the paragraph that excludes an employee or volunteer worker as Insured tor "bodily lnJu,t or "peraonal and advertlllng lnju,Y-artllng out of hll or her providing or falling to provide profelllonal health c:ara l8Nfcel does not apply to a physician, dentist, mne, emergency medical technician or paramedic employed by you If you are not engaged In the bullneu or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing senric:es. b. The Insurance afforded by thll provision Is excess over any Olher valid and collecllble Insurance whether such nurance la primary, exceu, contingent or on any other basl1. Afr/ payments by us wtrr foDow the 0lher Insurance -Exceu Insurance provlelons In the COMMERCIAL GENERAL LIABILITY CONDITIONS. 12. MEDICAL PAYMENTS -INCREASED UMrr& AND TIME PERIOD In the ll"ll\lflng Agreement ll1der Coverage C Medlcll Paymenls, the requirement that expenses 81'8 Incurred Md reported to us \\flhln one year c:A the date c:A the accident Is changed to thl'8e )118f'1. L The Medlcal EJcpenl8 Unit Is $15,000 per person or the 8fflOllrt lhown In the Declarations as the Medical Expa,18 Umlt, whichever II greater. b. This provlllon 12. doa not apply ff Coverage C-Mldlc:al Payments Is othawlse excluded eltfs by the provhtJons of the Coverage Form or by andorlMJent. 13. MOBLE EQUIPMENT. SELF.PROPaLED SNOW REMOVAL. ROAD MAINTENANCE AND STREET CLEANING EQUIPMENT The folowlng Is added to the "mobile 8CM)fflenl" definition: Vehlclet maintained primarily for purposes other than the transportation of pel'IOl'II or cargo that 81'8 self. propelled vehk:les of less than 1,000 pounds gross vehlde weight Yt4th the following types of permanently attached equipment wll be considered "mobile equipment": •· Snow remove~ b. Road m8lnlanance, but not constructton or resurfacing; or c. Stn,el cleaning. 14.. Nl!WLY FORMED OR ACQUIRED ORGANIZATIONS Under 8ecllon II -Who le An lnauNd, the time period !Imitation for newly acquired or formed cxganlzations 19 replaced by: Coverage under ttis provision la afforded only until the end of 1he current policy period. 11. NON-<>WNED AIRCRAFT The Aln:raft, Auto Or Watercraft exclusion under Coverage A Bodlly Injury And Property Damage LlabUlty does not apply ID an aircraft that Is: 1 Hired, chartered or loaned with 8 paid crew; and 2 Not owned by any ln8Ul'8d. VCO 741 KS 1113 lncluda copyifgtad ma18rlal of lnau,ance Services Ofllca, Inc. Copyright, OneBeacon IRIUrance Group LlC Page5of8 L The lnsLnnCe afforded by this provision 11. ls exces8 over any other valid and collectible Insurance (lncb:flng any deductible or Self lnllnd Retention) available to the Insured, whether such intll8nce Is prtrna,y, excess, contingent or on any other basis. Ally paymenll by us will follow the Other Insurance - Excell Insurance provisions In the COMMERCIAL GENERAL LIABILITY CONDmONS. 18. NON-OWNED WATERCRAFT •· Section II -Who II An lnsunKI Is amended to Include as an Insured for any watercraft that Is covered by this polcy, any peflOf'I who, with your e>epr8118d or Implied consent, either uses or Is n,sponslble for the use of a watarcratt. However, no peraon or organlzalon Is an ln8tl'ed with respect to: 1. •Bocf11y Injury" to a co-•employee" of the peraon operating the mdacraft; or 2. •p,operty dsnage" to property owned by, rented to, In the charge of or occupied by you or the employer of any person who la an lnstnd lnder this provision. b. In the exception to the Aircraft, Auto Or Waten:raft exdullon under Coverage A Bodlly lnJury And Pn,perty Damage Uablllty, the llmltallon on the length of a wateiallft Is lnaeased to 65 feet c. The !nuance afforded by this provision 11.11 8xtell over any other valid and colledlble Insurance (Including any deductible or Self lnuecl Retanllon) available to the Insured, whether IUCh lnuance Is primary, excess, contingent or on any other basis. Ally paymenll by us will follow the Other Insurance - Exceu Insurance provisions In the COMMERCIAL GENERAL LIABILITY CONDmONS. 17. PERSONAL AND ADVERTISING INJURY Toe followlng exclusions under the definition of "personal and advertising Injury" .. emended as foll<Ms: a. ln111rwd• In Mtdll Type Bu.In .... •personal and advertising Injury" committed by an Insured whole bullneas Is: (1) Advertising, broadcasting, publishing or telecutlng; or (2) Designing or developing content of websites for others. However, this exduslon does not apply to paragraphs 14 •·• b. and c. of •personal and advertising Injury" under the Deflnltlona Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you Is not by Itself, considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatroorne Or Bull.Un Board• •personal and advertising Injury" arising out of an electronic chatroom or bulletin board the Insured hoa, owns, or maintains for others. 18. PRODUCT RECALL EXPENSE With respect to this Provision 18., the Recall Of Products, Work Or Impaired Property exclusion under Coverage A Bodlly Injury And Property Damage Liability la deleted. L The following ts added to 8ectlon Ill -Umlta Of lnaur■nce section: 1. The Limits of Insurance shown In the Product Recall Schedule and rules below fix the most we wlll pay regardleas of the number of (a) Insureds; (b) •covered rec■11s• Initiated; or (c) Number of •your products" racalled. 2. The Product Recall Aggregate Limit ls the most we will reimburse you for the sum of all "product recall expenses" Incurred for all •covered recalls" Initiated during the policy period. 3. Subject to 2. above, the Each Product Recall Limit Is the most we wlll relmburH you for the sum of all •product recall expenses• arising out of any one •covered recall" for the same defect or deflclency. VCG 745 KB 1113 lncludea capyrlghted material of lnaurance SeNlcel Office, Inc. Page6of8 Copyright, OnlBeacon lnaurwtce Group LLC 4. Subject to 3. above, we wlD pay cnly the amount of •proctuct recall expenses• In excess d the deductible anount shown In the Product Recall Schedule. Produc19 Rec1H 8chedule Product Recall Aggregate Umlt Each Product Recal Umlt Each Product Recal Deductible S 1,000 Umlbl of Insurance $50,000 $25,000 If any llmltl and deductible other than those above are aho'Mt In the Declarallona • the Productl Recall Expense Limits, the amounts lhown In the Declandiona wlD replace the Limits of Insurance and deductible provided for this coverage. The. Limits of Insurance for thlt coverage apply separately to each consecutive annual period and to any remaining perfod of INI than 12 months, starting with the beginning of the policy period shown In the Declarallona, unleaa the poUcy period la extended after laauance for an additional period of lea than 12 months. In that case, the addllfonal period will be deemed part of the last preceding perfod for the pu,poH9 of detennlnJng the Limits of Insurance. b. The following la added to the Duties In Th• Event Of Occurrence, Offen••• Clalm Or aun provision under Section IV • Conditions: You must IN to It that the following .-e done In the event of an actual or anticipated •cowred recar that may result In •product recall expense•: 1. Give us prompt notice of any discovery or notification that "your producr must be withdrawn or recalled. Include a deecriptlon of "your product" and the reason for the withdrawal or recall; z. Cease any further release, shipment. consignment or any other method of distribution of Ike or almDar products until It has been determined that all such products are free from derect8 that could be a cause of Iola under 1h11 Insurance; 3. As oft8n •maybe nlUOl18bty requl'9d, permit us to Inspect "your product" that demorwtndes the need for the •covered recall• and permit us to examine your books and records. Also pennlt us to take damaged and undamaged umplea of •your products• for Inspection, tHllng and analysis; and pennlt us to make copies from your books and records; 4. Send us a signed, sworn, proof of loss containing the lnfonnatton we requested to settle the dalm. You must do this witlm 80 days after our request. We will supply you with the necessmy fonna; and &. Pennlt us to examine any lnsu'9d under oath, while not In the presence of any other Insured and at such times as may reasonably be requl'9d, about any matter relating to this Insurance or your clalm, Including an Insured'• books and records. In the event of an examination, an Insured'• answars must bealgned. c. The following definitions are added to the Deftnltions Section: 1. "Covered recall" means a racall made rtecellBry because the Insured or a government body has determined that a known or suspected defect, deficiency, lnadeqUacy or dangerous condition In "your prodd hat resulted In or will result In "bodily Injury" or "property damage•. z. "Product Recall Expense• means: (a) The following nece8Ary and reasonable expenses you Incur exclusively for the purpose of recalllng •your product": (1) For cammunlcationl, lnctudlng rado or televlllon announcemenll or printed advertlsemenll Including lfdonery, envelopes and postage; (2) For shipping the recaUed products from any purchaser, dlatrlbutor or user to the place or places desigllaled by you; VCO 741 KS 1113 lncules ccpyrlghled mallllrlal of lnauranoe Services Olllce, Inc. Page7of8 Copyifght, OneBe1C011 l111ur1nce Gmup LLC (3) For remuneration paid to your regular •employees• for necessary overtime; (4) For hiring additional persons, other than your regular "employees•: (6) Incurred by •employees•, Including transportation and accommodations: (6) To rent additional warehouse or storage space; or (7) For disposal of "your products•, but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily Injury" or •property damage• as a result of such disposal, but •product recaa expenses• does not Include C08IB of regaining yow ma,t<et shin, goodwill, revenue or profll (b) "Product Recal Expense" does not Include any expensee resullfng from: (1) Fabe d any product lo -.:complilh Ill Intended p...-pose; (2) Breach of warranties rl fitness, quality, durability or performance; (3) l.osl of a.atom« approval, or any cost lnmred to regain aJStDmer approval: (4) Redlltrtbutlon or replacement of "you' product" which has been reeded by like prockm or sub8tllutes; (5) Caprice or v.twn rl the lnand; (6) A condition likely to cause loss of which any lnsu-ed knew or had l'88IOn to know at the lncepllon of 1h11 inllnl1ce; and (7) Recall r:l "your products" that have no knolNn or suspecmd defect IOlely because a known or suspec:led defect in 8l10lher or •your products• has been folnl 19. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS Under Section 1-Cov•rag•, Supplementary Paymenta-Coverag• A and B, paragraphs 1.b. and 1.d. ara replaced by the followlng: b. Up to $2,500 for cost r::I ball bonds required becaUse of accidents or traffic law vlolatlons arising out of the use of any vehicle to which the Bodily lnjl#)' Liabllty Coverage applies. We do net haVe to Amish these bonds. d. Al reasonable expenses Incurred by the Insured at OU" request to aulSt i..-In the Investigation or defense r:I the claim or •suit", Including actual loss of earnings ~ to $500 a day because of tine off from work. VCG 745 Kl 1113 lncludN ~hted material of lnaurance Servlcaa Office, Inc. Page 8 of8 Copyright, OneBlacon lnaurance Group LLC WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attached clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on Apr i 1 01, 2018 at 12:01 A.M. standard time, forms a part of (DATE) Policy No. 406-01-69-15-00ll of the Atlantic Specialty Insurance Company (NAME OF INSURANCE COMPANY) issued to AVI SYSTEMS, INC. Premium (if any) $ Endorsement No. Authorized Representative We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2. oo % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description ALL PERSONS OR ORGANIZATIONS ON FILE WITH THE INSURED WC 262 (04 84) Copyright 1984, OneBeacon Insurance Group LLC E-INSURED