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HomeMy WebLinkAboutAVI Systems Inc; 2018-03-01;AGREEMENT FOR INSTALLATION OF NEW TIGHTROPE MEDIA SYSTEMS EQUIPMENT AND INTEGRATION SERVICES AVI SYSTEMS, INC. THIS AGREEMENT is made and entered into as of the ) $+ day of 2:{2u &c...h , 20J.2_, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), nd AVI Systems, Inc. ("Contractor"). RECITALS A City requires the professional services for installation of new tightrope media systems equipment and integration services. B. Contractor has the necessary experience in providing professional services and advice related to audio visual and media upgrade and installation. 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 90 days from the date first above written with no extensions. 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 equipment will be fifty-six thousand eight hundred and eighty-one dollars and three cents ($56,881.03) and the total fee payable for services to be performed will be two thousand three hundred eighty-one dollars and seventy cents ($2,381.77), for a total of fifty-nine thousand two hundred sixty-two dollars and eighty cents ($59,262.80) for the initial Agreement term. No other compensation for the Services will be allowed. 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 City Attorney Approved Version 9/27/17 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 City Attorney Approved Version 9/27 /17 2 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 City Attorney Approved Version 9/27/17 3 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 Maria Callander Information Technology Title Director Department Information Tech no logy City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2450 For Contractor Name Ryan Walsh Title Account Manager Address 7270 Trade St. Suite 102 San Diego, CA 92121 Phone No. 858.653.4339 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. YesG NoD 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. City Attorney Approved Version 9/27/17 4 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 City Attorney Approved Version 9/27/17 5 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. City Attorney Approved Version 9/27 /17 6 CONTRACTOR RAN P I SQiZl' H I C.F 0 (print name/title) (sign here) br; CA.~ ,) • y ~e,, . o~fA. (print name/titfe) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: C /2 IJ . . \, L~KJf/c_ m~.uipr- sARBARA ENGLESON l V,c.e Pref 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 il' ~=ney Assistant City ttorney City Attorney Approved Version 9/27 /17 7 EXHIBIT "A" SCOPE OF SERVICES INTEGRATION SCOPE OF WORK A. SUMMARY: The City of Carlsbad has asked AVI Systems to provide a quote for installing new Tightrope Media Systems equipment. Location of equipment will be determined by The City of Carlsbad. The City of Carlsbad will run/provide all required power. The City of Carlsbad will install Ethernet (LAN) connectivity. B. SYSTEM DESCRIPTION: D Functionality Description: Installation of new Tightrope Media Systems equipment for the City of Carlsbad's digital signage deployment. D Displays: o N/A D Input and Source Devices: o (6) BrightSign XT243 Networked Media players. D Audio: o N/A D Conferencing: o N/A D Switching: o N/A D Controls: o N/A D Equipment Location: o TBD by The City of Carlsbad c. EXCLUSIONS: The following work is not included in our Scope of Work: D All conduits, high voltage, wiring panels, breakers, relays, boxes, receptacles, etc. D Concrete saw cutting and/or core drilling D Fire wall, ceiling, roof and floor penetration D Necessary gypsum board replacement and/or repair D Necessary ceiling tile or T-bar modifications, replacements and/or repair D Structural support of equipment *AVI Systems not responsible for building related vibrations D Installation of ceiling mounted projection screen D All millwork (moldings, trim, cut outs, etc.) D Patching and Painting D Permits (unless specifically provided for and identified within the contract) D Unless otherwise stated the pricing in this agreement does not include prevailing wage or union labor D 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: D The room(s) match(es) the drawings provided City Attorney Approved Version 9/27/17 8 D Site preparation by the Customer and their contractors includes electrical and data placement per AVI Systems specification. D 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. D Customer communication of readiness will be considered accurate and executable by AVI Systems project manager. D 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. D Rescheduling and redeployment of AVI Systems technicians due to unacceptable site preparation may cause scheduling delays of up to 10 business days. D There is ready access to the building/ facility and the room(s) for equipment and materials. D There is secure storage for equipment during a multi-day integration. D 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. D 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. D 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. D Document review/ feedback on drawings/ correspondence will be completed by the Customer within two business days (unless otherwise noted). D 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). D 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): D Site Survey -performed prior to Retail Sales Agreement and attached D Project Welcome Notice -emailed upon receipt of Purchase Order D Project Kick-Off meeting with Customer Representative(s) -either by phone or in-person D Project Status reviews-informal or formal-either by phone or in-person (based on the size/complexity/duration of the project) D Project Change Control -comprised of Field Directed Change Order and/or Contract Change Order submittals (see Appendix) D 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/ 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: D Equipment and system overview City Attorney Approved Version 9/27 /17 9 D Equipment operation and function D Equipment start up, stop, and shut down D Equipment automatic and manual operation D Discussion and documentation relating to control system operation D Discussion and documentation relating to system processor and its control applications D Powering up, powering down AV system via control system D Manual operation of display systems, audio system and all other related components D Use/operation of patch panels, when and where to be used D 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. D Provide equipment, materials and service items per the contract products and services detail. D Provide systems equipment integration and supervisory responsibility of the equipment integration. D Provide systems configuration, checkout and testing. D Provide project timeline schedules. D Provide necessary information, as requested, to the owner or other parties involved with this project to insure that proper AC electrical power and cableways and/or conduits are provided to properly integrate the equipment within the facilities. D Provide manufacturer supplied equipment documentation. D Provide final documentation and "as built" system drawings (CAD) -if purchased. D Provide system training following integration to the designated project leader or team. I. CUSTOMER INTEGRATION SERVICES RESPONSIBILITIES D 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. D Provide for the ordering, provisioning, installation, wiring and verification of any Data Network (LAN, WAN, T1, ISDN, etc.) and Telephone Line (Analog or Digital) equipment and services prior to on-site integration. D Provide all necessary cableways and/or conduits required to facilitate AV systems wiring. D Provide all necessary conduit, wiring and devices for technical power to the AV systems equipment. D Provide reasonable accesses of AVI Systems, Inc. personnel to the facilities during periods of integration, testing and training, including off hours and weekends. D Provide a secure area to house all integration materials and equipment. D Provide a project leader who will be available for consultation and meetings. D Provide timely review and approval of all documentation (Technical Reports, Drawings, Contracts, etc.). City Attorney Approved Version 9/27/17 10 PRODUCTS AND SERVICES DETAIL PRODUCTS: Description Equipment CBL-CG330-SVR-HA TIGHTROPE Hardware Assurance for CBL-CG-2 SVR CBL-SVR440 TIGHTROPE Web centric Cablecast head end 2 automation system CUSTOM-TIGHTROPE 2 c.hannel configurable 1 x1 or 0x2 TIGHTROPE_HARDWARE SD/HDfilll CAR-XT243-PLR-BND TIGHTROPE ~XT243 Networked Media 6 Player with HDMI output, POE+, and 16 GB Class 10 microSD Card. Inc CAR-XT243-PLR-BND TIGHTROPE ~XT243 Networked Media Player with HDMI output. POE+. and 16 GB Class 10 microSD Card Inc CBL-SVC-PH-HRL Y TIGHTROPE Remote Trainmg, Installation Assistance and Service CBL-PRO-HA TIGHTROPE Hardware Assurance CBL-PRO 4 CBL-FLEX2-HA TIGHTROPE Hardware Assurance for CBL-4 FLEX2-340 CBL-SAS-CH-4YR TIGHTROPE Cablecast Software Assurance for 4 2 ~ per channel (110) CBL-HD-3 CRESTRON Crestron® Certified HDMI® Interface 6 Cable, 18 ~ 3 tt, (0 91 m) Sub-Total: Equipment Integration ProJect Management On Site Integration Integrations Cables & Connectors Sub-Total: Integration Sub-Total: PRODUCTS AND SERVICES SUMMARY Contract#: Contractor: Address: GS-35F-0230X AVI SYSTEMS INC 8052 FLINT STREET, LENEXA, KS, 66124-3334 Equipment Integration Shipping & Handling Tax Grand Total Price Extended $296 70 $593 40 $4,945 05 $989010 $31,134.83 $31.134.83 $494.38 $2,966.28 $786.52 $786.52 $12921 $387 63 $247 25 $989.00 $791.21 $3.164 84 $1 087 91 $2 175 82 S24.39 $146 34 $52,234.76 $827.43 $1411.48 $142 86 $2,381.77 154,616.53 $52,234.76 $2,381.77 $587.00 $4,059.27 $59,262.80 Client#· 1101881 AVISYS ACORD,M CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 10/20/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: USI Insurance Services, LLC r..tJ8.Nt.ro, Ext): 701 989-7675 I rffc, No): 877 411-5097 4207 Boulder Ridge Road ~iD~~ss: lesley.bentz@usi.com Suite 225 -~ INSURER(S) AFFORDING COVERAGE NAIC# Bismarck, ND 58503 INSURER A : Atlantic Specialty Insurance Co 27154 INSURED INSURER B: AVI Systems, Inc. INSURER C: 8019 Bond Street Lenexa, KS 66214 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. --INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER IMM/DD/YYYY) I (MM/DD/YYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY 7110081910011 ~4/01/2017 04/01/2016 EACH OCCURRENCE $1,000,000 -D CLAIMS-MADE [!] OCCUR ~~~~rt,~m~~~Jt7r~ence) $1,000,000 MED EXP (Any one person) $10,000 --- PERSONAL & ADV INJURY $1,000,000 -GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 =4 [!] PRO-[_!] LOC $2,000,000 POLICY JECT PRODUCTS -COMP/OP AGG OTHER: $ A AUTOMOBILE LIABILITY 7110081910011 p4I01I2011 04I01I201a COMBINED SINGLE LIMIT $1,000,000 /Ea accident\ - X ANYAUTO BODILY INJURY (Per person) $ -ALL OWNED ~ SCHEDULED BODILY INJURY (Per accident) $ -AUTOS r--AUTOS X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) -r-- $ -·- A ~ UMBRELLA LIAB ~ OCCUR 7110081910011 M/01/2017 04/01/201S EACH OCCURRENCE $10 000 000 ··- EXCESS LIAB CLAIMS-MADE AGGREGATE s10 000 000 / OED I XI RETENTION $0 $ A WORKERS COMPENSATION 4060169150010 p4I01I2011 04/01/2016 X IPER I lnH-AND EMPLOYERS" LIABILITY STATllTF Y/N ANY PROPRIETOR/PARTNER/EXECUTIVEllil E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 A Technology E&O 7110081910011 P4to1/2017 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) RE: lnsured's General Operations CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1635 Faraday Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Carlsbad, CA 92008-7314 AUTHORIZED REPRESENTATIVE I ~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #S21763158/M20123708 AKTZP This page has been left blank intentionally. THIS ENDORi ;ENT CHANGES THE POLICY. PLEAi iEAD 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 1 O. 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 seNicing as the vendor t·j ~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: Page2of7 (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 lnsuranc,: _:,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 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 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. h. 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 lnsured, 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 damageM 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. Jn 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 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 $500 a day. VCG2070607 Includes copyrighted material of Insurance Services Office, Inc. Page7of7 Copyright 2004, OneBeacon Insurance Group WORKERS COMPENSATl AND EMPLOYERS LIABILITY INSUR .'.;E POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule BLANKET This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The infonnation below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective O 4 / 0 1/20 0 8 Policy No. 4 0 6 -0 1 -6 9 -15 -0 0 0 1 Endorsement No. Insured AUD I OV I SUAL, I NC. Premium$ lnsuranceCompany OneBeacon America Insurance Company~-i...o.~/4 Countersigned BY. • rJNYJ{fJ,1.-?tJr\,.. 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. Extra Expense -Broadened Coverage 2. Airbag Discharge 12. Fellow Employee Exclusion 3. Auto Theft Reward 13. Glass Repair -Waiver of Deductible 4. Blanket Waiver of Subrogation 14. Hired Auto Physical Damage Coverage 5. Bodily Injury Redefined -Mental Anguish 15. Hired Auto -Worldwide Coverage Territory 6. Broad Form Named Insured 16. Lease Gap Coverage 7. Communications Equipment 17. Liability Coverage -Supplementary Payments 8. Drive Other Car -Executive Officers 18. Newly Formed or Acquired Organizations 9. Duties In The Event of Accident, Claim, Suit or Loss 10. Employees As Insureds 19. Physical Damage -Transportation Expenses 20. TowinQ-Anv 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 anytime. VCA 20102 06 Includes copyrighted material of Insurance Services Office, Inc. Copyright 2004, !! ! !!!!lllllltll!ll!l!!l!!l!!!t!!!!!!!!!!! ! ! ! !!!! ! @@@@@@@@@@@@@@@@@@@@@ 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 Ill -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 11-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" 1or 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. Page2 or 4 Includes copyrighted material of Insurance Services Office, Inc. VCA20102 05 Copyright 2004, 1!! II l!!l!!!!!!!!!!!!!!ll !I I!1!11I!!!!! ! !!!!1!1111 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 -~HYSICAL 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". VCA20102 OS Includes copyrighted material of Insurance Services Office, Inc. Page3 of 4 Copyright 2004, ! 11!!!!!!!! !!!!!!!!l!I! !!!!!! ! !!!!!!!!!!!!!!!!!! ! ! 15. HIRED AUTO -WORLDWIDE COVERAGE TERRITORY I The definition of coverage territory 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 M 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 '1nsured" 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 labor is shown in the Schedule or in the Declarations. b. The limit ls $100. Page 4of 4 Includes copyrighted material of Insurance Services Office, Inc. VCA2010206 Copyright 2004, !!!!!!!!!!!!!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!!!! !! !