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AVI Systems Inc; 2022-11-29;
CITY OF CARLSBAD MINOR PUBLIC WORKS CONTRACT FARADAY CONFERENCE ROOMS 173 A&B AUDIO UPGRADE ($60,000 or Less) This agreement is made on the ______ day of ___________ , 2022, 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 shall 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 Public 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. Faraday Conf. Rooms 173 A&B Audio Upgrade Page 1 of 8 City Attorney Approved 8/2/2022 DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 November29th 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. 7::::::-�� ---:: z::P-. Signature: ....!-a,:. .-, �t'• ...� Print Name: :;;.. ll 1d g,,.,. +; k J 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 Cattfornia 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. Faraday Conf. Rooms 173 A&B Audio Upgrade Page 2 of 8 City Attorney Approved 8/2/2022 DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 BUSINESS LICENSE. The Contractor and all subcontractors are required to have and maintain a valid City of Carlsbad Business License for the duration of the contract. 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) 6/30/2023 (DIR registration exp. date) Faraday Conf. Rooms 173 A&B Audio Upgrade 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 8/2/2022 DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 for 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: Mm0v ~Ju- Information Technology Director ATTEST: j~ R.. --WV,~ FAVIOLA MEDINA City Clerk Services Manager 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: CINDIE K. McMAHON, City Attorney BY: (i1t,,),;.k k.. ~IA, City Attorney Faraday Conf. Rooms 173 A&B Audio Upgrade Page 4 of 8 City Attorney Approved 8/2/2022 DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 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 will 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 Exoiration Date Contract None 0 Total % Subcontracted: ______ _ Faraday Conf. Rooms 173 A&B Audio Upgrade Page 5 of 8 City Attorney Approved 8/2/2022 EXHIBIT B JOB QUOTATION See attached proposal 1139837 dated September 14, 2022 (Exhibit B). *Includes taxes, fee's, expenses and all other costs. Faraday Conf. Rooms 173 A&B Audio Upgrade Page 6 of 8 City Attorney Approved 8/2/2022 DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 Retail Sales Agreement AVI Systems Inc., 10070 Willow Creek Road San Diego, CA, 92131-1623 | Phone: (858)653-4300, Fax: (858)695-7844 Proposal Number: 1139837 Proposal Date: September 14, 2022 Prepared For: Carlsbad, City of 173A/B Audio Upgrade Attn: Mike Lesh Prepared By: Ryan Walsh Phone: (858)653-4339 Email: ryan.walsh@avisystems.com Attn: Mike Lesh Attn: Mike Lesh Carlsbad, City of Carlsbad, City of - Administration Offices 1635 Faraday Ave 1635 Faraday Ave Carlsbad, CA, 92008-7314 Carlsbad, CA, 92008-7314 Phone: (760)602-2460 Phone: (760)602-7577 Email: Mike.Lesh@carlsbadca.gov Email: Mike.Lesh@carlsbadca.gov Customer Number: 542100 COMMENTS PRODUCTS AND SERVICES SUMMARY Equipment $27,748.55 Integration $28,687.96 Shipping & Handling $1,302.00 Tax $2,197.77 Grand Total $59,936.28 Unless otherwise specified. The prices quoted reflect a discount for a cash payment (i.e., check, wire transfer) made by Customer in full within the time stated for payment on each invoice. Discount only applies to new items included on the invoice, and only applies if the balance on the invoice is paid in full. All returned equipment is subject to a restocking charge. The prices are valid for 15 days and may be locked in by signing this Retail Sales Agreement. Overdue balances are subject to a finance charge of 1.5% per month, or interest at the highest rate permitted by applicable law. In the event AVI must pursue collection of unpaid invoices, Customer agrees to pay all of AVI’s costs of collection, including its attorneys’ fees. BILL TO SITE Exhibit "B"DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 RSA: 1139837 Printed on September 14, 2022 Page 2 of 6 INVOICING AND PAYMENT TERMS Customer and AVI have agreed on the payment method of ACH. Payment must be remitted by stated method. To the extent Customer seeks to use of any payment methods other than stated, and that payment method results in an increased transaction cost to AVI, the new payment must be approved in writing, and the Customer shall be responsible for paying the increased transaction cost to AVI associated with the change in payment method. Payments shall be made 30 days from invoice date. So long as the invoice has been sent and the Customer’s payment is made within the terms work will continue. AVI uses progress billing, and invoices for equipment and services allocated to the contract on a monthly basis. Unless otherwise specified, all items quoted (goods and services) as well as applicable out of pocket expenses (permits, licenses, shipping, etc.) are invoiced in summary (including applicable sales taxes due for each category of invoiced items). Customer is to make payments to the following “Remit to” address: AVI Systems NW8393 PO Box 1450 Minneapolis, MN 55485-8393 A monthly summary of detailed equipment received is available upon request. Equipment received may be different than equipment billed based on agreed billing method. TAXES AND DELIVERY Unless stated otherwise in the "Products and Services Summary" above, AVI will add and include all applicable taxes, permit fees, license fees, and delivery charges to the amount of each invoice. Taxes will be calculated according to the state law(s) in which the product(s) and/or service(s) are provided. Unless Customer provides a valid tax exemption certificate for any tax exemption(s) claimed, AVI shall invoice for and collect all applicable taxes in accordance with state law(s), and Customer will be responsible for seeking a tax credit/refund from the applicable taxing authority. DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 RSA: 1139837 Printed on September 14, 2022 Page 3 of 6 SERVICES TO BE PROVIDED INTEGRATION SERVICES INTEGRATION SCOPE OF WORK A. SUMMARY: The City of Carlsbad has requested a quote for an audio upgrade to Rooms 173A/B in their City Administration Building. The existing system is overly complex and requires a lot of steps to set up room audio whether in divide and combine mode. AVI Systems recommended upgrade will provide a simple to use, state of the art system. B. SYSTEM DESCRIPTION: 173A & 173B Audio Upgrade •Functionality Description: The audio system in this divide/combine space will be upgraded to be more user-friendly and simpler to select which microphones they would like to use in each room when the rooms are divided. This proposal includes de- installing any existing audio equipment that will no longer be necessary. This includes de-installing the (4) existing 8 channel mic mixers, the Shure audio processor, and the volume control wall plates. The existing amplifiers and ceiling speakers will be re-used. AVI Systems will provide (2) blank wall-plate to blank off existing holes. Old equipment will be e-wasted. •Displays: o The existing projectors will remain in place. This proposal includes adding projector on/off and screen up/down control from (2) new 10” Crestron touch panels that will be installed in each room. It is assumed that the existing ceiling speakers and projector are structurally sound and up to code. If they are not, AVI Systems will present a change order to bring the existing speakers and projector up to code. •Source Devices: o Video sources will remain the same. •Audio: o A New Biamp Tesira Server I/O DSP will be installed and programmed by AVI. The Biamp Tesira server I/O will convert the existing analog audio system into a Dante digital audio system. The DSP will be installed in the existing rack in 173A. o AVI will connect the existing line level audio coming from the projectors to the Biamp Tesira Server I/O. o AVI will install new black Dante-enabled Bluetooth wall plates in each room, which will allow users to connect their smart phone or tablet via Bluetooth and play audio through the system. Each wall plate also includes a standard 3.5mm audio input if users would prefer to connect their phone/tablet using a standard 3.5mm audio cable. o AVI will also install new black Dante enabled microphone input/output wall plates which will allow end users to connect a wired handheld microphone into the system in each room and/or have “Press Feed” connections in each room. o The (12) existing Shure SLX4 wireless microphone receivers will remain in place as well as the (12) Shure MX890 wireless gooseneck microphones. AVI will provide (1) additional MX890 wireless gooseneck base and a Shure MX410 gooseneck microphone to replace a broken unit. AVI may be able to create an RMA for the broken microphone to get it fixed, as well. This would provide the City of Carlsbad with a “backup” wireless gooseneck mic if another microphone fails/breaks in the future. o AVI will also install (6) new Shure SLX4-D wireless receivers into the existing equipment rack. This addition will provide (4) wireless handheld and (2) lavalier mics. This will allow users to use all of their wireless microphones simultaneously, rather than being limited to only a total of (12) wireless mics. o The existing amplifiers and speakers will remain in place and be re-used for this upgrade. •Controls: o Each room will receive a new wall-mounted white Crestron 10” touch panel to be mounted 48” AFF to touch panel center in each room. o Users will choose whether they would like the rooms to be combined or divided from the touch panel. o Users will be able to select which microphones they would like to use in each room when the rooms are divided. If a user selects a microphone to be used in room 173A, that microphone will not be selectable from the 173B touch panel and vice versa. o There will be individual volume control for each wireless microphone and the hardwire inputs and outputs on the touch panels, as well. o This proposal also includes the ability to turn the system on and off from each touch panel, which will turn the projector in the specified room on/off and raise/lower the corresponding projector screen. The existing manual screen controls will remain in place as a backup. B. SYSTEM DESCRIPTION: 173A & 173B Audio Upgrade (Cont.) •Equipment Location: o The existing equipment rack in 173B will remain in place and used to house the new equipment. By removing the unnecessary audio equipment, this should free up enough space in the rack to house the following new equipment: •(6) Shure SLX4-D receivers DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 RSA: 1139837 Printed on September 14, 2022 Page 4 of 6 •(2) Biamp Tesira Server I/O DSP •(2) Shure UA844 antenna distribution systems •(1) Netgear 30 port PoE switch •(1) Attero Tech unDI4 analog to Dante converter •(1) Crestron RMC4 control processor •(2) Crestron C2N-IO control expansion modules •(1) SurgeX SEQ-1U power conditioner. o The existing Crown amplifier in 173A will remain in place, and the output of the new Biamp Tesiraforte DSP’s will be connected to it. o This proposal also includes a standard microphone stand and a desk microphone stand for a handheld mic. C. EXCLUSIONS: The following work is not included in our Scope of Work: •All conduits, high voltage, wiring panels, breakers, relays, boxes, receptacles, etc. •Concrete saw cutting and/or core drilling •Fire wall, ceiling, roof, and floor penetration •Necessary gypsum board replacement and/or repair •Necessary ceiling tile or T-bar modifications, replacements and/or repair •Structural support of equipment *AVI Systems not responsible for building related vibrations •Installation of ceiling mounted projection screen •All millwork (moldings, trim, cut outs, etc.) •Patching and Painting •Permits (unless specifically provided for and identified within the contract) •Unless otherwise stated the pricing in this agreement does not include prevailing wage or union labor •Unless specifically noted lifts and scaffolding are not included D. CONSTRUCTION CONSIDERATIONS: Intentionally Left Blank E. NOTICE: THIS SCOPE OF WORK IS DELIVERED ON THE BASIS OF THE FOLLOWING ASSUMPTIONS: •Site preparation by the Customer and their contractors includes electrical and data placement per AVI Systems specification. •Site preparation will be verified by AVI Systems project manager or representative before scheduling of the installation. All work areas should be clean and dust free prior to the beginning of on-site integration of electronic equipment. •Customer communication of readiness will be considered accurate and executable by AVI Systems project manager. •In the event of any arrival to site that AVI Systems is not able to execute work and definable progress, the Customer will be charged a $250.00 Mobilization Fee to offset the lost time due to the lack of readiness. The Mobilization Fee will be presented as a Contract Change Order and will/may halt work until acceptance by the Customer and rescheduling of the integration effort is agreed upon. •Rescheduling and redeployment of AVI Systems technicians due to unacceptable site preparation may cause scheduling delays of up to 10 business days. •There is ready access to the building / facility and the room(s) for equipment and materials. •There is secure storage for equipment during a multi-day integration. •If Customer furnished equipment and existing cabling is to be used, AVI Systems assumes that these items are in good working condition at this time and will integrate into the designed solution. Any repair, replacement and/or configuration of these items that may be necessary will be made at an additional cost. •All Network configurations including IP addresses are to be provided, operational and functional before AVI Systems integration begins. AVI Systems will not be responsible for testing the LAN connections. •Cable or Satellite drops must be in place with converter boxes operational before the completion of integration. Any delay resulting in extra work caused by late arrival of these items will result in a change order for time and materials. •Document review / feedback on drawings / correspondence will be completed by the Customer within two business days (unless otherwise noted). •The documented Change Control process will be used to the maximum extent possible – the Customer will have an assigned person with the authority to communicate/approve project Field Directed Change Orders and Contract Change Orders (see Appendix). •In developing a comprehensive proposal for equipment and integration services AVI Systems’ Sales Representatives and Engineering teams must make some assumptions regarding the physical construction of your facility, the availability of technical infrastructure and site conditions for installation. If any of the conditions we have indicated in the site survey form are incorrect or have changed for your particular project or project site, please let your Sales representative know as soon as possible. Conditions of the site found during integration effort which are different from those documented may have an effect on the price of the system solution, integration, or services. To ensure that you have an accurate proposal based on your facility and specific to the conditions of your project, please review all project documentation carefully. DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 RSA: 1139837 Printed on September 14, 2022 Page 5 of 6 F. INTEGRATION PROJECT MANAGEMENT PROCESSES AVI Systems will follow a foundational project management process which may include the following actions/deliverables (based on the size/complexity/duration of the integration project): •Site Survey – performed prior to Retail Sales Agreement and attached •Project Welcome Notice – emailed upon receipt of Purchase Order •Project Kick-Off meeting with Customer Representative(s) – either by phone or in-person •Project Status reviews – informal or formal – either by phone or in-person (based on the size/complexity/duration of the project) •Project Change Control – comprised of Field Directed Change Order and/or Contract Change Order submittals (see Appendix)•Notice of Substantial Completion (see Appendix) – at Customer walk-through – prior to Service transition 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: •Equipment and system overview •Equipment operation and function •Equipment startup, stop, and shut down •Equipment automatic and manual operation •Discussion and documentation relating to control system operation •Discussion and documentation relating to system processor and its control applications •Powering up, powering down AV system via control system •Manual operation of display systems, audio system and all other related components •Use/operation of patch panels, when and where to be used •Who to call when help is required H. AVI SYSTEMS INTEGRATION SERVICES RESPONSIBILITIES AVI Systems will provide services/work for the project as described above in the Scope of Work or per the attached separate Scope of Work document detailing the scope of work to be performed. •Provide equipment, materials and service items per the contract products and services detail. •Provide systems equipment integration and supervisory responsibility of the equipment integration. •Provide systems configuration, checkout, and testing.•Provide project timeline schedules. •Provide necessary information, as requested, to the owner or other parties involved with this project to ensure that proper AC electrical power and cableways and/or conduits are provided to properly integrate the equipment within the facilities. •Provide manufacturer supplied equipment documentation. •Provide final documentation and “as built” system drawings (CAD) - if purchased. •Provide system training following integration to the designated project leader or team. I. CUSTOMER INTEGRATION SERVICES RESPONSIBILITIES •Provide for the construction or modification of the facilities for soundproofing, lighting, electrical, HVAC, structural support of equipment, and decorating as appropriate. Includes installation of ceiling mounted projection screen. •Provide for the ordering, provisioning, installation, wiring and verification of any Data Network (LAN, WAN, T1, ISDN, etc.) and Telephone Line (Analog or Digital) equipment and services prior to on-site integration. •Provide all necessary cableways and/or conduits required to facilitate AV systems wiring. •Provide all necessary conduit, wiring and devices for technical power to the AV systems equipment. •Provide reasonable accesses of AVI Systems personnel to the facilities during periods of integration, testing, and training, including off hours and weekends. •Provide a secure area to house all integration materials and equipment. •Provide a project leader who will be available for consultation and meetings. •Provide timely review and approval of all documentation (Technical Reports, Drawings, Contracts, etc.). DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 RSA: 1139837 Printed on September 14, 2022 Page 6 of 6 PRODUCTS AND SERVICES DETAIL PRODUCTS: Model # Mfg Description Qty Price Extended TESIRA SERVER-IO BIAMP Configurable I/O DSP with up to 48 channels of I/O, 1 DSP-2 card (2 additional DSP-2 cards can be ad 1 $4,352.94 $4,352.94 TESIRA SEC-4 BIAMP Tesira 4 channel mic/line input card with acoustic echo cancellation per channel 9 $493.98 $4,445.82 TESIRA SOC-4 BIAMP Tesira 4 channel mic/line output card 2 $216.87 $433.74 TESIRA DAN-1 BIAMP Tesira 64x64 Dante? module for use in SERVER or SERVER-IO chassis 1 $993.98 $993.98 TESIRA DSP-2 BIAMP Tesira DSP card with two DSPs 1 $566.27 $566.27 GSM4212PX-100NAS NETGEAR M4250-10G2XF-POE+ MANAGED SWITCH 1 $930.11 $930.11 SLXD24D/B58-G58 SHURE Dual Wireless Vocal System with BETA 58 2 $1,162.35 $2,324.70 SLXD14D-G58 SHURE Dual Combo System with (2) SLXD1 Bodypacks and SLXD4D Receiver 1 $1,028.98 $1,028.98 MX890=-G4 SHURE WIRELESS PORTABLE BASE 1 $468.67 $468.67 MX410/C SHURE MICROPHONE, GOOSENECK W/PREAMP 1 $273.55 $273.55 UA844+SWB SHURE ANTENNA/POWER DISTRIBUTION SYSTEM 2 $492.17 $984.34 UA221 SHURE Passive Antenna Splitter/Combiner Kit. Includes Two Splitter/Combiners, Four Coaxial Cables, and Att 2 $143.07 $286.14 UA834WB SHURE In-line antenna amplifier for remote mounting. (470-902 MHz) 2 $143.07 $286.14 UND6IO-BT QSC PROCESSOR,unD6IO-BT, 2 $948.19 $1,896.38 RDLDDBN22 RDL - RADIO DE Wall-Mounted Bi-Directional Mic/Line Dan 2 $731.25 $1,462.50 TSW-1070-W-S CRESTRON 10.1 in. Wall Mount Touch Screen, White Smooth 2 $1,855.42 $3,710.84 RMC4 CRESTRON 4-Series Control System 1 $662.65 $662.65 DS7E ATLAS Adjustable Height Desktop Mic Stand 8-13" Ebony Finish 1 $28.30 $28.30 T3664 ATLAS Platinum Design Series 64" Tripod Mic Stand 1 $60.64 $60.64 A25D SHURE SWIVEL ADAPTER 2 $6.87 $13.74 C2N-IO CRESTRON Control Port Expansion Module 2 $180.72 $361.44 PW-2407RU CRESTRON 18 Watt Cresnet® Power Supply, US/International 2 $60.24 $120.48 C2G-40414 C2G 12FT 3.5MM STEREO AUDIO C 2 $3.80 $7.60 U1V MIDDLE ATLANTI 1SP VENTED UTILITY SHELF 2 $43.20 $86.40 SEQ-1U SURGEX SEQ SURGE & POWER COND 1RU 20A 1 $1,077.47 $1,077.47 254246EZVT1000 WEST PENN WIRE 4P 23G SLD CAT 6 PLENUM Violet 2 $405.42 $810.84 CN-EZ6STBT-50 Cat6 Restrain Relief Boots Pack of 50 1 $13.65 $13.65 32-6EZP WEST PENN WIRE Category 6 UTP Modular Plug 50Bag 1 $60.24 $60.24 Engineering & Drawings $3,180.00 Project Management $3,300.00 Programming $8,400.00 Cable Placement $2,100.00 In Shop Fabrication $1,312.50 On Site Integration $7,948.20 Testing & Acceptance $1,312.50 Training $525.00 Integration Cables & Connectors $609.76 Total: $56,436.51 Refer to page 1 for the Grand Total that includes the Taxes, and Shipping & Handling DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 CALIFORNIA CERTIFICATE OF ACKNOWLEDGMENT .. -· .. . .. the individual who signed the document to which this certificate is attached, and not I A notary public or other officer completing this certificate verifies only the identity of the truthfulness, accuracy, or validity of that document. I State of California ) County of Slirt-.> 'b\e G-o ) ' On N~~eM~ea.. '2.l.<f, 'Z,~'2,t. ~f.l)?,.GU\ ~\lf.L..6~, ~01'~~:'.1 Pu&uc.. before me, I (here insert name and title of the officer) personally appeared ~" \1:) G\JtJ1\~ "-,, I I 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 I upon behalf of which the person(s) acted, executed the instrument. I l 8 REBECCA SHB.BY I I I certify under PENALTY OF PERJURY under the laws of the · · Commission No. 2422193 > State of California that the foregoing paragraph is true and correct. i NOTARY PUBLIC -CALIFORNIA ifi t SAN DIEGO COUNTY -I CommissK>n Expires October 20, 2026 f I WITNESS my hand and official seal. Signature ~ (Seal) ' .. Optional Information Although the information in this section is not required by law, it could prevent fraudulent remo\JI and reattachment of this acknowledgment to an unauthorized document and may pro·:e useful to persons relying on the attached document. Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of ________________ _ containing ___ pages, and dated ____________ _ The signer(s) capacity or authority is/are as: 0 lndividual(s) D Attorney·in-Fact D CorporateOfficer(s) ___________________ _ D Guardian/Conservator D Partner -Limited,General D Trustee(sl Title(•) D Other: ______________________ _ representing: _____________________ _ Name(s) or Person{() or Entit,,it •) Sign:r 1s R~presenting Method of Signer ldentification Proved to me on the basis of satisfactory evidence: 0 form(s) of identification O credible · itness(es) Notarial event is detailed in notary journal on: Page # ___ Entry # Notary contact: __________ _ Other 0 Additional S,gner(s) 0 Signer(s) Thumbpront(s) □------------ ' I' ,i ' I• • Cop,11ght 200: -2017 Notar, Rot r PO Box 41400, Ce, Moines, IA S031 1·0~07. \II Rights Rese, ed. Item Number 101772, Please contact . our Authouzed Reseller to purchase cop1ts of this form. DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 Bond No. 30175056 EXHIBIT C 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: FARADAY CONFERENCE ROOMS 173 A & B AUDIO UPGRADE 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 :-fifty-nine thousand nine 1..1.!Jndred thirty-six dollars and twenty-eight -. ---------------------Qo.Uaffi ·-------- ($59 936.28- - --• --), 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 tor 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. Faraday Cont. Rooms 173 A&B Audio Upgrade Page 7 of 8 City Attorney Approved 8/2/2022 DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 In the event that Contractor is an individual, it is agreed that the death of any such Contractor shall not exonerate the Surety from its obligations under this bond. Executed by CONTRACTOR this _...,a/....,b"--1.A. ___ day .20 ~ CONTRACTOR: AVI Systems, Inc. sign here) Stl/., ~ ,//vJ (print name here) t/~lf /Jtt!~t:bn,tf or f:INJ-nJuf" (title and organization of signatory) By:---------------- (sign here) (print name here) (title and organization of signatory) Executed by SURETY this J [ £1!} day , 2od., SURETY: Western Surety Company (name of Surety) 151 N. Franklin St., Chicago, IL 60606 (address of Surety) (312) 822-5000 (telephone number of Surety) By: J1;a liif; ✓L -:i,1cr½,e·~c&<tl\,, (~rt?ture'tS'tAttorney-in-act) Mary T. Flanigan, Attorney-in-Fact (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: CINDIE K. McMAHON City Attorney By: City Attorney Faraday Cont. Rooms 173 A&B Audio Upgrade Page 8 of 8 City Attorney Approved B/2/2022 DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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 truthfulness, accuracy, or validity of that document. State of tJ!(n £tt5 County of Johnsu1 On Nt,Jtmbw \ 1,,1 'J!?::r-./ -before me, _ · _ Public Date Here nd Title of the Officer Personally appeared _ ___.ICIL>rl..Llfo ....... (J...,__,_(..L..O=u ....... /l,4--'i'v,....,a.=n'-!-------------------- Name(s) of Signer(s) 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 instrumentthe 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 Kansas that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above ······------------·------·-····-··--·-------··-··--···---·-·-···---· OPTIONAL----·-···-·---··--------··---·------------·-·----··-·------------- Though this section is optionol, completing this information con deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document _______________ Document Date __________ _ Number of Pages ________ Signer(s)OtherThan Named Above _____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name _____________ _ D Corporate Officer-Title(s) D Partner O Limited D General D Individual O Attorney in Fact D Trustee O Guardian or Conservator D Other ______________ _ Signer Is Representing ___________ _ Signer's Name _______________ _ D Corporate Officer-Title(s) =---------□ Partner D Limited OGeneral D Individual D Attorney in Fact D Trustee D Guardian or Conservator D Other _______________ _ Signer Is Representing ___________ _ DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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 truthfulness, accuracy, or validity of that document. State of Kansas County of _J,,,o""h"--'n,,_,so,,_n'---------- On November16,2022 Date before me, Veronica Lawver , Notary Public Here Insert Name and Title af the Officer Personally appeared __ M...:a::c.ry<....:..T...:. F_la"'-n-'-'ige..:a::c.n __________________________ _ Name{s) of Signer{s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the w ithin instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized ca pacity(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. VERONICA LAWVER Notary Public-State of Kansas My Appt. Expires g /t D./,95 Place Notary Sea I Above I certify under PENALTY OF PERJURY under the laws of the State of Kansas that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (~~ Signature ~--~ Sign---:::Ure of~ --------------------------------------------------------------------OPTIONAL------------------------------------------------------------------ Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to on unintended document. Description of Attached Document Title or Type of Document ______________ Document Date __________ _ Number of Pages ________ Signer(s) Other Than Named Above ____________ _ Capacity(ies) Claimed by Signer(s) Signer"s Name _____________ _ D Corporate Officer-Title(s) _______ _ 0 Partner D Limited D General D Individual 1K] Attorney in Fact D Trustee D Guardian or Conservator D Other _____________ _ Signer Is Representing __________ _ Signer's Name ______________ _ D Corporate Officer-Title(s) =---------□ Partner D Limited 0General 0 Individual D Attorney in Fact D Trustee D Guardian or Conservator D Other _______________ _ Signer Is Representing ___________ _ DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 Western Surety Company POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT Know All .\1cn By Tlwsc Prcs,•nts. Th:it WESTERN SURETY C'OMP/\:--JY. a South Dakota cnrporntion. is a duly organized :utd existing torporntion having i1, principal o!Tice in the City of Sioux Falls. and S1a1c of South Dakorn. and 1ha1 i1 docs by vinue of the signature and seal herein atlixed hereby make. cons1i1111e and apr<>int Patrick T. Pribyl, Debra J. Scarborough, Mary T. Flanigan, Christy M. Braile, Jeffrey C. Carey, Charles R. Teter Ill, Evan D. Sizemore, Charissa D. Lecuyer, Rebecca S. Leal, C. Stephens Griggs, Tahitia M. Fry, Kellie A. Meyer, Veronica Lawver, Lauren Scott, Erin C. Lavin, Hillary D. Shepard, Individually or Kansas City. MO. i1s lruc and h.1wful :\ltonlt.'y(s)-in-F:1ct wilh foll poWL'r ~rnd authority h~rcby conferred to ~ign. sc:11 and c:<ecull~ for and on its bdmlf bonds. undcnakings and other obligalury ins1rumc111s of similar nature -In Unlimited Amounts - and lo bind i1 I hereby as folly and 10 the s:,me cslcnl as ;,·such inslrumcnl~ were signed hy a duly authorized of'ficcr 01'1hc corporation and all 1he acls of said Attorney. pursunnl lo th1.: authority h\!n:by gi\ i..:n. are hc:n:by r;.11ifo:d and co111irml!<l. This Power llf A11nmcy is made and cxccuied pursuanl lo and hy authority of lhc By-I.aw printed <>n the reverse hereof'. duly adllptcd. as indic:llcd. by the shan:holdcrs of thi.: corporali\m, In Witness Wh~retJf. Wl'STERN SURETY COMPANY has caused lhcsc prcscn1s lo he signed hy ils Viet· Pn·sidcn1 and its coqmr:tlc seal to he hcrclll allixcd on this ~nd day uf December, 2021 . Slate of South Dakolu County of Minnehaha WESTERN SURETY COMPANY On this 2nd day of Dccc•mbcr. 2U2 I. bdorc me personally came Paul T. J.lrullul. 10 me known, \\"hll. being by me <.luly sworn. did dcpllsc and say: 1hat he 11:sidcs in the C'i1y of Sioux Falls. Stace of South Dakota: thnt he is the Vice President of WESTERN SURETY COMPANY described in and which executed the ahovc iostn11ni:nt; that he knows the seal of said corporal ion: thal the seal affixed to the said instnuncrH is such cnrpnr::ilc seal: that it was so aflixcJ pursuanl lu au1hori1y given by ihc iloard of Directors uf said corporation and 1ha1 he signed his name 1hcrc1u pursuant 10 like authority. and acknowledges same to be the al't and deed of said corporn1ion . l\<ly commission expires March 2. 2026 ............. -................................ . f M. BENT ~ 1~MOTARY PUBLIC~: :~SOUTH 0AKOTA\3fV: ................................................ /Y/~_ CERTIFICATE M. Ben 1. Notary Puhlic I. L. Nelson, i\ssistanl Sccrc1ary of WESTERN SURETY COl\ll'i\1 'Y do hereby certify 1ha1 1hc Power of /\ttomc~ hereinabnvc set forth is still ,n force. and ti,nhcr ccr1ify that the By-Law of the corporation p1in1cd on the reverse hcrct,f is still in force. In testimony whereof I h,\\"c hereunto subscribed my name and aflixcd the seal of tlu: suid rorporation this day of" WESTERN SURETY COMPANY Fonn F42S0.7-~012 Go to www.cnasurety.com >Owner/ Obligee Services> Validate Bond Coverage, if you want to verify bond authenticity. DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 Authorizing By-Law ADOPTED BY THE SHAREHOLDERS OF WESTERN SURETY COMPANY This Power of i\llomcy is made and executed pursuant 10 und by au1hori1y of the following Oy-Law duly adop1cd by 1hc shareholders of the Company. Section 7. All bonds, policies. undertakings. Powers of Attorney, or olhcr obligations of the corporation shall be executed in the corporate name t>f the Company by the Pn:$idcn1. Secretary. and Assistant Secretary. Treasurer. or any Vice President. or by such other officers as the Board of Oirectors may authorize. The President. any Vice President, Secre1ary. any Assista111 Secretary. or 1he Treasun:r may appoint Attorneys in Facl or agents who shall have authority 10 issue bonds. policies, or undc11akings in the name of lhc Company. The 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 :my such officer and the corporate seal nwy be printed by facsimile. DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 STATE OF CALIFORNIA DEPARTMENT OF INSURANCE SAN FRANCISCO AMENDED Certificate of Authority NI! 3472 Tms Is ro CERTIFY, That, pursuant to tM Insurance Code of the State of CaU/ornw, WESTERN SURETY COMPANY of SIOUX FALLS, SOUTH DAKOTA , organu:ed und,,, trn, • .subfect to U. Article.,. of Incorporation or Jaw.,. of SOt.rrH DA KOT A other fundamental orgoniuuumal clocument.J, Lt hereby authorized to tramact within thu Stale, subfect to all promsion.s of thu Certtficate, trn, following CUl.fHI of ln.surance: SURETY and LIABILITY a.J such cl03se.J are now or may hereafter be defined in ths lnsuf'ance LAW8 of tha State of California. Tms CDITIFJCATE i.f e:q,ressly conditioned upon tha holder hereof now and herea#er being in full compliance wUh all, and not fn violation of any, of th11 applicable law. and lawful r11qulrements nwde under authority of the /,a.w, of the State of California a, long a.s 1NCh /,aw, or requirementa are in effect and applicable, and a, such law and requirement., now ore, or may htsreafter be changed or amended. Fee Rec. No. Filed NOTICE, IN WITNESS WHEBEOF, effective a, of ths ____ -21..SL_ ...... day of. __ ___.MARQ ______ , 191.5..., I have hereunto m my hand and cmaed my o{ficlal .Jeal to be affixed thu-2.lSl'-- day of ___ ?:IARCH , 19} 5 -· WESLEY J. KINDER 1,....,_. Com""'""'- By ~U~v~~~ D~ Quali{k-alion with 1he Secretary of State must be accomplished as required by tho Callfomfa Corporation., Codu promptly after is.S11anco of tJJ., Certificate of Authority. Failure tD do so will be a violation of Iru. Code Sec. 701 nud will be grounds for rovokfng this Certillcato of Authority punuant to tho oovenantr roado in tho nppliaition thtlrefor Rnd the conditions contained herein. AVI Systems, Inc. Signing Authorization and Delegation of Authority Pli October 2019 Your Name: Employee # Date: Branch: Signing Authorization Form Pursuant with your responsibilities as , you are hereby delegated the authority and responsibility to plan for and to manage the businesses and activities assigned to the position. Operationally, you are delegated general authority to take actions as you deem necessary to carry out the responsibilities assigned to you. This authority must be exercised consistent with the objectives of the approved operating plans, approved department budget, approved salary action plan and policies of the company. With regards to commitments, purchases, and other financial obligations, you are authorized up to the limits determined in Exhibit A - AVI’s Senior Management Signing Authorization. By signing below, you accept full responsibility for the authorization granted herein and the terms and conditions stipulated in the Signing Authorization and Delegation of Authority Policy. Signature Date Date COO/Board Secretary Area Vice Presedent David W. Bunting June 10th, 2020 San Diego COO/Board Secretary:Joel Lehman 6/10/2020 6/10/2020 10576 JC!#Le+unMv AVI Systems, Inc. Signing Authorization and Delegation of Authority Pli October 2019 Exhibit A Board of Directors no limit no limit no limit no limit no limit Comp. Committee of Board of Directors n/a n/a n/a n/a n/a Executive Officers Chief Executive Officer no limit no limit no limit no limit no limit 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 A VI SYSTEMS, INC. Corporate Resolution Authorities The undersigned, being members of the Board of Directors (the "Company"), a corporation organized under the provisions of the laws of North Dakota, hereby adopt and approve the following resolution in writing at the annual meeting December 12, 2019: WHEREAS, the undersigned desire to authorize certain transactions on behalf of the Company; NOW, THEREFORE, the Directors of the Company hereby adopt the following resolution: 1. Officers. RESOLVED, that the following persons are elected as the Managers of the Company and shall be known as Officers, to serve with the titles set opposite their names at the pleasure of the Board of Directors: Corporate Office Name Business Title Chairman Joseph Stoebner Chairman President Jeffrey Stoebner Chief Executive Officer Chief Financial Officer Christopher Mounts Chief Financial Officer Treasurer Randi Borth Corporate Treasurer Secretary Joel Lehman Chief Operating Officer 2. Company Seal. RESOLVED, that the Company shall have a company seal, but its use shall not be required for any purpose and failure to use such a seal shall not affect the validity of any documents executed on behalf of the Company 3. Fiscal Year. RESOLVED, that the fiscal year of the Company is fixed as April 1 to March 31 of each year. 4. Auditors. RESOLVED, that Eide Bailly LLP is appointed as the independent auditors for the Company. 5. Banking Depository. RESOLVED, that Wells Fargo Bank is appointed as the depository for the funds of the Company and that the resolution is hereby adopted for such purpose and the Chairman, President, Chief Financial Officer, Treasurer and Secretary of the Company (Executive Officers) are, and each of them is, hereby authorized to execute and deliver on behalf of the Company such resolution or resolutions and such other agreements, instruments and certificates as may be necessary or appropriate to establish and confirm Wells Fargo Bank as the depository for the Company. 6. Legal Relationship. RESOLVED, that Hellmuth & Johnson PLLC is appointed designated legal counsel for general legal matters, and that Husch Blackwell LLP is appointed designated legal counsel for the A VI Systems, Inc. 40l(k) ESOP Plan matters. 7. Directed ESOP Trustee RESOLVED, that Alerus Financial, N.A., is appointed acting solely in its capacity as Trustee of the AVI Systems, Inc. Employee Stock Ownership Plan. 8. Qualification to Do Business. RESOLVED, that the Company is authorized to qualify, obtain authority or otherwise register to do business as a Company in all the states of the United States of America and in such other jurisdictions in which such action may be or become required or advisable, in the name of the Company or in such other fictitious or "doing business as" name as may be necessary or appropriate in the judgment of the Executive officers of the Company, the Chairman, President, Chief Financial Officer, Treasurer and Secretary of the Company are, and each of them is, hereby authorized to execute and deliver on behalf of the Company such applications, designations, appointments, agreements, instruments and certificates as may be necessary or appropriate for such purpose, including the designation of registered offices and appointment of agents for service in such jurisdictions, and any additional resolution or resolutions required by such jurisdictions to be adopted by the Board of Directors of the Company for such purpose are hereby adopted. 9. General Authorization. RESOLVED, that the Chairman, President, Chief Financial Officer, Treasurer and Secretary of the Company are, and each of them is, hereby authorized and directed to take all such actions as such officer may deem necessary or appropriate to carry out the purposes and intent of and to consummate and implement the transactions contemplated by the foregoing resolutions, including, without limitation, the execution and delivery in the name of and on behalf of the Company of any and all certificates, documents, agreements and instruments including powers of attorney and other delegations of authority, as may be required or desirable therefore, all in such form and containing such terms as such officer may approve, such approval to be conclusively evidenced by his execution and delivery thereof. IN WITNESS WHEREOF, the undersigned members of the Board of Directors of the Company have subscribed their names as of the 12th day of December, 2019. ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 3/17/2022 (701) 224-7047 25615 AVI Systems, Inc. 8019 Bond Street Lenexa, KS 66214 25674 A 1,000,000 630-6P418787 4/1/2022 4/1/2023 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A 810-6P420390 4/1/2022 4/1/2023 25,000,000B CUP-6P422499 4/1/2022 4/1/2023 25,000,000 0 B UB-6P809829 4/1/2022 4/1/2023 1,000,000 N 1,000,000 1,000,000 B Technology E&O ZPL-16N78588 4/1/2022 Occurrence/Aggregate 7,000,000 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. City of Carlsbad / CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 AVISYST-01 LBENTZ Choice Insurance 207 E Front Ave Bismarck, ND 58504 Lesley Bentz l.bentz@insurewithchoice.com Charter Oak Fire Insurance Company Travelers Property Casualty Company of America X 4/1/2023 X X X X X X X DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8~. ACORD f--D □ f-- f-- ~ Fl □ □ ~ ~ ~ f--f-- f--f-- ~ H I I I I I □ -- WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00)- POLICY NUMBER: 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: DATE OF ISSUE: 4 1 2020 ST ASSIGN: UB -6P809829 Any person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 ~ TRAVELERSJ Policy Number: 630 6P418787 DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 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 reseNed. Page 1 of5 lndudes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 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 Toe Travelers Indemnity Company. All rights reserved. CG D417 0219 lndudes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 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 Toe Travelers Indemnity Company. All rights reseNed. Page 3of5 lndudes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 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 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 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 Toe Travelers Indemnity Company. All rights reserved. CG D417 0219 lndudes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A58F8C8E-23C7-4F14-A3B5-E0A081FAACB8 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 Toe Travelers Indemnity Company. All rights reserved. Page 5of5 lndudes copyrighted material of Insurance Services Office, Inc. with its permission.