Loading...
HomeMy WebLinkAboutAVI Systems Inc; 2023-04-07; (5)CITY HALL – CONFERENCE ROOM 3 HYBRID SET-UP Page 1 of 9 City Attorney Approved 2/14/2023 CITY OF CARLSBAD MINOR PUBLIC WORKS CONTRACT CITY HALL – CONFERENCE ROOM 3 HYBRID SET-UP ($60,000 or Less) This agreement is made on the ______________ day of _________________________, 2023, by the City of Carlsbad, California, a municipal corporation (hereinafter called "City"), and AVI Systems, Inc., a North Dakota stock corporation, whose relevant 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, as contained in the Standard Specifications for Public Works Construction “Greenbook,” latest edition and including all errata; Part 1 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. DocuSign Envelope ID: 3F488B65-2789-437E-B5DF-6F6E36781A55 7th April CITY HALL – CONFERENCE ROOM 3 HYBRID SET-UP Page 2 of 9 City Attorney Approved 2/14/2023 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: ___________________________________ Print Name: ___________________________________ 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. DocuSign Envelope ID: 3F488B65-2789-437E-B5DF-6F6E36781A55 David Bunting CITY HALL – CONFERENCE ROOM 3 HYBRID SET-UP Page 3 of 9 City Attorney Approved 2/14/2023 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, officials (elected and appointed) 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 90 working days after receipt of Notice to Proceed. CONTRACTOR’S INFORMATION. AVI Systems, Inc. 10070 Willow Creek Road (name of Contractor) 792548 (street address) San Diego, CA 92131-1623 (Contractor’s license number) C7-Low Voltage (city/state/zip) 858-653-4300 (license class. And exp. Date) 1000036874 (telephone no.) 858-695-7844 (DIR registration number) 6/30/2023 (fax no.) Ryan.Walsh@avisystems.com (DIR registration exp. date) (e-mail address) /// /// /// /// /// /// /// DocuSign Envelope ID: 3F488B65-2789-437E-B5DF-6F6E36781A55 CITY HALL – CONFERENCE ROOM 3 HYBRID SET-UP Page 4 of 9 City Attorney Approved 2/14/2023 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 CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) IT Department Director (print name/title) By: ATTEST: (sign here) SHERRY FREISINGER City Clerk (print name/title) 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 Group B Chairman, President, or Vice-President 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: _____________________________ Deputy City Attorney DocuSign Envelope ID: 3F488B65-2789-437E-B5DF-6F6E36781A55 RVPDavid Bunting for CITY HALL – CONFERENCE ROOM 3 HYBRID SET-UP Page 5 of 9 City Attorney Approved 2/14/2023 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 Type of Work to be Subcontracted Business Name and Address DIR Registration No. License No., Classification & Expiration Date % of Total Contract None 0 Total % Subcontracted: _______________ The Contractor must perform no less than 50% of the work with its own forces. DocuSign Envelope ID: 3F488B65-2789-437E-B5DF-6F6E36781A55 CITY HALL – CONFERENCE ROOM 3 HYBRID SET-UP Page 6 of 9 City Attorney Approved 2/14/2023 EXHIBIT B Scope of Services A. SUMMARY: The City has requested a conferencing solution for City Hall - Conference Room 3. B. SYSTEM DESCRIPTION: Conference Room 3  Functionality Description:  Displays: ▪ The existing OFE 82” Displays, and articulation mount will be reused in this room ▪ Contractor will provide and install a new Neat Bar Pro below the OFE Display with a new Screen mount attached to the TV ▪ Contractor will provide and install a new Neat Pad controller wall mounted on the right side the OFE Display  Source Devices: o Neat Bar Pro with built in camera, microphones and speakers mounted below the displays. o The existing OFE Barco Clickshare will be use for content sharing and wireless presentation. This will be connected to the HDMI Input of the Neat Bar.  Audio: o Video conference audio via the sound bar.  Conferencing: o Microsoft Teams conferencing via the sound bar. Dialing is accomplished via the Neat Pad.  Controls: o Neat Pad touch panel dials the conference. Contractor will setup and install the equipment and the end user will provide the applicable licensing. Contractor will coordinate with the customer in the connection of the Neat Bar system to the City’s Microsoft Teams platform C. The following work is not included in Contractor’s 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 *Contractor is 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 agreement)  Unless specifically noted lifts and scaffolding are not included D. CONSTRUCTION CONSIDERATIONS: In order to accomplish the outlined goals of this project, the City will be responsible for contracting with an outside entity to make the necessary modifications to the space as directed by Contractor. The costs associated with these modifications are not included in this proposal. DocuSign Envelope ID: 3F488B65-2789-437E-B5DF-6F6E36781A55 CITY HALL – CONFERENCE ROOM 3 HYBRID SET-UP Page 7 of 9 City Attorney Approved 2/14/2023 E. NOTICE: THIS SCOPE OF WORK IS DELIVERED ON THE BASIS OF THE FOLLOWING:  The room(s) match(es) the drawings provided.  Site preparation by the Customer and their contractors includes electrical and data placement per Contractor specification.  Site preparation will be verified by Contractor’s 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.  City’s communication of readiness will be considered accurate and executable by Contractor’s project manager.  In the event of any arrival to site that Contractor is not able to execute work efficiently and definably progress, the City will be charged a fee to reimburse Contractor for all lost time and inefficiencies. At this time, the City will be presented a Contract Change Order and will/may halt work until acceptance by the City and rescheduling of the integration effort is agreed upon.  Rescheduling and redeployment of Contractor 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 City furnished equipment and existing cabling is to be used, Contractor 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 Contractor’s integration begins. Contractor 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 City within two business days (unless otherwise noted).  The documented Change Control process will be used to the maximum extent possible – the City will have an assigned person with the authority to communicate/approve project Field Directed Change Orders and Contract Change Orders.  In developing a comprehensive proposal for equipment and integration services Contractor’s Sales Representatives and Engineering teams must make some assumptions regarding the physical construction of City facility, the availability of technical infrastructure and site conditions for installation. If any of the conditions Contractor has indicated in the site survey form are incorrect or have changed for City’s particular project or project site, please let the Contractor’s 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. F. INTEGRATION PROJECT MANAGEMENT PROCESSES Contractor 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 DocuSign Envelope ID: 3F488B65-2789-437E-B5DF-6F6E36781A55 CITY HALL – CONFERENCE ROOM 3 HYBRID SET-UP Page 8 of 9 City Attorney Approved 2/14/2023  Project Welcome Notice – emailed upon receipt of Purchase Order  Project Kick-Off meeting with City 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  Notice of Substantial Completion – at City 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 start-up, stop, and shut down  Equipment automatic and manual operation  Discussion and documentation relating to control system operation  Discussion and documentation relating to system processor and its control applications  Powering up, powering down AV system via control system  Manual operation of display systems, audio system and all other related components  Use/operation of patch panels, when and where to be used  Who to call when help is required H. CONTRACTOR INTEGRATION SERVICES RESPONSIBILITIES Contractor will provide services/work for the project as described above. 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. CITY 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 Contractor personnel to the city facilities during periods of integration, testing and training, including off hours and weekends.  Provide a secure area to house all integration materials and equipment. DocuSign Envelope ID: 3F488B65-2789-437E-B5DF-6F6E36781A55 CITY HALL – CONFERENCE ROOM 3 HYBRID SET-UP Page 9 of 9 City Attorney Approved 2/14/2023  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.). PRODUCTS AND SERVICES DETAIL PRODUCTS: Model # Mfg Description Qty Price Extended NEATBARPRO- SE NEAT Collaboration Bar designed for MST Up to three screens, integrated camera, microphones and wall, t 1 $4,784.15 $4,784.15 NEATPAD-SE NEAT Neat Pad - Controller / scheduling display. Includes 1 year warranty. 1 $723.17 $723.17 152G6S0005 LIBERTY AV CAT6A STP PATCH CABLE 5' BLK 1 $8.44 $8.44 Engineering & Drawings $604.26 Project Management $406.52 Cable Placement $258.70 On Site Integration $776.10 Testing & Acceptance $64.68 Training $64.68 Integration Cables & Connectors $85.37 Total: $7,776.06 Shipping & Handling $253.00 Tax $434.09 Grand Total $8,463.16 PRODUCTS AND SERVICES SUMMARY Equipment $5,515.76 Integration $2,260.31 Shipping & Handling $253.00 Tax $434.09 Grand Total $8,463.16 DocuSign Envelope ID: 3F488B65-2789-437E-B5DF-6F6E36781A55 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 DocuSign Envelope ID: 3F488B65-2789-437E-B5DF-6F6E36781A55 ~ AVI ~ JC!#Le+unMv AVI Systems, Inc. Signing Authorization and Delegation of Authority Pli October 2019 Exhibit ADocuSign Envelope ID: 3F488B65-2789-437E-B5DF-6F6E36781A55 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: 3F488B65-2789-437E-B5DF-6F6E36781A55 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 DocuSign Envelope ID: 3F488B65-2789-437E-B5DF-6F6E36781A55 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: 3F488B65-2789-437E-B5DF-6F6E36781A55 ~ ACORD" ~ D ~ ~ Fl □ ~ ~ ~ ~ ~ I I □ □ ~ ~ ~ 0 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: 3F488B65-2789-437E-B5DF-6F6E36781A55 ~ TRAVELERSJ Policy Number: 630 6P418787 DocuSign Envelope ID: 3F488B65-2789-437E-B5DF-6F6E36781A55 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: 3F488B65-2789-437E-B5DF-6F6E36781A55 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 reserved. CG D417 0219 lndudes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 3F488B65-2789-437E-B5DF-6F6E36781A55 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 reseNed. Page 3of5 lndudes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 3F488B65-2789-437E-B5DF-6F6E36781A55 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 The Travelers Indemnity Company. All rights reserved. CG D417 0219 lndudes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 3F488B65-2789-437E-B5DF-6F6E36781A55 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.