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HomeMy WebLinkAboutAVI Systems Inc; 2021-10-21;CITY OF CARLSBAD MINOR PUBLIC WORKS CONTRACT DOVE LIBRARY EXPLORATION HUB ($60,000 or Less) This agreement is made on the ______ day of __________ _, 2021, by the City of Carlsbad, California, a municipal corporation, (hereinafter called "City"), and AVI Systems, Inc. whose principal place of business is 10070 Willow Creek Road, San Diego, CA 92131-1623 (hereinafter called ''Contractor"). City and Contractor agree as follows: DESCRIPTION OF WORK. Contractor shall perform all work specified in the Contract documents for the project described by these Contract Documents (hereinafter called "Project"). PROVISIONS OF LABOR AND MATERIALS. Contractor shall provide all labor, materials, tools, equipment, and personnel to perform the work specified by the Contract Documents unless excepted elsewhere in this Contract. CONTRACT DOCUMENTS. The Contract Documents consist of this Contract, exhibits to this Contract, Contractor's Proposal, the Plans and Specifications, the General Provisions, addendum(s) to said Plans and Specifications, and all proper amendments and changes made thereto in accordance with this Contract or the Plans and Specifications, all of which are incorporated herein by this reference. When in conflict, this Contract will supersede terms and conditions in the Contractor's proposal. LABOR. Contractor will employ only skilled workers and abide by all State laws and City of Carlsbad Ordinances governing labor. GUARANTEE. Contractor guarantees all labor and materials furnished and agrees to complete the Project in accordance with directions and subject to inspection approval and acceptance by: Mike Lesh (City Project Manager) PAYMENT. The City shall withhold retention as required by Public Contract Code Section 9203. WAGE RATES. The general prevailing rate of wages for each craft or type of worker needed to execute the Contract shall be those as determined by the Director of Industrial Relations pursuant to Sections 1770, 1773 and 1773.1 of the Labor Code. Pursuant to Section 1773.2 of the Labor Code, a current copy of the applicable wage rates is on file in the Office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all workers employed by him or her in execution of the Contract. Contractor shall be responsible for insuring compliance with provisions of section 1777.5 of the Labor Code and section 4100 et seq . of the Public Contracts Code, "Subletting and Subcontracting Fair Practices Act." The City Engineer is the City's "duly authorized officer" for the purposes of section 4107 and 4107.5. The provisions of Part 7, Chapter 1, of the Labor Code commencing with section 1720 shal I apply to the Contract for work. A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Publ ic Contract Code, or engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Section 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Dove Library-Exploration Hub Page 1 of 8 City Attorney Approved 1/22/2020 Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. FALSE CLAIMS. Contractor hereby agrees that any contract claim submitted to the City must be asserted as part of the contract process as set forth in this agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32 .026, 3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference. Contractor hereby acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the contractor may be prevented from further bidding on public contracts for a period of up to five years and that debarment by another jurisdiction is grounds for the City of Carlsbad to disqualify the Contractor or subcontractor from participating in contract bidding. Signature: ==c=c::>::.::======~--E:.=:::..::~=~=~ Print Name: Do.. v ld ~~------'-'-'-~~-+------- REQUIRED INSURANCE. The successful contractor shall provide to the City of Carlsbad, a Certification of Commercial General Liability and Property Damage Insurance and a Certificate of Workers' Compensation Insurance indicating coverage in a form approved by the California Insurance Commission. The certificates shall indicate coverage during the period of the contract and must be furnished to the City prior to the start of work. The minimum limits of liability insurance are to be placed with California admitted insurers that have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. Commercial General Liability Insurance of Injuries including accidental death, to any one person in an amount not less than ........ $1,000,000 Subject to the same limit for each person on account of one accident in an amount not less than ....... $1,000,000 Property damage insurance in an amount of not less than ........ $1,000,000 Automobile Liability Insurance in the amount of $1,000,000 combined single limit per accident for bodily injury and property damage. In addition, the auto policy must cover any vehicle used in the performance of the contract, used onsite or offsite, whether owned, non-owned or hired, and whether scheduled or non- scheduled. The automobile insurance certificate must state the coverage is for "any auto" and cannot be limited in any manner. The above policies shall have non-cancellation clauses providing that thirty (30) days written notice shall be given to the City prior to such cancellation. The policies shall name the City of Carlsbad as an additional insured. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. Dove Library-Exploration Hub Page 2 of 8 City Attorney Approved 1/22/2020 INDEMNITY. The Contractor shall assume the defense of, pay all expenses of defense, and indemnify and hold harmless the City, and its officers and employees, from all claims, loss, damage, injury and liability of every kind, nature and description, directly or indirectly arising from or in connection with the performance of the Contract or work; or from any failure or alleged failure of Contractor to comply with any applicable law, rules or regulations including those related to safety and health; and from any and all claims, loss, damages, injury and liability, howsoever the same may be caused, resulting directly or indirectly from the nature of the work covered by the Contract, except for loss or damage caused by the sole or active negligence or willful misconduct of the City. The expenses of defense include all costs and expenses including attorneys' fees for litigation, arbitration, or other dispute resolution method. JURISDICTION. The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this agreement is San Diego County, California. Start Work: Contractor agrees to start within 30 working days after receipt of Notice to Proceed. Completion: Contractor agrees to complete work within 30 working days after receipt of Notice to Proceed. CONTRACTOR'S INFORMATION. Ill Ill Ill Ill Ill Ill AVI Systems, Inc. (name of Contractor) 792548 (Contractor's license number) C7-Low Voltage (license class. and exp. date) 1000036874 (DIR registration number) 6/30/2022 (DIR registration exp. date) Dove Library-Exploration Hub Page 3 of 8 10070 Willow Creek Road (street address) San Diego, CA 92131-1623 (city/state/zip) 858-653-4300 (telephone no.) 858-695-7844 (fax no.) Ryan.Walsh@avisystems.com (e-mail address) City Attorney Approved 1/22/2020 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: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: Maria Callander Information Technology Director ATTEST: f' o.wblo., (ltt)i1,v1., FAVIOLA MEDINA City Clerk Service Manager If required by City, proper notarial acknowledgment of execution by Contractor must be attached. !f....E corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group 8 Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: (i,,._jjt, k.. ~!A, Assistant City Attorney Seaauac:MCI 1ooae IHf ca\llGIIIB Dove Library-Exploration Hub Page 4 of 8 City Attorney Approved 1/22/2020 CALIFORNIA CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of SA tu 't) \ E ~o On _O_C..:_~_~ _5_____.__2_0_7..._\_ before me, 'Re.-e,ecc.A S »e L&j N o'rAR..,1 Pu1::J..1w (here insert name and title of th e officer) 1 f personally appeared __ l:) __ A_'1_l_D __ {b_\J_~_:-r_,_tJ_r;._ ________________ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature~ Optional Information COMM. #2251208 :2 Notary Public • California ~ San Diego County ... \]ll!EJJ''11" My Comm, Ex ires Jul 26, 2022 (Seal) Although the informarion in this section is not required by law, it could preven fra11du lem removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document. Description of Attached Document The preceding Certificate of Acknowledgment is attac hed to a document titled/for the purpose of ------------------ containing pages, and dated ---------------- The signer(s) capacity or authority is/are as: D lndividual(s) D Attorney-in-Fact LJ Corporate Officer(s) __________________ _ D Guardian/Conservator LJ Partner -Limited/General Trustee(s) Tite(i) LJ Other: ______________________ _ representing: _____________________ _ Name(s) of Pe .rnn{s) or 1:ntity(ies) Sig re( is ~eore.r;enc;ng -Method of Signer Identification Proved Lo me on the basis of satisfactory evidence: 0 ·o,m(;) of identification O credible witness(cs) Notarial event is detailed in notary journal on: Page # Entry 11 Notary contact: __________ _ Other D Addi ional Signer{s) Signer(s) Thu mbprint(s) □ --------------- ti Cop)'r gl1t 2007 20 17 Notory i\otary, PO Box 41~00, Iles Mo·ncs, IA 5031 1-0507. •\II Rights Reserved, Item Number 101772. Please contoct )'0u1 Auihori,ed ReSe ler ;o purrnase copies of this form. EXHIBIT A LISTING OF SUBCONTRACTORS BY GENERAL CONTRACTOR Set forth below is the full name and location of the place of business of each sub-contractor whom the Contractor proposes to subcontract portions of the Project in excess of one-half of one percent of the total bid, and the portion of the Project which wi ll be done by each sub-contractor for each subcontract. NOTE: The Contractor understands that if it fails to specify a sub-contractor for any portion of the Project to be performed under the contract in excess of one-half of one percent of the bid, the contractor shall be deemed to have agreed to perform such portion, and that the Contractor shall not be permitted to sublet or subcontract that portion of the work, except in cases of public emergency or necessity, and then only after a finding, reduced in writing as a public record of the Awarding Authority, setting forth the facts constituting the emergency or necessity in accordance with the provisions of the Subletting and Subcontracting Fair Practices Act (Section 4100 et seq. of the California Public Contract Code). If no subcontractors are to be employed on the project. enter the word "NONE." SUBCONTRACTORS Portion of Project to Business Name and Address DIR Registration License No., %of be Subcontracted No. Classification & Total Expiration Date Contract None 0 Total % Subcontracted: ______ _ Dove Library-Exploration Hub Page 5 of 8 City Attorney Approved 1/22/2020 EXHIBIT B (ENTER SCOPE OF WORK, SPECIFICATIONS, CONTRACTOR'S PROPOSAL, ETC.) JOB QUOTATION See attached proposal 1049028 dated July 23, 2021. *Includes taxes, fee's, expenses and all other costs. Dove library-Exploration Hub Page 6 of 8 City Attorney Approved 1/22/2020 EXHIBIT C Bond# 30125708 LABOR AND MATERIALS BOND WHEREAS, the City Council of the City of Carlsbad, State of California, has awarded to AVI SYSTEMS, INC . (hereinafter designated as the "Principal"), a Contract for: Dove Library-Exploration Hub in the City of Carlsbad, in strict conformity with the drawings and specifications, and other Contract Documents now on file in the Office of the City Clerk of the City of Carlsbad and all of which are incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute said Contract and the terms thereof require the furnishing of a bond, providing that if Principal or any of its subcontractors shall fail to pay for any materials, provisions, provender or other supplies or teams used in, upon or about the performance of the work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, WE, _AVI Systems, Inc._, as Principal, (hereinafter designated as the "Contractor"), and Western Surety Company as Surety, are held firmly bound unto the City of Carlsbad in the sum of forty-one thousand, eight hundred, twelve dollars and two cents ($41,812.02), said sum being an amount equal to: One hundred percent (100%) of the total amount payable under the terms of the Contract by the City of Carlsbad, and for which payment well and truly to be made we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if the Contractor or his/her subcontractors fail to pay for any materials, provisions, provender, supplies, or teams used in, upon, for, or about the performance of the work contracted to be done, or for any other work or labor thereon of any kind , consistent with California Civil Code section 9100, or for amounts due under the Unemployment Insurance Code with respect to the work or labor performed under this Contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the contractor and subcontractors pursuant to section 13020 of the Unemployment Insurance Code with respect to the work and labor, that the Surety will pay for the same, and, also, in case suit is brought upon the bond, reasonable attorney's fees, to be fixed by the court consistent with California Civil Code section 9554. This bond shall inure to the benefit of any of the persons named in California Civil Code section 9100, so as to give a right of action to those persons or their assigns in any suit brought upon the bond. Surety stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, or to the work to be performed hereunder or the specifications accompanying the same shall affect its obligations on this bond, and it does hereby waive notice of any change, extension of time, alterations or addition to the terms of the contract or to the work or to the specifications. Dove Library-Exploration Hub Page 7 of 8 City Attorney Approved 1/22/2020 In the event that Contractor is an individual, it is agreed that the death of any such Contractor sha ll not exonerate the Surety from its obligations under this bond. Executed by CONTRACTOR this 3d +, day of .£t ci,J ~ , 20-2:d_. I CONTRACTOR: AVI Systems, Inc. (name of Contractor) By: __ J?c--+=Qc;.._,yi::.....:....,..(\,..,L, ...... ', __,"B........,.,.0:\.:....::~...::o"-"""'-- (sign here) (print name here) :Jl2.EA.&>.. Q E R. . (title and organization of signatory) By: ______________ _ (sign here) (print name here) (title and organization of signatory) Executed by SURETY th is _2_9t_h ____ day of September SURETY: Western Surety Company (name of Surety) 151 N Franklin St, 17th Floor, Chicago, IL 60606 (address of Surety) (701 )356-817 4 (telephone number of Surety) GailT. (printed name of Attorney-in-Fact) (attach corporate resolution showing current power of attorney) (Proper notarial acknowledgment of execution by CONTRACTOR and SURETY must be attached.) {President or vice-president and secretary or assistant secretary must sign for corporations. If only one officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering that officer to bind the corporation.) APPROVED AS TO FORM: CELIA A. BREWER City Attorney By: Assistant City Attorney Dove library-Exploration Hub Page 8 of 8 City Attorney Approved 1/22/2020 State of J')o'Ylo a D County of ~'b,J(t!\ < ACKNOWLEDGEMENT OF PRINCIPAL On this 6()-1-'-day of ~, ol:J;;y,e~me a N?ta=:'~!~ and for the State of ~ ropa,a personally appeared -rf!::. 'r-&,, ~ know to me to be the Tho O 4, N , of the principal described in the within instrument and who executed the same and acknowledge to me that he/she executed the same for on behalf of the said principal. (SEAL) CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT Civil Code§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfu11ness, accuracy or validity of that document. ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• State of NORTH DAKOTA County of __ c_A_s_s ______ _ On ~\qif a3',dO)..I ~ oa1e r } be, Amy Glanzer, North Dakota Notary ,ore me, . N1me and f~le ol FJoiary personally appeared _____ G_a_il_T_. H_ay_e_s _______________________ _ Namo and or Names of Slgnar(s) Who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) lsfare subscribed to the within Instrument and acknowleqged to me that ~/she/they executed the same In hlsfher/thelr authorized capaclty(fes), and that by his/her/their slgnature(s) on the instrument the person(s), or the entity 1,1pon behalf of which the person(s) acted, executed the Instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph ls true and correct. · Witness my ha AMY GLANZER Notary Public State of North Dakota 'My Commission Expires Sept. 24, 2023 ----- Signature --t-7"<c~=>=-t'f-'ldrl=~h::~r-----Pla1:e Notary Public Seal Above __________ OPTIONAL ___________ _ Though the /nfonnatlon below ls not required by law, It may prove valueb/a to the persons relying on the document and could prevent fraudulent removal and reattaohment of /his form to another document. Description of Attached Document Title or Type of Document ______________________________ _ Document Date ___________________ Number of Pages: _________ _ Signer's Name: ______________ _ □ Individual □ Corporate Officer -Tltle(s):. ______ _ □ Partner -□ Limited □ General □ Guardian or Conservator ml Attorney-In-Fact □ Trustee D Other: ________ _ Signer is representing ____ _ Great American Insurance Company fllGtlT THUMl>PIIIN f Of'~W,NHl Topollhumb □ Individual D Corporate Officer-Tltle(s):. ______ _ D Partner -□ Limited □ General D Guardian or Conservator □ Attorney~in•Fact □ Trustee □Other: ________ _ Signer is representing ____ _ fllGtnnlllMUf'f11Nf or ~lHiNC:R Topolttunb ♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦♦ Western Surety Company POWER OF ATTORNEY APPOINTING JNDIVIDUAL ATTORNEY-IN-FACT Know All Men By These Presents, That WESTERN SURElY COMPANY, a South Dakota corporation, is a duly organi7.ed anrl existing corporation having its principal office in the City of Sioux Falls. and State of Soulh Dakota., and !hat it does by virtue of the signature and seal herein affixed hereby make, constiture and appoint Brenda L Parker, Judith L Jorissen, Daniel W Werner, Gail T Hayes, Michael J Boub, Phoebe L Kuntz, Zared Lefor, Charles P Klabo, Anthony Gross, Kristina Holtgard, Ashley Farthing, Amy Glanzer, Kathy Kramer, Senada .Ranglall, Susan B Fischer-LeBeau, Individually of Fargo. ND. its true and lawful Attomey(s}-in-Fact with full power and authority hereby conferred to slgn, seal and execute for and on its behalf bonds, undertakings und other obligatory instruments of similar nature • In Unlimited Amounts - and to bind it thereby as fully and to the same extent as if such instnuneots were signed by a duly authorized officer of the corporation and all the acts of said Attorney, pun;uant to the authority hereby given, al'e hereby r.itified nnd confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By-Law printed on the reverse hereof, duly adopted, as indicated. by the shareholders of the corporation. In Witness Whereof, WESTERN SURETY COMPANY has caused these presents to be sig11ed by its Vice President and its C-OJI)Orate seal co be hereto affixed on this 24th day of February. 2020. State of South Dakota County of Minnehaha WESTERN SURETY COMPANY On this 241h day of February, 2020, before me personally came Paul T. Bruflal. to me known, who, being by me duly sworn, did depose 11.nd say: that he resides in the City of Sioux Falls, State of South Dakota; that he is the Vice President of WESTERN SURETY COMPANY degcnbed in and which executed the above ins1rument; that be knows the seal of said corporation; that the seal affixed to the said Instrument i., such corporate s~:il; that it was so affixed pursuant to autho1ity given by the Board of Directors of said corporation and that he signed his narne thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporation. My commlssion expires June 23, 2021 CERTIFICATE J. Mohr, Noiary Public I, L Nelson, Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney hereinabove set fonh is stlll in force, and further certify that the By-Law of the corporation printed on the reverse hereof ls still in force. In testimony whereof I have hereunto subscribed my name and affixed the seal of the said corporation this 29th day of September 2021 WESTERN SURETY COMPANY Fann F4280•7-20l2 Go to www.cnasurety.com > Owner / Obligee Services > Validate Bond Coverage, if you want to verify bond authenticity. Authorizing By-Law ADOPTED BY THE SHAREHOLDERS OF WESTERN SURETY COMPANY Thls Power of Attorney is made and executed pursuant to and by authority of the following By-Law duly adopted by che shnrebolders of the Company. Section 7. All bonds, policies, undertakings, Powers of Attorney, or other obligations of the corporation shall be executed in th.e corporate name of the Company by the President, Secretary, imd Assistant Secretary, Treasurer, or any Vice President, or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or agenrs who shall have authority to issue bonds, policies, or undertakings in the name of the Company. TI1e corporate seal is not necessary for the validity of any bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation. The signature of any such officer and the corporate seal may be prinled by facsimile. JCJ-d ~ Board of Directors no limit no limit no limit no limit no limit Comp. Committee of Board of Directors n/a n/a n/a n/a n/a Executive Officers Chief Executive Officer no limit no limit no limit no limit no limit Chief Financial Offi cer $5,000,000 $2,500 ,000 $2,500,000 $2,500,000 $2,500,000 Treasurer $5,000,000 $2,500 ,000 $2,500,000 $2,500,000 $2,500,000 Chief Operating Officer $5,000,000 $2,500 ,000 $2,500,000 $2,500,000 $2,500,000 RVPsN P Sales/Managing Directors $500,000 $250.000 $250,000 n/a $500,000 Controller, Co!£.orate VP $500,000 $250,000 $250,000 n/a $500,000 r Ar;; VP-;:-Branch ~n;g;;s -- - --$250,000 $100,000 $100,000 n/a $250,000 -------------------------------- Sales Managers $150,000 n/a n/a n/a $150,000 <$25,000 <$25,000 box sale box sale Executive Account Managers only n/a n/a n/a only <$25,000 <$25,000 box sale box sale Senior Account Managers only n/a n/a n/a only <$25,000 <$25,000 box sale box sale Account Managers only n/a n/a n/a only Corporate Directors n/a n/a n/a n/a n/a Depart ment Managers, TSMs n/a n/a n/a n/a n/a Staff n/a n/a n/a n/a n/a DocuSign Envelope ID: 04F2E20C-725E-4C34-A 1D1-AA5348192416 AVI SYSTEMS, INC. Corporate Resolution Authorities The undersigned, being members of the Board of Directors (the "Company"), a corporation organized under the provisions of the laws ofNorth Dakota, hereby adopt and approve the following resolution in writing at the annual meeting December 12, 2019: WHEREAS, the undersigned desire to authorize certain transactions on behalf of the Company; NOW, THEREFORE, the Directors of the Company hereby adopt the following resolution: Officers, RESOLVED, that the following persons are elected as the Managers of the Company and shall be known as Officers, to serve with the titles set opposite their names at the pleasure of the Board of Directors: Corporate Office Name Business Title Chairman Joseph Stoebner Chairman President Jeffrey Stoebner Chief Executive Officer Chief Financial Officer Christopher Mounts Chief Financial Officer Treasurer Randi Borth Corporate Treasurer Secretary Joel Lehman Chief Operating Officer 2. Company Seal. RESOLVED, that the Company shall have a company seal, but its use shall not be required for any purpose and failure to use such a seal shall not affect the validity of any documents executed on behalf of the Company 3 • Fiscal Year. RESOLVED, that the fiscal year of the Company is fixed as April I to March 31 of each year. 4. Auditors. RESOLVED, that Eide Bailly LLP is appointed as the independent auditors for the Company. 5. Banking Depository. RESOLVED, that Wells Fargo Bank is appointed as the depository for the funds of the Company and that the resolution is hereby adopted for such purpose and the Chairman, President, Chief Financial Officer, Treasurer and Secretary of the Company (Executive Officers) are, and each of them is, hereby DocuSign Envelope ID: 04F2E20C-725E-4C34-A1D1-AA5348192416 ~ ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 3/29/2021 AVISYST-01 LBENTZ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~I~cT Lesley Bentz Choice Insurance ~g_N:o, Ext): (701) 224-7047 I FAX 207 E Front Ave (A/C, No): Bismarck, ND 58504 ifDA~~ss: l.bentz@insurewithchoice.com INSURER{Sl AFFORDING COVERAGE NAIC# INSURER A: Charter Oak Fire Insurance Comoanv 25615 INSURED INSURER B: Travelers lndemnitv Comoanv 25658 AVI Systems, Inc. INSURER c : Federal Insurance Company 20281 8019 Bond Street INSURER D : Travelers Property Casualty Company of America 25674 Lenexa, KS 66214 INSURERE : 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 ISSUBJECTTOALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICYEFF POLICY EXP LIMITS ITI> ,.,.,n ,,.,un . .. A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ~ D CLAIMS-MADE 00 OCCUR 630-6P418787 4/1/2021 4/1/2022 ~~~~~H9E~~~J~~ncel $ 1,000,000 ~ MED EXP /Anv one oersonl $ 10,000 1,000,000 PERSONAL & ADV INJURY $ ~ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Fl POLICY oo ~r8i □ LOC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY fE~~~b~~~tflNGLE LIMIT $ 1,000,000 X ANY AUTO 810-6P420390 4/1/2021 4/1/2022 BODILY INJURY {Per oersonl $ ~ OWNED ~ SCHEDULED ~ AUTOS ONLY ~ AUTOS BODILY INJURY {Per accident) $ HIRED NON-OWNED FP~?~~~d~t~AMAGE $ ~ AUTOS ONLY ~ AUTOS ONLY $ C X UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 25,000,000 EXCESSLIAB CLAIMS-MADE 93650979 4/1/2021 4/1/2022 AGGREGATE $ 25,000,000 DED I X I RETENTION $ 0 $ D WORKERS COMPENSATION XI ~ifTuTE I I OTH-AND EMPLOYERS" LIABILITY ER Y/N UB-6P809829 4/1/2021 4/1/2022 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE □ E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 D Technology E&O ZPL-16N78588 4/1/2021 4/1/2022 Occurrence/Aggregate 7,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The City of Carlsbad/CMWD is included as an Additional Insured on a Primary/Non-contributory basis re General Liability and Auto Liability as per written contract. Waiver of Subrogation is in favor of the additional insured re General Liability as required by written contract. 30-day Notice of Cancellation applies in favor of Additional Insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad / CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ,e,c. c/o EXIGIS Insurance Compliance Services P.O. Box947 Murrieta, CA 92564 AUTHORIZED REPRESENTATIVE I ~~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 04F2E20C-725E-4C34-A 1D1-AA5348192416 ~ TRAVELERSJ WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00)- POLICY NUMBER: UB -6P809829 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 DESIGNATED PERSON: DESIGNATED ORGANIZATION: Any person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. DATE OF ISSUE: 4-1 -2020 ST ASSIGN: DocuSign Envelope ID: 04F2E20C-725E-4C34-A1D1-AA5348192416 Policy Number: 630 6P418787 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is e:xcluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non-Owned Watercraft -75 Feet Long Or Less B. Who lsAn Insured -Unnamed Subsidiaries C. Who Is An Insured -Employees -Supervisory Positions D. Who Is An Insured -Newly Acquired Or Formed Limited Liability Companies E. Who ls An Insured-Liability For Conduct Of Unnamed Partnerships Or Joint Ventures F. Blanket Additional Insured -Persons Or Organizations For Your Ongoing Operations As Required By Written Contract Or Agreement G. Blanket Additional Insured -Broad Form Vendors H. Blanket Additional Insured -Controlling Interest PROVISIONS A. NON-OWNED WATERCRAFT -75 FEET LONG OR LESS 1. The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I COVERAGES -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) 75 feet long or less; and (b) Not being used to carry any person or property for a charge; 2. The following replaces Paragraph 2.e. of SECTION II -WHO IS AN INSURED: e. Any person or organization that, with your express or implied consent, either uses or I. Blanket Additional Insured -Mortgagees, Assignees, Successors Or Receivers J. Blanket Additional Insured -Governmental Entities-Permits Or Authorizations Relating To Premises K. Blanket Additional Insured-Governmental Entities-Permits Or Authorizations Relating To Operations L. Medical Payments -Increased Limit M. Blanket Waiver Of Subrogation N. Contractual Liability -Railroads 0. Damage To Premises Rented To You is responsible for the use of a watercraft that you do not own that is: (1) 75 feet long or less; and (2) Not being used to carry any person or property for a charge. B. WHO IS AN INSURED UNNAMED SUBSIDIARIES The following is added to SECTION II -WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under similar other insurance. CG D4170219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of5 lndudes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 04F2E20C-725E-4C34-A1D1-AA5348192416 COMMERCIAL GENERAL LIABILITY No such subsidiary is an insured for "bodily injury'' or "property damage" that occurred, or "personal and advertising injury'' caused by an offense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II -Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. C. WHO IS AN INSURED -EMPLOYEES SUPERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" to a co-"employee" while in the course of the co-"employee's" employment by you arising out of work by any of your "employees" who hold a supervisory position. D. WHO IS AN INSURED -NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES The following replaces Paragraph 3. of SECTION II-WHO ISAN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only: (1) Until the 18oth day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury'' arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II -Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization, other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. E. WHO IS AN INSURED -LIABILITY FOR CONDUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last paragraph of SECTION II -WHO IS AN INSURED: No person or organization is an insured with respect to the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership or joint venture that otherwise qualifies as an insured under Section II -Who Is An Insured. F. BLANKET ADDITIONAL INSURED -PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Occurs subsequent to the signing of that contract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which that contract or Page2 of 5 © 2017 The Travelers Indemnity Company. All rights reseNed. CG D417 0219 lndudes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 04F2E20C-725E-4C34-A1D1-AA5348192416 agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. G. BLANKET ADDITIONAL INSURED -BROAD FORM VENDORS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage'' that a. Occurs subsequent to the signing of that contract or agreement; and b. Arises out of "your products" that are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you or any distribution or sale for a purpose not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless 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; (4) Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (5) Demonstration, installation, servicing or repair operations, e)(C8pt such operations COMMERCIAL GENERAL LIABILITY performed at such vendor's premises in connection with the sale of "your products"; or (6) "Your products" tha~ 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 on behalf of such vendor. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. H. BLANKET ADDITIONAL INSURED CONTROLLING INTEREST 1. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury'', "property damage" or "personal and advertising injury'' that arises out of: a. Such financial control; or b. Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4. of SECTION II -WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. I. BLANKET ADDITIONAL INSURED MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its CG D4170219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3of5 lndudes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 04F2E20C-725E-4C34-A1D1-AA5348192416 COMMERCIAL GENERAL LIABILITY liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or any "personal and advertising injury'' caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury'', "property damage" or "personal and advertising injury'' arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. J. BLANKET ADDITIONAL INSURED GOVERNMENT AL ENTITIES -PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II -WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building ccx:le or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury'' arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. K. BLANKET ADDITIONAL INSURED GOVERNMENTAL ENTITIES -PERMITS OR AUTHORIZATIONS RELATING TO OPER- ATIONS The following is added to SECTION II -WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury'', "property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b. Any "bodily injury'' or "property damage" included in the "products-completed operations hazard". L. MEDICAL PAYMENTS -INCREASED LIMIT The following replaces Paragraph 7. of SECTION Ill -LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury'' sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. M. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we Page4 of 5 © 2017 The Travelers Indemnity Company. All rights reserved. CG D417 0219 lndudes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 04F2E20C-725E-4C34-A1D1-AA5348192416 waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury'' or "property damage" that occurs; or b. "Personal and advertising injury" caused by an ctfense that is committed; subsequent to the execution of the contract or agreement. N. CONTRACTUAL LIABILITY -RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; COMMERCIAL GENERAL LIABILITY 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. 0. DAMAGE TO PREMISES RENTED TO YOU The following replaces the definition of "premises damage" in the DEFINITIONS Section: "Premises damage" means "property damage" to: a. Any premises while rented to you or temporarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. CG D4170219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5of5 lndudes copyrighted material of Insurance Services Office, Inc. with its permission.