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Home My WebLink AboutAVI Systems inc; 2018-05-25;AGREEMENT FOR AUDIO VISUAL SERVICES FOR SCHULMAN AUDITORIUM AVI SYSTEMS INC. RECITALS A. City requires the professional services of an Audio-Visual Company that is experienced in Audio Visual technology. B. Contractor has the necessary experience in providing professional services and advice related to Audio Visual technology. C. Contractor 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 attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one-year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be not-to- exceed Forty-Three Thousand Eight Hundred and Fifteen dollars ($43,815). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed Forty-Three Thousand Eight Hundred and Fifteen dollars ($43,815) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to 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. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 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. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. 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 Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. 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 For Contractor Name Ryan Walsh AVI Systems Inc., Title Account Manager Address 7270 Trade Street, Suite 102 San Diego, CA 92121-2384 Phone No. 858-653-4300 Email Ryan. Walsh@avisystems.com 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. 16. 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. Yesl8'.1 No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be non-binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, 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 information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement 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, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. 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 By: B .. (print name}title) (signhere) w. X~el/ AVP (print name/tit'le) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: ( b/YDG ~ Rl117rl~ ~ BARBARA ENGLESON ~v -..__ 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: ::uA A. B;r:;l[rney Assistant City Attorney "Exhibit A" SCOPE OF SERVICES This agreement is for professional services to complete outstanding audiovisual, production, distribution and lighting systems requirements for the City's Ruby G. Schulman Auditorium which remain from a recent upgrade project. Under this scope of work, Contractor will resolve open issues and servicing identified during closeout of that project including required corrections, non-conforming work, and work remaining to be completed in conformance with the original functional specifications, which are incorporated into this agreement for reference (Exhibit 8). The end product will be complete state-of-the-art, easily controlled and supportable AV, production and lighting systems in the Schulman Auditorium. On August 16, 2017, Contractor evaluated current systems and equipment in the Schulman Auditorium and provided a proposal based on existing conditions (Exhibit C). Contractor shall be the exclusive responsible contractor for the full performance of this work, including all product delivery, oversight and labor associated with the project, coordination with City, detailed engineering, project management, pre- installation, installation, warranty and post-installation maintenance, as defined in this proposal. Contractor will configure all materials, equipment, wiring, connectors, plates and other necessary parts, whether or not specifically listed or mentioned herein, to ensure a complete operating system in accordance with the intent of the functional specifications provided in Exhibit B. The audiovisual systems will be fully integrated and configured as a result of Contractor's work. A representative of Contractor is to inspect the job site for readiness prior to installation. Contractor will appoint an experienced project manager who will be responsible for assuring that a quality installation is accomplished in accordance with the specifications in a timely manner. Training identified in Exhibit C will be conducted in the Schulman Auditorium by Contractor to familiarize the City's operating personnel with the care, operating characteristics, and preventive maintenance of equipment specified and will include detailed descriptions of all controls, switches, indicators, keyboards, etc., which the operator will have at his/her disposal. Upon completion of work and Contractor testing, Contractor will demonstrate operation of the systems to City personnel for the purpose of acceptance of the systems and deliverables. Exhibit "B" Schulman Auditorium Functional Specifications -Original Project The Schulman Auditorium operating conditions, audio, video, control, production and lighting systems functional description is outlined below. Description The Auditorium audio, video, production and related control systems will be upgraded to utilize current, reliable and supportable technology to allow the City to support presentations, live performances and production requiring internal AV support and broadcast. The new Auditorium systems will include a large screen rear projection video display, sound reinforcement, audio and video recording, multiple cameras, additional controllable theatrical lighting instruments, complete theatrical and house lighting dimming and control and presentation or performance distribution to cable broadcast and online streaming. Integrated AV and lighting control systems will be used to allow easy and intuitive user control of the system. The control system is to provide full system control, including selection of systems control distribution, preset presentation and performance configurations, selection and control of source devices, presentation switching, audio, video, production system and lighting control. Facility electronic, electrical, millwork, structural and infrastructural design, engineering and modification are required to support the intended upgrade and are to be coordinated and verified by the AV Contractor as a part of this work. All existing equipment, systems, associated cabling, racks and operator console are to be removed prior to the start of construction in the space. Equipment identified to be reused and integrated into racks or the operator console is to be transported by the AV Contractor to the AV Contractor's facility for storage and implementation, configuration and testing in the new systems. Equipment identified to be reused, but only requiring removed for protection during construction and reconfiguration once the site is ready, will be coordinated with the City for appropriate storage during construction. AV Contractor will be responsible for transport and reconfiguration of said equipment. Equipment identified not to be reused is to be provided to the City for disposition. All wiring is to be dressed, terminated and labeled appropriately to allow efficient serviceability. Cable wiring management will be put in place for easy access, testing and servicing or replacement of devices and cables as needed. All cables, devices, outlets and connection points or plates will be labeled to be consistent with the as-built system drawings. Operating Conditions and Systems The Auditorium is used to support two basic types of live applications, presentations and live performances. The audio, video, control and lighting systems are designed to support several operating conditions within these applications. City Staff is responsible for City programs and interfacing and support of use of the facility by the community and other outside parties. Descriptive information of applications and high level functionality is provided below. i. Presentation The facility may be used for presentations of materials and lectures as well as movies and other offerings. The systems and facility may be used for City sponsored events operated by City Staff or by outside parties also controlled and operated by City Staff or directly by the outside party, based on determination by Staff and functionality required. The Auditorium will utilize a new high-brightness video projector with a short-throw lens capable of displaying full hi-definition 1080p images. The existing projection screens and projectors will be removed. The new projector, to be installed by others, will be installed in a rear screen configuration supported from the roof structure at the back of the stage area. The new projection screen will be installed by others in the location of one of the existing projection screens and is to have stage tie downs for use to prevent flagging of the screen from HVAC sources or when performances or other movement is active on the stage. The City will be responsible for installation of the projection screen and providing structural support and modification of the ceiling, lighting and HVAC systems to make accommodations for the new video projector. The AV contractor is responsible for all required coordination and verification of facility modification requirements to accommodate installation and optimum performance of the video display system as designed. The projection system will be used to display a single large presentation source image or a smaller sized and repositioned image, with a full-screen background, from any of the available computer or video input sources. Complete presentation control, including control of the projection system, image processor, selection and control of the sources to be displayed and lighting will be controlled by the integrated control system from any of the operator touch panels. The existing podium is to be reused and modified to include connectivity at the podium top for laptop PC HDMI, VGA and audio and a portable control system touch panel, built in transmitter for PC signals to the master routing system and an umbilical cable to connect the podium to a designated wall plate on the side stage wall. The systems are to be provided, configured and programmed to perform the following in support of presentations in the space: o Large screen rear projection of hi-definition video content on a 108" x 192" electric rolldown screen at the stage area o High brightness, hi-definition video projection utilizing a 12,000 lumen WUXGA video projector with short-throw lensing o Automated video image sizing and positioning for presentations, lectures or movies, with movies to be displayed in full screen image mode and presentations and lectures to be displayed in reduced size and positioned image mode o Presentation sources including one ( 1) international standard Blu-ray DVD player, one (1) US standard Blu-ray DVD player (existing to be reused), computer inputs at the stage and control room areas, dedicated computer in the control room, cable TV and one ( 1) audio CD player ( existing to be reused) o Audio support automatically configured for presentation use type o Dolby 5.1 surround sound support for appropriate Blu-ray DVD content o Up to four (4) wireless microphones (existing to be reused) o Podium supporting laptop computer input position, microphone and presentation auxiliary control position o Wired microphone inputs at the stage area o Stage monitor outputs at all stage floor box locations o VOi P audio conference support o Control system programming supporting preset presentation types for automated System configurations, City Staff control or user control operation o Theatrical and house lighting presets supporting various presentation types o Live production support ii. Performance The facility may also be used for live performances. The systems and facility may be used for City sponsored events operated by City Staff or by outside parties also controlled and operated by City Staff or directly by the outside party, based on determination by Staff and functionality required. The systems are to be provided, configured and programmed to perform the following in support of presentations in the space: o Large screen rear projection of hi-definition video content as full screen "digital backdrop" on a 108" x 192" electric roll-down screen at the stage area o Projection screen tie downs on the stage area to prevent flagging of the image during Performances o High brightness, hi-definition video projection utilizing a 12,000 lumen WUXGA video projector with short-throw lensing o Automated video image sizing and positioning for performances o System sources including Blu-ray DVD, computer inputs at the stage and control room areas, dedicated computer in the control room, cable TV and audio CD o Audio support automatically configured for performance use type o Dolby 5.1 surround sound support for appropriate Blu-ray DVD content o Up to four (4) wireless microphones (existing to be reused) o Up to fourteen (14) wired microphone inputs at the stage area o Two (2) permanent stage pickup microphones o Stage audio monitor outputs at all stage floor box locations o Control system programming supporting preset performance types for automated system configurations, City Staff control or user control operation o Two (2) stage computer input positions o Stage auxiliary control position o Theatrical and house lighting presets supporting various performance types o Live production support iii. Production and Support The facility's production and support systems are to be used to support presentations and live performances and to produce and distribute content for City and public consumption. City Staff will be responsible for operation and control of the production capabilities of the facility. Multiple scenarios utilizing differing quantities of operators and functional control of the production systems are to be considered and made available through the existing control units to be reused and the new control systems provided. The systems are to be provided, configured and programmed to perform the following in support of production in the space: Video Production, Routing, Monitoring and Support Systems A hi-definition multi-camera system will be utilized for live production and broadcast of presentations and performances. There will be four (4) remotely controlled cameras located in the Auditorium. The cameras will have integral remotely controlled pan and tilt motors and will utilize power zoom and focus lenses. Cameras will be single-chip broadcast quality cameras equipped with a multi-element 30x optical glass auto-focus zoom lenses. Remote control of white balance, color correction, and other available settings and controls will be available via camera control units (CCU) to be located in the control room racks. High quality lenses, suitable for broadcast use, will be capable of remote control of focus, zoom, and iris. Joystick type camera and touch screen production controllers, integrated with the production switcher, will be located in the control room for set-up and control of all camera preset shot selections, pan, tilt, zoom, focus and other controls, as required. One camera will be wall mounted in the rear of the Auditorium with two cameras on the side walls and one camera mounted over the stage area. Additionally, a handheld electronic news gathering (ENG) style camera with a 22x lens will be available for use by a camera operator in the front of the auditorium when connected via a cable umbilical to a wall plate at the stage area. This camera system will have a CCU in the control room and will be used as a roving camera addition to the system for production and broadcast. Isolated recording of two camera signals or other sources is to be available on digital recorders with recording of the switched program output on a third digital recorder and a Blu-ray DVD recorder. Dual 48" displays configured with windows provided by a multi-viewer will be installed in the control room for easy viewing by the operator(s) and will provide broadcast production monitoring. All video sources and program and preview outputs are to be distributed to dedicated windows on the displays to allow simultaneous monitoring of all sources by the operator(s). Operator control of video and audio routing will be performed utilizing a 1 O" touch panel control interface. All camera video signals are to be distributed to individual inputs of a hi-definition video production switcher. Program video from the switcher is to be distributed to multiple router outputs sufficient to provide program video to a character generator, all video recording devices and to the broadcast outputs. Video and mixed voice reinforcement and media audio will be embedded in the video with the video distribution signal. The monitoring, routing and control equipment is to be located in racks or in or on the operator's console in the control room and is to be controlled from a City Staff operator position. The production system will be housed in the control room. The production system will provide selection and complete control of the cameras, as well as selection of and routing of all source devices for recording and the broadcast and distribution feeds. Camera feeds in HD-SDI and computer inputs from the Auditorium utilizing hi-resolution digital HDMI signals are to be scan converted and scaled to a common digital output format and frequency for distribution to the cable TV and web broadcast system components. Selection of sources for production and broadcast will be through a broadcast-quality video production switcher with six (6) inputs that will be paired with a 22" touchscreen multi-viewer that allows all presets and camera positions to be displayed and activated by touching the "video thumbnail" of the preset. The touchscreen multi-viewer will be configured to display six input windows and two larger "Preview" and "Program" windows with red and green tally window borders. Each camera input can have up to 12 stored "video thumbnail" preset camera shots. Character and graphical overlay will be accomplished with a high-quality, keying, down-stream character generator. Source preview and program monitoring will be through 48" displays with multiple windows configured to provide continuous monitoring of all cameras, character generator, source inputs and broadcast outputs. A 22" monitor will be mounted on the wall' of the control room to provide continuous confidence monitoring of an incoming cable feed from the cable provider via a City provided set top box and broadcast signal output. Mounting hardware will be installed by others. Program output will be distributed to the control room record systems, a press plate with two (2) HD-SDI and four (4) XLR connections at the rear of the Auditorium, an encoder for web steaming and recording, the City RF distribution system and the cable provider transmission equipment. All production video and control equipment will be housed in equipment racks or a custom broadcast style operator console system which will incorporate racks, desk space, and other accessories as required to provide a workspace which is ergonomically designed, aesthetically pleasing and operator-friendly. Source audio for broadcast and recording will be available as mixed microphone and media audio from the Auditorium which will be distributed to multiple outputs on the digital audio mixer/router for distribution to the mixing console, ProTools computer, production system recorders and the distribution systems. All audio and video signals in to and out of all devices in the production system will be routed through digital routing systems located in the control room and racks. Video production, routing and supporting systems are comprised of the following primary items: o Full hi-definition 1080p30 video system throughput, recording and streaming o Four (4) 1080p, 30x zoom, remotely controlled pan-tilt camera systems with digital camera control units (CCUs) -two (2) mounted to the auditorium side walls, one (1) rear wall mounted and one ( 1) over stage mounted'. Mountings to be installed by others. o One (1) ENG style 1080p portable camera with digital CCU, 22x lens, HD-SDI output, genlock and SMPTE timecode input for cabled connection to a stage area wall plate to be used by a City Staff operator o Integrated camera controller/SEG with twelve (12) camera preset shot selections per camera with video thumbnails, cross fade, nine wipes, cut and fade to black transitions, five (5) HD-SDI and one (1) DVI inputs and 22" touch control multi-viewer touch screen monitor o Two (2) source ISO recording and two (2) program records via three (3) broadcast digital recorders with dual SSD ports, continuous recording, gen lock and timecode inputs and one (1) Blu-ray DVD 1080i recorder o Twelve (12) 960GB 2.5" solid state drives (SSD) for recording and content transfer o Character generator, hi-definition, single channel with dedicated 22" programming monitor o Video multi-viewer with sixteen (16) input chassis, HDMI and HD-OSI input cards, dual monitor output, audio level monitoring and source identifier of program, preview and simultaneous all- source control room viewing o Two (2) 48" table top commercial displays for control room monitoring of the multi-viewer outputs o One (1) 22" monitor with TV tuner for TV distribution confidence monitoring from cable TV provider supplied set-top-box o One ( 1) 12x12 HD-SDI router for production video signal routing o One (1) 32x32 AV router frame with digital and HDMI input and output cards and breakaway audio output card for presentation audio and video signal and device control routing o Three (3) digital HDMI video and control receiver units o Three (3) HDMINGA/Audio transmitter units, wall mount style' o One (1) Quadview processor with HDMI option for video display image sizing and positioning Video sync generation using the City's existing generator and distributed via a new distribution system o SMPTE timecode generation using the City's existing generator and distributed via a new distribution system o One ( 1) video test signal generator for system calibration and set-up o One (1) broadcast digital SSD player with four (4) SSD slots and Thunderbolt output for transfer of SSD content o Video editing to be performed on City provided system (NIC) Audio Production, Routing, Monitoring and Support Systems The audio production, routing, monitoring and support equipment and systems are to be located in the facility control room in equipment rack(s), the operator control console and at the rear of stage in an equipment rack. Audio devices servicing the stage area and audio reinforcement, such as speaker, stage monitor and hearing assistance amplifiers and microphone digital signal processing (DSP) frame(s), input devices and UPS system will be located in the rear of stage rack. Fourteen (14) wired microphones, two (2) permanently installed stage microphones, and four (4) wireless microphones will be used for voice reinforcement and production support. The video and computer sources are to provide media audio. Dolby 5.1 surround sound is to be available from DVD sources. The existing loudspeaker systems will be employed for mixed media, audio conferencing, and voice audio reinforcement in the Auditorium. The audio will be mixed and managed using both a DSP based mixer/router that will provide equalization, limiting, and feedback control and the existing audio mixing console. Stage audio monitoring connectivity is to be available at four (4) stage floor box locations. The existing assisted listening system is to be reused to support additional audio reinforcement in the Auditorium. The audio production, routing and supporting systems are comprised of the following primary items: o Fourteen (14) wired microphone inputs at stage wall plate location(s) o Two (2) side stage fixed wired microphones, existing to be reused o One (1) wired podium microphone input at stage wall plate location o Four (4) wireless microphones, existing to be reused o One (1) auxiliary audio panel at the control room operator console with four (4) line level audio inputs and two (2) line level audio outputs o One (1) Dolby 7.1 surround sound processor (supporting Dolby 5.1 in the facility) o Two (2) DSP card frames with AVB, DANTE, two (2) DSP, input and output cards o Two (2) stage auxiliary line level audio input positions o Assisted listening system, existing to be reused o Four (4) 2-channel house speaker audio amplifiers, existing to be reused o One (1) 2-channel control room monitor speaker audio amplifier, existing to be reused o One (1) 8-channel stage monitor speaker audio amplifier o One (1) 4-channel stage monitor speaker audio amplifier o Two (2) front speaker clusters, front left and front right, existing to be reused o Two (2) side surround speakers, side left and side right, existing to be reused o One (1) dual subwoofer speaker cluster, existing to be reused o Two (2) control room monitor speakers, existing to be reused o One (1) 16-channel audio mixing board with DME, optical interface, input and output cards, existing to be reused o One (1) DANTE card for DME o One ( 1) optical audio processor, existing to be reused o One (1) PC with Pro Tools, keyboard, mouse and display monitor, existing to be reused o One (1) production intercom system, existing to be reused Content Distribution Systems The video and audio content distribution support equipment and systems are to be primarily located in the facility control room and contained in equipment rack(s). The content distribution systems are comprised of the following primary items: o One (1) Enterprise-class 1-input SD/HD encoding/transcoding streaming server, adaptive o bitrate encoding, multiple simultaneous renditions, 1080p, 720p, 480p, 360p, 270p, 180p o transmission, transmission over the public internet, mobile compatible with server o premium maintenance and support program o Scaling of hi-definition video and audio system output to standard definition video and o analog audio o Distribution of standard definition signals to City's RF and cable provider's existing o distribution systems which are to be reused Control Systems An integrated AV control system will be included in the Auditorium system. Functionality of the control system will include, but is not limited to, system power control, selection of several preset operational scenarios, selection and control of source devices to be displayed on the projection system, audio and video router control, microphone muting, speaker volume level control, and video source preview. The primary control point of the system will be located at the control room operator console. Presenter control capabilities will also be provided at the podium. Systems will be powered through rack mounted and network controlled UPS units. In the event of a power outage, the UPS units will provide sufficient power to shut down the system in the proper fashion without damaging equipment. Once power is restored to the system, the system will be programmed to automatically power up and return to a default state. A system to allow remote monitoring, reporting, troubleshooting, and connection to all controlled devices will be provided. Touch Control Panels are to allow the operator to have access to Auditorium system controls for system power, display source selection, and video preview of any source. The control system will sufficiently control all devices necessary to allow, upon source selection, seamless and automatic distribution of a selected Auditorium source device to the video display and to the production system in hi-definition video. Additionally, audio from the selected source device will be automatically selected and routed through the DSP/audio mixer while all unselected source devices are muted. Control pages, panels or buttons will be laid out logically and symmetrically with a minimum of page flips, pop-ups or button changes for standard control functions. Background colors and button colors will be coordinated with the City prior to site installation. The control systems are to be located in the facility control room in equipment rack(s), the operator control console, stage rack and other facility locations. Control programming is to be provided to allow preset selection of multiple facility operating scenarios for presentations, performances and production applications. Various audio and video signal routing and lighting presets are to be included with additional capability for the City Staff to instantaneously select available system configuration presets and easily modify, reconfigure and save new preset configurations without additional writing of code or programming. The system control and supporting systems are comprised of the following primary items: o One (1) control processor with additional RS-232 and relay interface modules, as required o UPS units with 8 outlets with individual control, RS-232 and IP control and 2200VA/1600W, rack mounted o Two (2) 1 O" touch panel control interfaces, one unit to be used portably o One (1) 48-port AVB POE managed switch with AVB, software and TAC licenses o One (1) remote monitoring and management system Lighting Systems The existing theatrical and house lighting dimming and control systems are to be replaced in their entirety and additional lighting electrical circuits with control added. All existing theatrical and house lighting instruments, electrical circuits, structural support and truss systems are to remain and are to be reused. AV Contractor will provide all specific theatrical and house lighting dimming and control equipment, as specified. The existing high-voltage lighting dimming equipment is to be removed, lighting electrical circuits relocated, new circuits added and new dimming equipment installed, all by others. Supply and installation i of all low voltage interface and AV control equipment, and control programming for the theatrical and house lighting systems will be the responsibility of the AV Contractor. Any installation of equipment to the facility will be done by others. The AV Contractor will also be responsible to provide and coordinate manufacturer services for documentation, training and commissioning by an authorized manufacturer representative with the installing Electrical Contractor, AV Contractor and City Staff present, of all of the lighting dimming and control systems. New moving theatrical lighting instruments, with all required interface components to allow mounting and low-voltage control of the devices as specified, are to be provided and placed on the existing lighting truss system i and interfaced to the new lighting circuits and control by the AV Contractor. The City's existing theatrical lighting control surface is to be reused and will be capable of being interfaced to the new theatrical and house lighting control systems from either the control room or at a floor box location in the rear of the audience area. Preset lighting scenes are to be provided on the new AV control systems touch panels and lighting control stations by the AV Contractor as part of the scenario based preset control functionality. Control programming is to be provided to allow preset selection of multiple facility operating scenarios for presentations, performances and production applications. Various lighting presets are to be coordinated and agreed upon with the City to be provided to the lighting control manufacturer's representative for programming in to the system and will include capability for the City Staff to instantaneously select available system configuration presets and easily modify, reconfigure and save new preset configurations without additional writing of code or programming. The theatrical and house lighting control and supporting systems are comprised of the following primary items: o One ( 1) power control system consisting of two (2) dimming rack enclosures, dimmer o modules, power relay modules, control modules and control processor, as specified o One (1) emergency bypass system o One (1) rack mount control panel o One ( 1) OMX portable plug-in control station o One (1) master/slider/zone portable plug-in control station o Six (6) lighting network portable plug-in control stations o One ( 1) 5-gang wall mount control station o One (1) 1-gang wall mount control station o One (1) master control portable plug-in control surface, existing to be reused o Two (2) 2-port output gateway units o Four (4) moving controllable lighting instruments with control interface o Theatrical lighting instruments, all existing to be reused o House lighting instruments, all existing to be reused Support Equipment and Components AV Contractor will provide all new support equipment, plates and installation components required to create complete and operational systems. New equipment racks in the control room and back of stage area are to be provided. A new control room operator console with designated workstation areas, to accommodate up to three City Staff operators simultaneously, is to be designed, for City approval prior to fabrication, provided and installed by the AV Contractor. Supply and installation of all AV and lighting control low voltage signal, interface and control cabling, terminations and miscellaneous installation components will be the responsibility of the AV Contractor. The support equipment and components are comprised of the following primary items: o One (1) custom control room console supporting up to three (3) operation personnel workstations simultaneously o Control room and back of stage equipment racks o Peripheral mounting and attachment hardware, as required o Miscellaneous cable, connectors and installation hardware SERVICES TO BE PROVIDED INTEGRATION SERVICES INTEGRATION SCOPE OF WORK Exhibit "C" Services to be Provided A. SUMMARY: The City of Carlsbad has asked AVI Systems to provide them a quote for completing/servicing the remaining items on their punch list from the Dove Library and Schulman Auditorium install. AVI Systems will adjust and troubleshoot the Schulman Auditorium system to get it functioning as it was originally intended. If any equipment is defective and needs to be replaced AVI Systems will try to RMA first, as most of it is likely under warranty. If unable to, AVI Systems will present a change order to replace the equipment. Work will occur on a mutually agreed upon time between AVI and City between 8 a.m. and 5 p.m., Monday through Friday, working around pre-existing Schulman Auditorium reservations Issues to be completed as specified by the City of Carlsbad to include: Issues I. Blackmagic VTR #3: This unit is again not working and needs to be replaced or repaired, tested and verified for appropriate integration, operation and performance. 2. Compix Character Generator (CG): The City has not seen a demonstration that the character generation system works. During testing, the system could not be controlled to support broadcast or recording of the program output signal with CG graphical overlay. The City proposes that either AVI demonstrate the system works as installed and wired, or reconfigure the system per plan then demonstrate full operation. Either option requires City staff training on how to operate the character generation system. 3. JVC Blu-Ray DVD Recorder: The system powers up but does not respond to control either directly from the unit front panel controls or commands from the AMX control system. AVI to resolve. 4. Samsung 48" Control Room Display: The left control room Samsung display video image intermittently exhibits a black tearing effect of the entire multi-window multi-viewer image area displayed on the monitor. AVI to resolve. 5. OFE ESE Time Code Generator and Time Code Distribution: OFE ESE Time Code Generator and distribution and insertion of time code for all recording devices should be verified for appropriate settings, operation and functionality. e. 6. Camera Setup: Initial balance of the cameras never completed and staff never fully trained on proper balancing. The white balance condition has gotten worse since the last report. AVI to perform balancing and fully train staff. 7. Touch Panel System Admin UPS Error: The control system touch panel is indicating SSD 2 Recorder to be "Offline" when the unit is present, connected and seemingly operational.AV! to resolve. 8. Overflow Video not working through Blonder Tongue to Gowland Meeting Room. AVI to present alternatives, implement selected option. Deliverable Issues I. and 2: The as-built drawings and lighting system documentation provided are incomplete and include incorrect information. AVI to resolve. All corrected documentation to be provided on flash drive. 3. Device and Control Source Code: Upon resolution of remaining punch list items, AVI to provide all device and source code to the City on a flash drive. 4. and 5: AVI to provide a complete list of equipment with serial numbers and associated IP addresses. These are critical deliverable items. All documentation to be provided on flash drive. 6. and 7: Training: Training in the following areas was not fully provided to City staff and users. AVI to provide training to the appropriate audiences in the following areas: • Full use and operation of the character generator and time code generator • Camera setup and balancing • Full use and operation of the HD/Biu-Ray Recorder • Streaming • Graphic interface B. SYSTEM DESCRIPTION: • Functionality Description: Adjust and troubleshoot the City of Carlsbad's Schulman Auditorium AN System to get it functioning as it was originally intended. • Displays: o N/A • Input and Source Devices: o NIA • Audio: o N/A • Conferencing: o NIA • Switching: o N/A • Controls: o N/A • Equipment Location: o Equipment rack is located on the stage o All other equipment is in the broadcast control room. 3 C. 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 • Necessary gypsum board replacement and/or repair • Necessary 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 D. CONSTRUCTION CONSIDERATIONS: In order to accomplish the outlined goals of this project, the Customer will be responsible for contracting with an outside entity to make the necessary modifications to the space as directed by AVI Systems. The costs associated with these modifications are not included in this proposal. E. NOTICE: THIS SCOPE OF WORK IS DELIVERED ON THE BASIS OF THE FOLLOWING ASSUMPTIONS: • 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. • 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 / feedback on drawings I correspondence will be completed by the Customer within two business days (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. F. 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 4 • 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 forma~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. G. 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 • Who to call when help is required H. AVI SYSTEMS, INC. INTEGRATION SERVICES RESPONSIBILITIES AVI Systems, Inc. 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 learn. I. 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, Tl, 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, Inc. 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.). 5 PRODUCTS AND SERVICES DETAIL PRODUCTS: Description Auditorium Project Management Programming Testing & Acceptance Other On Site Integration Training Travel Travel Expense Sub-Total: Auditorium Optional Drawings Drawings (Optional) Total w/ Drawings Extended $3,000.00 $2,700.00 $15,000.00 $1,500.00 $8,550.00 $1,70400 $2,896.00 $4,625.00 $39,975.00 $3,840.00 $43,815.00 Client#· 1101881 AVISYS ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 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 to the terms and conditions of the policy, certain policies 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 ~Jl'llif"' USI Insurance Services, LLC W8N:o Ext): 701 989-7675 I r..oa, No): 877 411-5097 4207 Boulder Ridge Road Suite 225 ffD'l!~ss: lesley.bentz@usi.com Bismarck, ND 58503 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Atlantic Specially lnauranco Company 27154 INSURED INSURERB: AVI Systems, Inc. INSURERC: 8019 Bond Street Lenexa, KS 66214 INSURERD: INSURER E: INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUB~ POLICY NUMBER ,:ai\!&~ 1,:i'i!~ LIMITS LTR IINSR WVD A X COMMERCIAL GENERAL LIABILITY 7110081910012 ~4/01/2018 04/01/201S EACH OCCURRENCE s1.000 000 -D CLAIMS-MADE [!] OCCUR ~~r~!?;H9E~~ncel ' s1.000 000 - MED EXP (Any one person) s10 000 - PERSONAL & ADV INJURY s1.000.000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s2,000,000 =7 [!] PRO· fxl LOC s2,000,000 POLICY JECT PRODUCTS • COMP/OP AGG OTHER: $ A AUTOMOBILE LIABILITY 7110081910012 -I 04/01/2018 04/01/20H ~OMBINED SINGLE LIMIT Ea accidentl s1,000,000 X ANYAUTO BODILY INJURY (Per person) $ -OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X HIRED x NON-O'MIED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accldenll - $ A ~ UMBRELLA LIAB ~ OCCUR 7110081910012 04/01/2018 04/01/201S EACH OCCURRENCE s10 000 000 EXCESSLIAB CLAIMS-MADE AGGREGATE s10 000 000 oEo I XI RETENTION s0 $ A WORKERS COMPENSATION 4060169150011 04/01/2018 04/01/201S X l~~frnrF I 1gJH· AND EMPLOYERS' LIABILITY y / N s1000000 ANY PROPRIETOR/PARTNER/EXECUTIVE[N] E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N N/A (Mandatory In NH) E.L. DISEASE· EA EMPLOYEE s1000000 g~S~~W~~ ~'gPERATIONS beloo E.L. DISEASE· POLICY LIMIT s1000000 A Technology E&O 7110081910012 104/01/2018 04/01/201S Occurrence $3,000,000 Aggregate $3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) 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 DA TE THEREOF, NOTICE WILL BE DELIVERED IN 1635 Faraday Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Carlsbad, CA 92008-7314 AUTHORIZED REPRESENTATIVE I ~ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S22782211/M22768636 LKMZP THIS ENDORS ;ENT CHANGES THE POLICY. PLEAi. ~EAD IT CAREFULLY. @VANTAGE FOR GENERAL LIABILITY TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provisions to determine the extent of your coverage. SCHEDULE OF COVERAGE EXTENSIONS 1. Additional Insured -Broad Form Vendors 8. Coverage Territory -Worldwide 2. Additional Insured -by Contract, Agreement or Permit relating to: 9. Duties in Event of Occurrence, Claim or Suit 10. Expected or Intended Injury (PD) o Work performed by you 11. Medical Payments o Premises you own, rent, lease or occupy 12. Mobile Equipment Redefined o Equipment you lease 13. Newly Acquired or Formed Organizations 3. Aggregate Limit Per Location 14. Non-Owned Aircraft 4. Blanket Waiver of Subrogation 15. Non-Owned Watercraft 5. Bodily Injury Redefined -Mental Anguish 16. Personal and Advertising Injury 6. Broadened Named Insured 17. Product Recall Expense 7. Broadened Property Damage 18. Supplementary Payments Increased Limits o Borrowed Equipment o Customers' Goods o Use of Elevators 1. ADDITIONAL INSURED -BROAD FORM VENDORS Section II -Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to below as vendor) with whom you agreed in a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: a. This provision 1. does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: VCG2070607 (a) The exceptions contained in Subparagraphs 4. or 6.; or Includes copyrighted material of Insurance Services Office, Inc. Copyright 2004, OneBeacon Insurance Group PRODUCER Page 1 of? {b) Such inspections, ad .. 11ents, tests or servicing as the vendor ti lgreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) Any person or organization if the "products-completed operations hazard" is excluded either by the provisions of the Coverage Form or by endorsement. b. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 2. ADDITIONAL INSURED -CONTRACT, AGREEMENT OR PERMIT a. Section II -Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) with whom you agreed in a written contract, written agreement or permit to provide insurance such as is afforded under this Coverage Part, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of "your work" for the additional insured(s) at the location designated in the contract, agreement or permit; or 2. In the maintenance, operation or use of equipment leased to you by such person(s) or organization(s), or 3. In connection with premises you own, rent, lease or occupy. This insurance applies on a primary or primary and non-contributory basis if that is required in writing by the contract, agreement or permit. b. The insurance provided to the additional insured herein is limited. This insurance does not apply: Page2of7 1. Unless (a) the written contract, agreement or permit is currently in effect or becomes effective during the term of this policy; and (b) the contract or agreement was executed or permit issued prior to the "bodily injury", "property damage", or "personal and advertising injury"; 2. To any person or organization included as an insured under the Additional Insured -Broad Form Vendors provision of this endorsement; 3. To any person or organization included as an insured by an endorsement issued by us and made part of this Coverage Part; 4. To any person or organization if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or failure to render any professional architectural, engineering or surveying services by or for you including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. 5. To any: (a) Lessor of equipment after the equipment lease expires; or (b) Owners or other interests from whom land has been leased; or (c) Managers or lessors of premises if: (1) The "occurrence" takes place after you cease to be a tenant in that premises; or (2) The "bodily injury", "property damage", "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. 6. To "bodily injury, or "property damage" occurring after: (a) All work on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured at the site of the covered operations has been completed; or (b) 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. Includes copyrighted material of Insurance Services Office, Inc. VCG2070607 Copyright 2004, OneBeacon Insurance Group c. Limits of lnsuranc1l .)licable to the additional insured are thos _,ecified in the contract, agreement or permit or in the Declarations of this policy, whichever is less, and fix the most we will pay regardless of the number of: 1. Insureds; 2. Claims made or "suits" brought; or 3. Persons or organizations making claims or bringing "suits". These Limits of Insurance are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. 3. AGGREGATE LIMIT PER LOCATION a. Under Section Ill -Limits of Insurance, the General Aggregate Limit applies separately to each of your "locations" owned by or rented or leased to you. b. Under Section V -Definitions, the following definition is added: "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a stre!i)t, roadway, waterway or right-of-way of a railroad. 4. BLANKET WAIVER OF SUBROGATION Section IV -Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in "your work" or the "products-completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the "bodily injury" or "property damage", that requires you to waive your rights of recovery. 5. BODILY INJURY REDEFINED -MENTAL ANGUISH Under Section V the definition of "bodily injury" is replaced by the following: "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 6. BROADENED NAMED INSURED Section II -Who Is An Insured is amended to include as an insured the following: Any organization which is a legally incorporated entity in which you own a financial interest of more than 50 percent of the voting stock on the effective date of this endorsement will be a Named Insured until the 180th day or the end of the policy period, whichever comes first, provided there is no other similar insurance available to that organization. The insurance 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 termination or the exhaustion of its limits of insurance. 7. BROADENED PROPERTY DAMAGE -BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The Insurance for "property damage" liability is subject to the following: a. 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 VCG2070607 (a) Property loaned to you; (b) Personal property in the care, custody or control of the insured; and (c) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed 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 will pay for "property damage" to "Customers' Goods" is $25,000 per "occurrence". Includes copyrighted material of Insurance Services Office, Inc. Page 3of7 Copyright 2004, OneBeacon Insurance Group b. Under Section V-Definitio~ .1e 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 valid and collectible property insurance Oncluding any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance -Excess 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. However, the insured's responsibility to pay damages must be determined in a settlement we agree to or in a "suit" on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada. 9. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Section IV -Duties In The Event Of Occurrence, Claim or Suit is amended by adding the following paragraphs: a. The requirements that you must 1. notify us of an "occurrence" offense, claim or "suit" and 2. send us documents concerning a claim or "suit" apply only when such "accident" claim, "suit" or "loss" is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. An executive officer of the corporation or insurance manager, if you are a corporation; or 4. A manager, if you are a limited liability 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 insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular "occurrence" is a liability claim rather than a workers compen- sation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. 10. EXPECTED OR INTENDED INJURY (PROPERTY DAMAGE) The Expected Or Intended Injury exclusion under Coverage A Bodily Injury and Property Damage is replaced by: "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 11. MEDICAL PAYMENTS -INCREASED LIMITS AND TIME PERIOD a. In the Insuring Agreement under Coverage C Medical Payments, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. b. The Medical Expense Limit is $10,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. c. This provision 11. does not apply if Coverage C -Medical Payments is otherwise excluded either by the provisions of the Coverage Form or by endorsement. 12. MOBILE EQUIPMENT -SELF-PROPELLED SNOW REMOVAL, ROAD MAINTENANCE AND STREET CLEANING EQUIPMENT The following is added to the "mobile equipment" definition: Vehicles maintained primarily for purposes other than the transportation of persons or cargo that are self- propelled vehicles of less than 1,000 pounds gross vehicle weight with the following types of permanently attached equipment will be considered "mobile equipment": a. Snow removal; b. Road maintenance, but not construction or resurfacing; or c. Street cleaning. Page4of7 Includes copyrighted material of Insurance Services Office, Inc. VCG2070607 Copyright 2004, OneBeacon Insurance Group 13. NEWLY FORMED OR A_ JIRED ORGANIZATIONS Under Section II -Who Is An Insured, the time period limitation for newly acquired or formed organizations is replaced by: Coverage under this provision is afforded only until the end of the current policy period. 14. NON-OWNED AIRCRAFT a. The Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability does not apply to an aircraft that is: 1. Hired, chartered or loaned with a paid crew; and 2. Not owned by any insured. b. The insurance afforded by this provision 14. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 15. NON-OWNED WATERCRAFT a. Section II -Who Is An Insured is amended to include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: 1. "Bodily injury" to a co-"employee" of the person operating the watercraft; or 2. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. b. ln the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 51 feet. c. The insurance afforded by this provision 15. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 16. PERSONAL AND ADVERTISING INJURY The following exclusions under the definition of "personal and advertising injury" are amended as follows: a. Insureds In Media Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; or (2) Designing or developing content of websites for others. However, this exclusion does not apply to paragraphs 14. a., b. and c. of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or maintains for others. 17. PRODUCT RECALL EXPENSE a. With respect to this Provision 17., the Recall Of Products, Work Or Impaired Property exclusion under Coverage A Bodily Injury And Property Damage Liability is deleted. b. The following is added to Section Ill -Limits Of Insurance section: 1. The Limits of Insurance shown in the Product Recall Schedule and rules below fix the most we will pay regardless of the number of (a) Insureds; (b) "Covered recalls" initiated; or (c) Number of "your products" recalled. 2. The Product Recall Aggregate Limit is the most we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. VCG2070607 Includes copyrighted material of Insurance Services Office, Inc. Page 5of7 Copyright 2004, OneBeacon Insurance Group 3. Subject to 2. above, the l I Product Recall Limit is the most we will•, 1burse you for the sum of all "product recall expenses" arising out of any one "covered recall" for the same defect or deficiency. Products Recall Schedule Product Recall Aggregate Limit Each Product Recall Limit Limits of Insurance $50,000 $25,000 The Limits of Insurance for this coverage apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. c. The following is added to the Duties In The Event Of Occurrence, Offense, Claim Or Suit provision under Section IV -Conditions: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": 1. Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; 2. Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free froni defects that could be a cause of loss under this insurance; 3. As often as may be reasonably required, permit us to inspect "your product" that demonstrates the need for the "covered recall" and permit us to examine your books and records. Also permit us to take damaged and undamaged samples of "your products" for inspection, testing and analysis; and permit us to make copies from your books and records; 4. Send us a signed, sworn, proof of loss containing the information we requested to settle the claim. You must do this within 60 days after our request. We will supply you with the necessary forms; and 5. Permit us to examine any insured under oath, while not in the presence of any other insured and at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records. In the event of an examination, an insured's answers must be signed. d. The following definitions are added to the Definitions Section: Page6of7 1. "Covered recall" means a recall made necessary because the insured or a government body has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in "your product" has resulted in or will result in "bodily injury" or "property damage". 2. "Product Recall Expense" means: (a) The following necessary and reasonable expenses you incur exclusively for the purpose of recalling "your product": (1) For communications, including radio or television announcements or printed advertisements including stationery, envelopes and postage; (2) For shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) For remuneration paid to your regular "employees" for necessary overtime; (4) For hiring additional persons, other than your regular "employees"; (5) 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 recall expenses" does not include costs of regaining your market share, goodwill, revenue or profit. Includes copyrighted material of Insurance Services Office, Inc. VCG2070607 Copyright 2004, OneBeacon Insurance Group (b) "Product Re Expense" does not include any expenses' Jlting from: (1) Failure of any product to accompltsh its intended purpose; (2) Breach of warranties of fitness, quality, durability or performance; (3) Loss of customer approval, or any cost incurred to regain customer approval; (4) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (5) Caprice or whim of the insured; (6) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; and (7) Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. 18. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS In the SUPPLEMENTARY PAYMENTS-Coverages A and B provision: a. The limit for the cost of bail bonds is amended to $2,500; and b. The limit for reasonable expenses incurred by the "insured" is amended to $500 a day. VCG2070607 Includes copyrighted material of Insurance Services Office, Inc. Page7of7 Copyright 2004, One Beacon Insurance Group WORKERS COMPENSATI AND EMPLOYERS LIABILITY INSUR .";E POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule BLANKET This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The infonnation below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective O 4 / 0 l / 2 0 0 B Policy No. 4 0 6 -0 1 -6 9 -15 -0 0 0 1 Endorsement No. Insured AUD I OV I SUAL. I NC. Premium$ Insurance Company OneBeacon America Insurance Company~J1i>J1./4 Countersigned By ~ WC 00 03 13 04 84 © 1983 National Council on Compensation Insurance. PRODUCER Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. @VANTAGE FOR AUTOMOBILE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provi- sions to determine the extent of your coverage. SCHEDULE OF COVERAGE EXTENSIONS 1. Additional Insured By Contract 11. 2. Airbag Discharge 12. 3. Auto Theft Reward 13. Extra Expense -Broadened Coverage Fellow Employee Exclusion Glass Repair -Waiver of Deductible 4. Blanket Waiver of Subrogation 14. 5. Bodily Injury Redefined -Mental Anguish 15. 6. Broad Form Named Insured 16. Hired Auto Physical Damage Coverage Hired Auto -Worldwide Coverage Territory Lease Gap Coverage 7. Communications Equipment 17. 8. Drive Other Car -Executive Officers 18. 9. Duties In The Event of Accident, Claim, Suit or Loss 19. 10. Employees As Insureds 20. Liability Coverage -Supplementary Payments Newly Formed or Acquired Organizations Physical Damage -Transportation Expenses Towing -Any Auto 1. ADDITIONAL INSURED BY CONTRACT The Who Is An Insured provision under SECTION II -LIABILITY COVERAGE is amended to include as 1an additional insured any person or organization with whom you agreed in a written contract, written agreement or permit, to provide insurance such as is afforded under this Coverage Form. Such person or organization is an insured only with respect to liability for "bodily Injury" or "property damage" caused, in whole or in part by your maintenance, operation or use of your covered "autos". With respect to the insurance afforded to these additional insureds, this insurance does not apply: a. Unless the written contract or agreement has been executed or the permit has been issued prior to the "bodily injury" or "property damage"; b. To any person or organization included as an insured by endorsement or in the Declarations, or c. To any.lessor of "autos" when their contract or agreement with you for such leased "auto" ends. 2. AIRBAG DISCHARGE If you purchased physical damage coverage for a covered "auto" under this policy, we will pay to reset or re- place an airbag that accidentally discharges without the vehicle being involved in an accident. No deductible applies to this additional coverage. However, this coverage only applies if the airbag is not covered under a manufacturer's warranty and you did not intentionally cause the airbag to discharge. 3. AUTO THEFT REWARD We will pay up to a $2,000 reward in the event of a covered loss, for information leading to the arrest and con- viction of anyone stealing a covered "auto". A reward will not be paid to you, a family member, employee or any public official while performing their duty. 4. BLANKET WAIVER OF SUBROGATION The Transfer Of Rights Of Recovery Against Others To Us condition under SECTION IV-LOSS CONDI- TIONS is replaced by the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of the operation of a covered "auto" when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract", provided the contract is in writing and executed prior to the "bodily injury" or "property damage". 5. BODILY INJURY REDEFINED -MENTAL ANGUISH The definition of "bodily injury" under SECTION V -DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at any time. VCA 20102 05 Includes copyrighted material of Insurance Services Office, Inc. Copyright 2004, !! ! ! !!!!!!!!!ti I!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!! @@@@@@@@@@@@@@@@@@@@@ Page 1 of 4 6. BROAD FORM NAMED INSURED a. The Who Is An Insured provision under SECTION II -LIABILITY COVERAGE is amended to include the following: · Any organization which is a legally incorporated entity in which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Form will be a Named Insured until the 180th day or the end of the policy period whichever comes first, provided there is no other similar insurance avail- able to that organization. b. Paragraph a. of this provision 6, does not apply to "bodily injury" or "property damage" for which an "insured" is also an insured under any other automobile policy or would be an insured under such a policy, but for its termination or the exhaustion of its limit of insurance. 7. COMMUNICATIONS EQUIPMENT a. The exclusion for electronic equipment under Exclusions of SECTION 111-PHYSICAL DAMAGE COVERAGE does not apply to loss of any permanently installed, non-removable communications equipment 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 antenna and other accessories. b. No Deductible applies to this additional coverage. c. The most we will pay for this coverage is $2,000 per occurrence. 8. ORNE OTHER CAR-EXECUTIVE OFFICERS a. The Who Is An Insured provision under SECTION II -LIABILITY COVERAGE is amended to include: If you are designated in the Declarations as: 1. An individual; you and your spouse. 2. A partnership; your partners and their spouses. 3. An organization other than an individual or a partnership; you "executive officers" and their spouses. b. SECTION II -LIABILITY COVERAGE and SECTION Ill -PHYSICAL DAMAGE COVERAGE are extended to include "autos" you don't own, hire, lease or borrow while in the care, custody or control of an insured listed in 8.a. This does not include any "auto": 1. Owned by any insured listed in 8.a., or any member of their household, including any such "auto" that is owned but not insured; 2. Used by an insured listed in 8.a. while working in the business of selling servicing, repairing or parking autos; or, 3. Insured under another policy of insurance. If Medical Payments, Uninsured/Underinsured Motorist, Personal Injury Protection or other compulsory coverages required by the governing jurisdiction are covered on this policy, then insureds listed in 8.a. above and family members residing in the same households are "insureds" while: 1. Occupying as a passenger, or 2. A pedestrian when struck by any auto you do not own, hire, lease or borrow, except any auto owned by that insured listed in 8.a, their family members or an auto insured under any other policy. c. The limits and deductibles applicable to this provision will be the largest applicable to any owned "auto" for the specific insurance. d. The following definition is added to SECTION V -DEFINITIONS of the policy: "Executive officer" means a person holding any of the officer positions created by your charter, constitu- tion, by-laws or any similar governing document. e. The Other Insurance Condition, under SECTION IV -BUSINESS AUTO CONDITIONS, does not apply to the provisions of this Drive Other Car endorsement. There is no "other insurance" applicable to this en- dorsement. Page 2 of 4 Includes copyrighted material of Insurance Services Office, Inc. VCA20102 05 Copyright 2004, I!! 111!!1!!!! !!!!!!!!!!II !I I!!! Ill!!!!!!!!!! 1!1111 I 9. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Under SECTION IV -BUSINESS AUTO CONDITIONS -the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is amended as follows: The requirements that you must a. notify us of an "accident" claim, "suit" or "loss" and b. send us documents concerning a claim or "suit" apply only when such "accident" claim, "suit" or "loss" is known to: a. You, if you are an individual; b. A partner, if 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 limited liability company. 1 O. EMPLOYEES AS INSUREDS . The Who Is An Insured provision under SECTION II -LIABILITY COVERAGE is· changed by adding the following: Any employee of yours while using a covered ''auto" you don't own, hire or borrow in your business or your personal affairs. This coverage is excess over any other collectible insurance. 11. EXTRA EXPENSE-BROADENED COVERAGE Under Paragraph A. of SECTION Ill -PHYSICAL DAMAGE COVERAGE, the following Coverage is added: We will pay for the expense of returning a stolen covered "auto" to you subject to Paragraph C. Limit Of Insurance. 12. FELLOW EMPLOYEE EXCLUSION The Fellow Employee exclusion under SECTION II -LIABILITY COVERAGE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. This coverage is excess over any other in- surance. 13. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. Deductible -of SECTION Ill -PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 14. HIRED AUTO -PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" under SECTION II -LIABILITY COVERAGE and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this policy for any "auto" you own, then SECTION Ill -PHYSICAL DAMAGE COVERAGE is extended to "autos" you hire, subject to the fol- lowing limit: The most we will pay for "loss" to any hired "auto" is the lesser of: a. $50,000, b. The actual cash value, or c. The cost of repairing or replacing it with other property of like kind or quality. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" it the following conditions are met: a. it results from an accident, b. you are legally liable, and c. the lessor incurs an actual financial loss. The most we will pay for this loss of use coverage is $1,000 per "accident". VCA 2010205 Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 4 Copyright 2004, 1111!!!!!!! !!!!!!!! !!!!!!!!!!I!!!!!!!!!!!!!!!!!!!! 15. HIRED AUTO-WORLDWIDE COVERAGE TERRITORY The definition of coverage te'rritory in General Conditions·-Policy Period, Coverage Territory-of SEC- TION IV -BUSINESS AUTO CONDITIONS is amended to add: Anywhere in the world for autos hired for 30 days or less, provided that any "suit" is brought in the United States of America (including its territories and possessions), Puerto Rico or Canada. 16. LEASE GAP COVERAGE Under Paragraph C. Limit of Insurance -of SECTION Ill -PHYSICAL DAMAGE COVERAGE, the follow- ing is added: · We will also pay the difference between the actual cash value of a covered "auto" at the time of "loss" and the remaining balance on your lease if the following conditions are met: a. The "auto" has a long term lease and is covered on this policy. b. The lessor is added as an Additional Insured in a written lease agreement. c. You are legally obligated for the remaining balance. We will not pay for any amounts representing excess wear and tear charges; additional mileage charges; taxes; overdue payments; penalties, interest or charges resulting from overdue payments; or lease termina- tion fees. 17. LIABILITY COVERAGE EXTENSIONS-SUPPLEMENTARY PAYMENTS Under SECTION II -LIABILITY COVERAGE, the Coverage Extension for Supplementary Payments is re- vised as follows: · a. The limit for the cost of bail bonds is amended to $3,500. b. The limit for reasonable expenses incurred by the "insured" is 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 "insured" any organization that is 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 its Limit of Insurance under any other policy, or 4. 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. · c. Paragraph a. of this provision 18. does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. 19. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES COVERAGE Under SECTION Ill -PHYSICAL DAMAGE Coverage Extensions, the limit for Transportation Expenses is amended to $75 per day and the maximum is amended to $1,800. 20. TOWING -COVERED AUTOS Under SECTION Ill -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 tabor is shown in the Schedule or in the Declarations. b. The limit ls $100. Page 4 of 4 Includes copyrighted material of Insurance Services Office, Inc. VCA2010205 Copyright 2004, !!!!!!!!!!! !!!!!!!!! !!!!!!!II!!! !!!!I!!!!!!!!!!!!! THIS ENDOR~ :ENT CHANGES THE POLICY. PLEAi ~EAD IT CAREFULLY. @VANTAGE FOR GENERAL LIABILITY TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provisions to determine the extent of your coverage. SCHEDULE OF COVERAGE EXTENSIONS 1. Additional Insured -Broad Form Vendors 8. Coverage Territory-Worldwide 2. Additional Insured -by Contract, Agreement or Permit relating to: 9. Duties in Event of Occurrence, Claim or Suit 10. Expected or Intended Injury (PD) o Work performed by you 11. Medical Payments o Premises you own, rent, lease or occupy 12. Mobile Equipment Redefined o Equipment you lease 13. Newly Acquired or Formed Organizations 3. Aggregate Limit Per Location 14. Non-Owned Aircraft 4. Blanket Waiver of Subrogation 15. Non-Owned Watercraft 5. Bodily Injury Redefined -Mental Anguish 16. Personal and Advertising Injury 6. Broadened Named Insured 17. Product Recall Expense 7. Broadened Property Damage 18. Supplementary Payments Increased Limits o Borrowed Equipment o Customers' Goods o Use of Elevators 1. ADDITIONAL INSURED -BROAD FORM VENDORS Section II -Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to below as vendor) with whom you agreed in a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: a. This provision 1. does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion.does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such Inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: VCG2070607 (a) The exceptions contained in Subparagraphs 4. or 6.; or Includes copyrighted material of Insurance Services Office, Inc. Copyright 2004, OneBeacon Insurance Group PRODUCER Page 1 of7 (b) Such inspections, ad .,nents, tests or servicing as the vendor I/ ~greed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) Any person or organization if the "products-completed operations hazard" is excluded either by the provisions of the Coverage Form or by endorsement. b. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 2. ADDITIONAL INSURED -CONTRACT, AGREEMENT OR PERMIT a. Section II -Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) with whom you agreed in a written contract, written agreement or permit to provide insurance such as is afforded under this Coverage Part, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of "your work" for the additional insured(s) at the location designated in the contract, agreement or permit; or 2. In the maintenance, operation or use of equipment leased to you by such person(s) or organization(s), or 3. In connection with premises you own, rent, lease or occupy. This insurance applies on a primary or primary and non-contributory basis if that is required in writing by the contract, agreement or permit. b. The insurance provided to the additional insured herein is limited. This insurance does not apply: 1. Unless (a) the written contract, agreement or permit is currently in effect or becomes effective during the term of this policy; and (b) the contract or agreement was executed or permit issued prior to the "bodily injury", "property damage", or "personal and advertising injury"; 2. To any person or organization included as an insured under the Additional Insured -Broad Form Vendors provision of this endorsement; 3. To any person or organization included as an insured by an endorsement issued by us and made part of this Coverage Part; 4. To any person or organization if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or failure to render any professional architectural, engineering or surveying services by or for you including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. 5. To any: (a) Lessor of equipment after the equipment lease expires; or (b) Owners or other interests from whom land has been leased; or (c) Managers or lessors of premises if: (1) The "occurrence" takes place after you cease to be a tenant in that premises; or (2) The "bodily injury", "property damage", "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. 6. To "bodily injury, or "property damage" occurring after: (a) All work on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured at the site of the covered operations has been completed; or Page2of7 (b) 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. Includes copyrighted material of Insurance Services Office, Inc. VCG2070607 Copyright 2004, OneBeacon Insurance Group c. Limits of lnsuranc1: .)licable to the additional insured are thm! _1ecified in the contract, agreement or permit or in the Declarations of this policy, whichever is less, and fix the most we will pay regardless of the number of: 1. Insureds; 2. Claims made or "suits" brought; or 3. Persons or organizations making claims or bringing "suits". These Limits of Insurance are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. 3. AGGREGATE LIMIT PER LOCATION a. Under Section Ill -Limits of Insurance, the General Aggregate Limit applies separately to each of your "locations" owned by or rented or leased to you. b. Under Section V -Definitions, the following definition is added: "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 4. BLANKET WAIVER OF SUBROGATION Section IV -Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in "your work" or the "products-completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the "bodily injury" or "property damage", that requires you to waive your rights of recovery. 5. BODILY INJURY REDEFINED -MENTAL ANGUISH Under Section V the definition of "bodily injury" is replaced by the following: "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 6. BROADENED NAMED INSURED Section II -Who Is An Insured is amended to include as an insured the following: Any organization which is a legally incorporated entity in which you own a financial interest of more than 50 percent of the voting stock on the effective date of this endorsement will be a Named Insured until the 180th day or the end of the policy period, whichever comes first, provided there is no other similar insurance available to that organization. The insurance 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 termination or the exhaustion of its limits of insurance. 7. BROADENED PROPERTY DAMAGE -BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The insurance for "property damage" liability is subject to the following: a. 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 VCG2070607 (a) Property loaned to you; (b) Personal property in the care, custody or control of the insured; and (c) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed 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 will pay for "property damage" to "Customers' Goods" is $25,000 per "occurrence". Includes copyrighted material of Insurance SelV!ces Office, Inc. Page 3of7 Copyright 2004, One Beacon Insurance Group b. Under Section V-Definitio~ .1e 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 valid and collectible property insurance uncluding any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance -Excess 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. However, the insured's responsibility to pay damages must be determined in a settlement we agree to or in a "suit" on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada. 9. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Section IV-Duties In The Event Of Occurrence, Claim or Suit is amended by adding the following paragraphs: a. The requirements that you must 1. notify us of an "occurrence" offense, claim or "suit" and 2. send us documents concerning a claim or "suit" apply only when such "accident" claim, "suit" or "loss" is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. An executive officer of the corporation or insurance manager, if you are a corporation; or 4. A manager, if you are a limited liability 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 insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular "occurrence" is a liability claim rather than a workers compen- sation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. 10. EXPECTED OR INTENDED INJURY (PROPERTY DAMAGE) The Expected Or Intended Injury exclusion under Coverage A Bodily Injury and Property Damage is replaced by: "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 11. MEDICAL PAYMENTS-INCREASED LIMITS AND TIME PERIOD a. In the Insuring Agreement under Coverage C Medical Payments, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. b. The Medical Expense Limit is $10,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. c. This provision 11. does not apply if Coverage C -Medical Payments is otherwise excluded either by the provisions of the Coverage Form or by endorsement. 12. MOBILE EQUIPMENT -SELF-PROPELLED SNOW REMOVAL, ROAD MAINTENANCE AND STREET CLEANING EQUIPMENT The following is added to the "mobile equipment" definition: Vehicles maintained primarily for purposes other than the transportation of persons or cargo that are self- propelled vehicles of less than 1,000 pounds gross vehicle weight with the following types of permanently attached equipment will be considered "mobile equipment": a. Snow removal; b. Road maintenance, but not construction or resurfacing; or c. Street cleaning. Page4of7 Includes copyrighted material of Insurance Services Office, Inc. VCG2070607 Copyright 2004, OneBeacon Insurance Group 13. NEWLY FORMED OR A_ JIRED ORGANIZATIONS Under Section II -Who Is An Insured, the time period limitation for newly acquired or formed organizations is replaced by: Coverage under this provision is afforded only until the end of the current policy period. 14. NON-OWNED AIRCRAFT a. The Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability does not apply to an aircraft that is: 1. Hired, chartered or loaned with a paid crew; and 2. Not owned by any insured. b. The insurance afforded by this provision 14. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 15. NON-OWNED WATERCRAFT a. Section II -Who Is An Insured is amended to include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: 1. "Bodily injury" to a co-"employee" of the person operating the watercraft; or 2. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. b. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 51 feet. c. The insurance afforded by this provision 15. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 16. PERSONAL AND ADVERTISING INJURY The following exclusions under the definition of "personal and advertising injury" are amended as follows: a. Insureds In Media Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; or (2) Designing or developing content of websites for others. However, this exclusion does not apply to paragraphs 14. a., b. and c. of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or maintains for others. 17. PRODUCT RECALL EXPENSE a. With respect to this Provision 17., the Recall Of Products, Work Or Impaired Property exclusion under Coverage A Bodily Injury And Property Damage Liability is deleted. b. The following is added to Section Ill -Limits Of Insurance section: 1. The Limits of Insurance shown in the Product Recall Schedule and rules below fix the most we will pay regardless of the number of (a) Insureds; (b) "Covered recalls" initiated; or (c) Number of "your products" recalled. 2. The Product Recall Aggregate Limit is the most we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. VCG2070607 Includes copyrighted material of Insurance Services Office, Inc. Page 5of 7 Copyright 2004, OneBeacon Insurance Group 3. Subject to 2. above, the l , Product Recall Limit is the most we will•, ,burse you for the sum of all "product recall expenses" arising out of any one "covered recall" for the same defect or deficiency. Products Recall Schedule Product Recall Aggregate Limit Each Product Recall Limit Limits of Insurance $50,000 $25,000 The Limits of Insurance for this coverage apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of fess than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. c. The following is added to the Duties In The Event Of Occurrence, Offense, Claim Or Suit provision under Section IV -Conditions: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": 1. Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; 2. Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance; 3. As often as may be reasonably required, permit us to inspect "your product" that demonstrates the need for the "covered recall" and permit us to examine your books and records. Also permit us to take damaged and undamaged samples of "your products" for inspection, testing and analysis; and permit us to make copies from your books and records; 4. Send us a signed, sworn, proof of loss containing the information we requested to settle the claim. You must do this within 60 days after our request. We will supply you with the necessary forms; and 5. Permit us to examine any insured under oath, while not in the presence of any other insured and at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records. In the event of an examination, an insured's answers must be signed. d. The following definitions are added to the Definitions Section: Page6 of7 1. "Covered recall" means a recall made necessary because the insured or a government body has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in "your product" has resulted in or will result in "bodily injury" or "property damage". 2. "Product Recall Expense" means: (a) The following necessary and reasonable expenses you incur exclusively for the purpose of recalling "your product": {1) For communications, including radio or television announcements or printed advertisements including stationery, envelopes and postage; (2) For shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) For remuneration paid to your regular "employees" for necessary overtime; (4) For hiring additional persons, other than your regular "employees"; (5) 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 recall expenses" does not include costs of regaining your market share, goodwill, revenue or profit. Includes copyrighted material of Insurance Services Office, Inc. VCG2070607 Copyright 2004, OneBeacon Insurance Group / (b) "Product Rel. Expense" does not include any expenses1 ilting from: (1) Failure of any product to accomplish its intended purpose; (2) Breach of warranties of fitness, quality, durability or performance; (3) Loss of customer approval, or any cost incurred to regain customer approval; (4) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (5) Caprice or whim of the insured; (6) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; and (7) Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. 18. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS In the SUPPLEMENTARY PAYMENTS-Coverages A and B provision: a. The limit for the cost of bail bonds is amended to $2,500; and b. The limit for reasonable expenses incurred by the "insured" is amended to $500 a day. VCG2070607 Includes copyrighted material of Insurance Services Office, Inc. Page 7 of 7 Copyrtght 2004, OneBeacon Insurance Group WORKERS COMPENSATI AND EMPLOYERS LIABILITY INSUR .:;e POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perfonn work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule BLANKET This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The infonnation below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective O 4 / 0 1/20 0 8 Policy No. 4 0 6 -0 1 -6 9 -15 -0 0 0 1 Endorsement No. Insured AUD I OV I SUAL, I NC. Premium$ Insurance Company OneBeacon America Insurance Company~-....o.~~ Countersigned By • rJ'VYJ{f,t,1,,,?1~'1- WC 00 03 13 04 84 © 1983 National Council on Compensation Insurance. PRODUCER Page 1 of 1