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HomeMy WebLinkAboutAgreementAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND U.S. MOBILE WIRELESS COMMUNICATIONS, INC. DBA DAY WIRELESS SYSTEMS THIS AGREEMENT is entered into this day of 2013, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and U.S. MOBILE WIRELESS COMMUNICATIONS, INC., a coporaticn, dba Day Wireless Systems, (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide a maintenance agreement for the Police Department and the Fire Department for the City of National City. WHEREAS, the CITY has determined that the CONTRACTOR is a technical equipment repair and installation company specializing in public safety systems, and qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the CONTRACTOR, and the CONTRACTOR agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services shall be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2a. SCOPE OF SERVICES — POLICE DEPARTMENT The CONTRACTOR will perform maintenance of equipment as set forth in the attached Exhibit "A" ($22,020.00). POLICE DEPARTMENT also will have CONTRACTOR perform installations such as radio installations, cabeling, modem installations and antenna installations as directed by the POLICE DEPARTMENT, and other projects as directed by the CHIEF OF POLICE ($23,000.00). 2b. SCOPE OF SERVICES — FIRE DEPARTMENT The CONTRACTOR will perform maintenance of equipment as set forth in Exhibit `°B" City's Standard Agreement 2011 revision The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 20% from the base amount. 3. PROJECT COORDINATION AND STJPERVISION. Lieutenant Robert Rounds hereby is designated as the Project Coordinator for the POLICE DEPARTMENT and Jason Matlock and Michael Lafrenere hereby are designated as the Project Coordinators for the FIRE DEPARTMENT and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Amador Macias thereby is designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall not exceed Forty Five Thousand Dollars ($45,020.00) for the POLICE DEPARTMENT. This not to exceed amount includes the specific scope of services set forth in Exhibit "A" totaling Twenty Two Thousand Twenty ($22,020.00) (POLICE) as set forth in Exhibit "A", for the term of this Agreement, and up to the remaining balance ($23,000.00) for additional parts, installations, services and equipment as set forth in Section 2a of the Agreement (Scope of Services -Police Department) during the term of the Agreement. The compenaation for the CONTRACTOR for the FIRE DEPARTMENT shall not exceed $10,089.00. This not to exceed amount includes the specific scope of services set forth in Sectio 2b of this AgreementExhibit "B". Billings shall include labor classifications, respective rates, hours worked and also materials, if any. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibits "A" and "B", as determined by the CITY. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) yeais from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORD. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONTRACTOR and the City cannot agree to the quality or acceptability of the 2 City's standard Agreement-2011 revision this Agreement, the City or the CONTRACTOR shall give to the other written notice. Within ten (10) business days, the CONTRACTOR and the City shall each prepare a r their position and file the same with the otherparty. The City rt which supports determine the quality or acceptability of the work, the manner of performance and/or the, with reasonable ease, compensation payable to the CONTRACTOR. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on July 1, 2013. The duration of this Agreement is for the period of 1 year, July 1, 2013 through June 30, 2014, provided that the parties may mutually agree to extend this Agreement on the same terms and conditions for three (3) additional one-year terms, 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other docents prepared by the CONTRACTOR for this Project, whether paper or electronic, shall become the property CITY for use with respect to this Project, and shall be turned over to the CITY u upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR assigns to the CITY, and CONSULTANT therebyexpressly hereby in, and the right to waives and disclaims any copyright gh reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONTRACTOR'S written work product for the CITY'S purposes, and the CONTRACTOR expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services afire CONTRACTOR and the CONTRACTOR'S employees, and it is recognized by the parties that a substantial 3 City.g 'd Agreement 2O11 revision inducement to the CITY for entering into this Agreement was, and is, the and competence of the CONTRACTOR and its employees. Neither this Agreement reputation nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTPR from employing or hiring as many employees, or SUBCONTRACTORS, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTPR with its SUBCONTRACTPR(S) shall require the SUTBCONTR .3,CTPR(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR'S employees, except as herein set forth, and the CONTRACTOR or the CONTRACTOR'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONTRACTOR its agents, servants, and employees are as to the CITY wholly independent CONTRACTOR, and that the CONTRACTOR'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTO performance of the services to be provided herein,ystate and the federal statutes and regulations, and all applicable ordinances, lrules, and applicable e C of National City, whether now in force or subsequently enacted. The CONTRACTOR and each c of its SUBCONTRACTOR(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS1 ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONTRACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONTRACTOR'S professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CITY, or, 4 City's Standard Agreemart-2011 tevi,3on when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub paragraph will render the CONTRACTOR liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for to einp yment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTPR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual, orientation, marital status, national origin, physical handicap,wiri : employment, or medical condition. Such action shall include but not be limited to the follo g upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, thror'gh no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONTRACTOR shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. The CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to 5 City'a Standard Agreement-2011 roviaian property, injuries to, or death of any person or persons, and all claims, demands, suites, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR'S performance or other obligations under this A greement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every description, including reasonable attorney's fees and defense costs nature and recovered presented, brought or against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONTRACTOR under this Agreement. 17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shalt require its SIIBCONTRACTOR(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum, coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned; and hired vehicles ("any auto"). The policy shall name the CITY and its officers, employees as additional insureds, and a separate additional insured endorsement shall be and provided. C. Commercial General Liability Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTORS employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. 6 City's stoma Agreement —2011 revision If no ject to the Compensation and Laborav�►s, CONTRACTOR has pR employees skiall execute Declaration �o� Workers' Declaration shall be provided to CONTRACTOR by CITY. to that effect. Said E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreenient. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and finoncial size category rating of not less than A VIE according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY' S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in hill force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense oldie action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. I + DIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled 7 City's Standard Agreement 2011 revision by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive judgment thereon may be entered in anycourt having parties, and a controversy. 'erg jurisdiction over the subject matter of the ersy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONTRACTOR shall perform all services in accordance with this Agreement. E. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR., whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONTRACTPR'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business (2) a reorganization, change in business name or change in business status of the CONTRACTOR 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return recei sent by ordinary mail, postage Pt requested; or fag prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: 8 City's Standard Agreement —2011 revision To CITY: Chief of Police City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONTRACTOR: Day Wireless 8300 Juniper Creek Lane Suite 100 San Diego, CA 92126-1072 Fire Director City of National City 1243 National. City Boulevard National City, CA 91950-4301 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or commtmication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL, REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR iepttsents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. JJ If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates 9 Ciy's standard Agreement —2011 revision apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5.00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shad be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors es such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such parry's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the 10 City''s Standard Agreement 2O1 I revision drafting party shall not apply in the any amendments hereto. IN WITNESS WHEREOF, and year first above written. CITY OF NATIONAL CITY By: Ron Morrison, Mayor APPROVED AS TO FORM: Claudia G. Silva, Esq. City Attorney interpretation of this Agreement, or any portions hereof, or the parties hereto have executed this Agreement on the date U.S. MOBILE WIRELESS COMMUNICATIONS, INC. DBA DAY WIRELESS SYSTEMS, INC. (Corporal- signatures of two corporate Vicars) By:r By: (Name) (Print) ree',LXV (Title) (Name) (Print) (Title) 11 City's Standard Agreement —2011 revision DAY WIRELESS SYSTEMS dba: US Mobile W/reless Communications, Inc. 8300 Juniper Creek Lane STE 100 San Diego, CA 92126 858-537-0709 Fax: 858-537-9570 CUSTOMER NAME: City of National City - Police Department ATTN: Accounts Payable BILLING ADDRESS: 1243 National City Blvd. CITY: National City ZIP 91950 CONTRACT START DATE: AUTO RENEWAL: CITY 3 3 1 1 1 1 7/1 /2013 YES X NO MODEL NUMNE U8!RIAL NUMBERressce PTioN Mobile Control Stations* Reomota 0p Positions* PLACE OF SERVICH G1eTO1ER VQ LaannoN DirVe4N MN4N SERVICE AGREEMENT DATE 6/15/2013 CUSTOMER #: NA7140 DAY WIRELESS SYSTEMS CUSTOMER/AGREEMENT: 565-00 CUSTOMER CONTACT: Anthony Abruscato aabruscato@nationa[cityca.gov TELEPHONE / FAX #: 619-336-4509 Fax: 619-336-4525 EXPIRATION DATE. 6/30/2014 MONTHLY SVC AMOUNT PER UNIT 9.00 EXTENDED 27.00 PAGE 1 OF 1 %MENTHEAOPFEIEir ACCEP1ED BrlEMOOREWOW-1E3.1fE6CUPUENTOTHE CUSTOMEMtlREENFHTORDER REFBENOEDAIME WILL BE 7ElMLF0 OYU MOBILEWIonEB3 INACCOROANCE WTTH THETBOM6ATA coEITIONE PAMTEpoNATTA HNENT. TNB{AOREEMFMCOMNOT IMLMO R6PLACENEta OPAMTOagq BgrTINIA ,ORasiMEOF*MYIRN1ILMEMON 11414.NngNryA, TOWER OR TOWER UOMINDUN.6gg SUCH WOW in o68CREFDEEiOW aPWALIR$TRUCTIDNaI HOURS OF SERVICE: 8:00 AM TO 4:30 PM Monday thru Friday excluding weekends and holidays. Spectra Consolette Existing* Ethernet Router* 74.00 25.00 9 3 15 17 67 20 6 56 3 Ethernet Switch* Tensor Channel Bank* XTL5000 Consolettes* BDA Astro Mobiles XT53000 Portables XTS5000 Portables 15.00 15.00 25.00 9.00 25.00 8.00 222.00 25.00 15,00 15.00 25.00 81.00 75.00 120.00 An annual preventative maintenance Inspection Is included In this contract and is to be scheduled by a representative of National City Police Department. This contract includes all parts and labor with the exception of antennas, batteries, cables, programming, physical abuse and waterichecmical damage. XTS2500 (warranty) XTS5000 Portables (Warranty Astro Mobiles X X 10.00 Moto Astms X 8.00 2.00 2.00 8.00 8.00 170.00 536.00 40.00 12.00 448.00 24.00 PAYMENT CYCLE: [ ] ANNUALLY [ ] SEMI-ANNUALLY [ ] QUARTERLY [x] MONTHLY [ ] OTHER (SPECIFY IN SPECIAL INSTRUCTIONS) TAX EXEMPT: I I YES, ATTACH EXEMPT CERTIFICATE [XjNO Totals for page 1 TOTAL PER MONTH $1.835.00 TAXES $0.00 TOTAL $1,835.00 THE ABOVE SERVICE AMOUNT ie SLBJECT TO STATE a LOCAL TAXWG JURISDICTION%, To SE VERIFIED BY DAY WIRELESS *Denotes that this equipment Is covered under 24/7/365. Contract Included pick up and delivery of portables. [ X ] NEW [ ] ADJUSTMENT AGREEMENT AGREEMENTS Addition si terns. dafln1Bons and conditioned Wa SERVICE AGREEMENT/Am Folnb.d on page 2. PURCHASE NUMBER AUTHORIZED CUSTOMER (SIGNATURE) DATE; SERVICE REPRESENTATIVE (SIGNATURE) DATE: DAYWIRELESS SYSTEMS dba: US Mobile Wireless Communications, inc. 8300 Juniper Creek Lane STE 100 San Diego, CA 92126 858-537-0709 Fax: 858-537-9570 CUSTOMER NAME: NATIONAL CITY -FIRE DEPT ATTN: BRENDA HODGES 619-336-4570 BILLING ADDRESS: 1243 NATIONAL CITY BLVD CITY: National City STATE CA ZIP CONTRACT START DATE: 7/1/2013 QTY MODEL NUMBEkISERIAL MUMBERIDESCRPTIOM YES 92050 AUTO RENEWAL: 14 Astor XTL5000 W9X Mobile Radios NO 11111 'PLACE OF SERVICE SERVICE AGREEMENT DATE 6/26/2013 CUSTOMER #: NAT130 DAYT w WIRELESS SYSTEMS CUSTOMERJAGREEMENT: 560-00 CUSTOMER CONTACT: TELEPHONE 1 FAX #: EXPIRATION DATE' 6/30/2014 CUSTEEF6 JIAC»ATION x YYCOTR fRivErB &Cara MAE.N MONTHLY SVC AMOUNT PER UNIr EXTENDED 4 35 28 2 4 5 1 Astro XTL5000 W7X Base Stations XTS5000 Portables Vehicular Tr!-chem charger Battery Maintenance Systems Impress Rapti Rate Chargers Desktop chargers Model AA1670 Batt Maint System Model WPLN4079BR x x x x x x x 15.00 15.00 9.00 7.50 3.00 3.00 3.75 9.00 210.00 60.00 315.00 210.00 6.00 12.00 18.75 9.00 wf JASEN MATLOCK/ MICHAEL LAFRENIERE 619-336-4550/619-336-4562 Sim atlockcnationaicItyca.gov PAGE 1 OF 2 WHEN THE MITEEVENr RT ACCEPTED BTUS NalBLE WISLEES Vie EDOPLINT ONTNEGISTaRERPAT EMENToRDER REFERENCED ABOVE WILL BE BERVteFO I U.B. AIDBILE W1MELEBe E1ACCORDANCE Wa14T10 TE MBANDco WIrIOHe PRIMED ON ATTACHMENT. TRIG AGREEMENT DOES NaTINWIDE REPLAcELENT APTEARM BATTEREA.Oq SEBBIEOM: ANY TRABEAPN ITH LPE.ANTBNNA TOWEROR TOWER LIONTINO UNLI36e SUM WCRIMDEsaPELED BELOW SPECIAL 114TRUCTIORB: HOURS OF SERVICE: 8:00 AM TO 4:30 PM Monday thru Friday. EXCLUDING WEEKENDS and HOLIDAYS. An annual preventive maintenance inspection Is Included in this contract and is to be scheduled by a representative of the FIRE DEPT. This contract Includes all parts and labor with the exception of antennas, batteries, cables, programming, physical abuse and waterlahemical damage. PAYMENT CYCLE: I ] ANNUALLY [ ] SEMI-ANNUALLY [ ] QUARTERLY [ x ] MONTHLY [ ] OTHER (SPECIFY IN SPECIAL INSTRUCTIONS) TAX EXEMPT: [ ] YES. ATTACH EXEMPT CERTIFICATE [x]NO TOTAL PER MONTH $840.75 TAXES TOTAL $840.75 , THE ABOVE SERVICE AMOUNT IS SUBJECT TO STATE !1 LOCAL TAXING JURISDICTIONS, TO BE VERIFIED BY DAY WIRELESS [X I NEW [ ] RENEWAL. AGREEMENT AGREEMENNE Addlionl tome, &Mellam Ned medians dthfa SERVICE AGREEMENT an printed en the maw aka. AUTHORIZED CUSTOMER SIONATUREJP.OS TITLE t8 P.O. REQUIRED? Lx_] YES, ATTACH P.O. LJ NO DATE SERVICE REPRESENTATIVE (SIGNATURE) TELEPHONE # SERVICE REPRESENTATIVE (PRINT NAME] CELL PHONE # .. ra' (E1 :Ail 11Q 1' " i ACCORD*. MELD YK 013 This: CERTIFICATE IS I AS. A117'r'Elt. �' INFORMATION ONLY AND CONFI NORIGHTS- UPON The CE�ATE HOLDER; nits CERTJFFCATE pots NOT AF I`a3ATIVELy OR NEGATIVELY :•AMENO,..EXThND OR :ALTER!THE COVERAGE AFFOR+OI k Sr ThEPOL1CIS W THIS .oEgrincATE OF INSURANCE DOS :.'IOT CONSTITUTE A : cOitTi ACT BSI -The tSS WANE INSUEERI$#:.AkUT} FD, t�R�ilTAii� : E� ANt! THE C�liF1CATEl3LFIi�R, :. ... PAYMANA-0i TIFJ.CAT.E.. OF .LIABILITY INSURANCE - DATE i IfMPORTANT; If the OerElloar holder Is an ADDITIONAL iNsURt s, tbao. policytlealnausi be anderard.dp.1. ROGATION is 1AfAWv , i :r tha teen* and condittonts oft iciy, •sedgin po#icias may require an endora.aniont. A sterarnt on this FirrIfflear •does: net confer Outdate dr: I runt: tt of.sucit endo arnerd(s).. 05 le itrr Oitlens..lfc.. cart Oak lIVittora Systtns MOSE Inter ttiOSO Way Melody elody Kirkendall 4003). 71:70 FAx::*ma. c 1003) 4:94040 cdyk db .corm . .... ........ .1NUR>R A Attantic S Irectalty $ns:, Co. *SLAM a Navigators. arrance:Co iartc.HartfotdAOtto .. 42s07: IN Rest E•: Ettlikwre i+illldN � ..... > VIS1QN N.tle R.: THIS IS TO .CERTIFY :ThAT me :FOAM OF INSURANCE usteo,. 8ELOW HAVE IIEEN. iiStiE0 To: THE INSUR .MMED A tOVEE FC R THE POLICY PER IND)CATER NOTi+VI'i.WANDINC'ANY R tJIR RENT TERM OR toNperol OE ANY CC*TTRACToROTHER.O.00U ±ILTttf WITH RESPECTTO1MIICH THIS GE,R. i'if"ICA'ih: MAY BE: ISSUEQ t MAY' RT'R PElN THE.:IN' URANCE::AAFOROE4 .F,IY" THEi?DUrIES DESCRt$E! ' Ir`EFtEIN:.IS SUBJECT TO At 1. ThE T 1S;. ExCLU NIs it3CQNDITYONS OE St1Cfi'POLICIE.S. 1. I rs $HOWN ;My HAVE BEEN ouceo SY AU) C(MS, - .. " : A0M-101 iso t LICY Waite EFF . i -4 liR: twat avow) iiS MoAwfr'n-ft SenrAL 6RL L'j(y MITY CLAIMS h: i =UR )C. $I;t:Urrira.: X Washington Slop Cap AGGREGATE tRt. 414.I s. r kiLICY .1 1036 Aunninan ► arr AnrAtrIO tIts30.0.0 x. off :.::........ okorwoure nee italatinOtt was comoriaittxr sarRatovnat oans.rry Ate PttOPrtE7.tif ANT tsts XEGt."rw r (nips Aardtr C +Y.00 x_y�, e_� .. A Tech:*to Liability A ichonwmade: dt:dA MO UM 4000 2012013 :10111201.4 11 161112014 040001.3: t: t t1201A • 1 • 101112013 10U112014 7'9 Ep4HoecuaRENcE PERSONAL S N)V $NJURY .. ; c'wNERAI..Ac cGATE PRGOGOt IWA Ernpira Laab: ec +1B v (E, BORIL` 944URY ecp0*ol: $ HO ML(NA ,(Perlec s Keifttitr0A,Mgr tPet act l EACH.oGGlii AGGREGATE x �xo7onYL,Ies Vol ' (: t t:�t ncentr EI.;'tNSEA EaEAEMPLQ EE L DMA.%.POLICYLMT. > 2 13 i.1-10112014: 1*atxll: Taunt angst 00204 ! 1t11ilTt)I4 [SIRIPFDEa+tla �tTE ver opaitAnonsItcYL -1 0il ii *L sem ..4O ,.ocusi i#('R a::�IS+ *ps•p)s 404)' Re` Coo u in ►r to nce floisss throughout National City. Per A8dplonat ltsvred provksions:aee attached Dtanket Addltonal Insuxed fo s Y9.02.1t 0T 9 'Wantags far C,e i I.ia# i teOlerio0 ysanies,. and VCA.2010.1.0i1 Vantage for Aui earl:O ', Worker compensated terseWCo4othe of Our ItIgtd to Kecaver Front L ira Endorsemnant Caitfornla at0Eaetred:: T a 1101027000,0 110140: CERTfEtCATE HOLD CANCI LL.. T N. ett ' of ait hilt eity clo Ranhobbiii.psogois tato Nain�+s�n,a, city. Btvd Na'tlonatC1ti .01 0: • SHOW ANY O :THE AGOVE OESCRIREO'CIEs BE.cMPEL si:o.SEFo !THE EXPIRATioN DATE THEREOF* NOTICE`, WILL OE DE —W1 n IN ACtbannuceintrit:THE POLICY NS . numenose noiReasicranva AcoREras The ACDtree me.: 19884010 ACORD C.ORPO d Ipgo!re registered marriss of ACORD *11 rights reserved. AGENCY CUSTOMER ID: PAY .MANA-01' I IELODYK ACORD. A LOC#: 1. Dm NAL REMARK •SCHEDULE Pa . .14.. 1. Amerot Durhent and :ate Agencies. SEE PAGE 1: SEE PAGEll SEE Pit.: eMeakiestieso, US PO011e YVi t onetnadeaitia ,.!'t dba;•Day Witiness Systems 4700 SE.Internat it Way 4006.We.OR 91222.. .. eF0A SEE. AGE 1.. RKS TN t ADornotiALREMARKS FORM IS A SCHEDULE TO ACORD FORM., Nui' UER, ACORD 25 FORM TiTLE: C* 1 f c i of mobility inouranco %Avert CorepensaUi n.Con1pan es . ., Hartford Insuran.CO of th#:: .. Applies to State of NeVatia Ha.lfvcd Aoti4eptand indemnity - Apptiea. to States of CA and OR TWin.Cit, .Fins: itietainiee Company Applies to Sete ,of ID: ACC I01(2008101) 2008 ACORO t ORPORAT1ON, Alt rig hfs:reserved. The ACORD name and. toga are registered marks of ACORD POPOV NUMBER: 711014061-0000 11-115 ENPOOSEMENT CHANGES THE POW PL..JrErULLY, ANTAGE FOR GENERAL LIABILITY TECtiNOLOGY.COIVIPANIES This encloses-fent theiftleet kiserence Rovideclondet the f0119wIrti: COt4MERGiAL GENERAL LIABILITY aPIERAGE FORM. The folloWing :Soltedui0 'ists the coiremge eitensierti provided by this OndetseweenL Re pins tO dpterminii extet401 put txomige, to the fribi*Iditot soterium OF GM/ERASE EXTENSOR,' •.Adationai !mired -;,..0rood Forel Vendors Additional hisitied 0y-Contioet„.Agreement or remit Wiling to: 111011(Partertned by WS!' o promiwyoli pm% rent tease or occupy e PAukitreat you feats Aggregate Limit per Lops-fon EtionfrIet Waiver of Stibtogotiert 5. Red* injury Rederxteci - Mantel. Anguish Braden ect Named Owned Broodehect Properly Damage 4 -$011141#04 E4e1Prient o clititortiere pctoos b Use of Elretidters et adeurtionce, cloirri or tett Expected or fritencled lajery. (PC)), incidental Mttgal Matpteolfch Ii4e0eal Palfirlet* MatilfeEquiptiteni ftederNied Newir Acquired or F*rnett Orgenizah'ens Non -Owned Atuaft Non -Owned Watercraft Pengfetal and Ativaitithia inMy rit0.4 Re* rtipos* Supplementary Nymenttinpreawf Limits 1.rADOMONAL INSLIREtk.o, BROAD FORM ygNocoa4 EttistkOn .11 Wife- Is An :titSured is erbeedect tOtroo as an AtOt*atiritttiO any person() ar tiMtittzatron(s) 04PN tobetioivaS 'ye$40.0 *al whom ycitcyreed iti 0 10110 contact or weft/moot to *Wide Illourotto, but Ottl*Illres1304 tgeitikly! qr-roverty:ogimagpi, gosivoutot 'your oradottifitahare 0010,011-* 014 in the rePtars0004,1thei WentkOrSivolOtte 40 "the-10#0001.1000041,0xcklioot a. 711)1S Ofe0aletti [does not apply tO, e4:139010 injurV or'PrePtiftY damage" Ott *NO the vendor is 04.00:40,to pay .damages by Masi* et lhe *sampan of foLlIbt i1ri a contttor ogreement. This inoitiiSiott OAS. not toply to gabilitYfor domyes ittel the Vender Would have JO the absence Of the cuofi*A: or agreement. 01 AI awes WattifitY09t ***20300 by you; (3) MY PhYs*Pro.hetliqat change .1ri it* MOO Mt* telefittetietlY by WP-vigt.d.qk :Ritittl**4X cote**hort .060011440014; far tiik02044#0.404Plo*Ft Oeitr010100*. terAn# orthe 300tutio 01 parti.s tinder instrucllons from the initoukckeer„ tied the 1.eektitoged ift the, -ofigrnat Anytailitre to Make -so* itgoictiens;:odjuittraonta, testa or wieldy ttasItte Yenti0/ ths agfeedtor. malts er nefltstilY ufldertettOs to make 100it usual course of tsiieS, Itt cOtit1e4ett :jloiftt.tho:iitiStribetket or . seile4Ifte:pettolue*: of :600004* itielattattet* setv'ang or 000.0 oliereuons, 0044:sucb 01*".*: performed.1at the vendors tirenit°s. In cotitieetorwoh the soferel the :orediaet In 'Now* 0.40".-.-after:oistObt4or0too tftY614 haYti:0011.13#0100 or 04t0:4100.* ot40 as a tetitainer, part or infiparilorit Oeny-00w:#.040 or oklbaorti* bf or tor thaVerider, or .4‘sediv ktfuty'-•or"properly damage" Oily :out of the sole negligencie of the voider for its own opts or 0*Siotte et di000f iteettinloyees* amOneeleti.tictito on itsbehalf. However„ tNs exclusion does hot apply* • :Theagiebtiehe 0043160 itt SubParty*hS:4. Ot Cot S100 2* -OS • if0.vde• scoPYrOte4.04erial of insunitme gerflugsOffice. capyritot 2c)09, oneseacen its0Ohoe Group Lit F.-INSURE.. Nee 1 07 (ii sgsc ions artier t 'ur s i•t as the ' tor.:t ttt.trsake ' hbnnaty .urnie#ake$ to tnalce.i0 the usual eon* 01birsin 9n connettion %Oh the dtsVihtilion o sale of tJ . ` 'vendor, or OrtoiSkS100 It the hpreeed OPakaiiima hazaVia.o044W. either :bY :14*pio3400Outtlii GotOrageorol orby ende This.1nsurenee Ocies try, apply Err an insured art er.otronfzehos. frorrr wh yiu re.rrogliired.s<t�kt • prt , or seny frfgraggerit.: or r i o; tt nry: or nt rig each r ;, X :AMID:NA INSURED' CO TRA 7, AGREEM RT OR PERMIT Oitratitolt '--- o Is An bai tAmended fo Wade ark an final ineiroartent 1 rsr Omani, ., 14s} .l it 69+ m a WOO n' egr a _ c to +rOdeto to Is"sr Oder tt1e O .Pa but Only 10;14414 for., .4 y t r +i'preoperrydzir .- a *par real' t ar; .f f frrry`4 0aurfed,,. fir Whole 64in pact, our WAS .0:oroWonit Or the 110t0.-or• ontiftloitS 'et. on your What. 4; to lea of, 'your:wodr for 3 a it . it ino(s) it ttta k,catlon donated in 1,he7 oont€srtt, $ram:,`. 0. In the Mehl tne, :opera of a e r i equ at :leased so you by such po1$0n(s)or.orgen`rz arrg. ,r ... f n. connocilon.y0 prey ow own, -re* le e.or o0cupy: This: a e: a **dry ry: OtiFithery. 3nd oo rtitilti itory oosio if thot.s *Kin** Oy the The pr tided to the Of:Renal breed herein rs 1reiled,..Thlislosoranes does mat. t: lid j r tl *Oenono*, sweranienter. parr* is curr br effect ar heparnee ova' during the term r Of ton r executedyr portnitiotood. Odor tO the '� tnktf ', 421q040, Of l andadfver ng Inio if; To vorsio. Or Organixarkib in boded .en: . t tf&rrat Iwo* t: - Bra Earfb VottiOligeMfatO of this Onetit; S. YoserOgrisralOpnrairizalrah krolaclact as an faVrall by. vlaarmialaOrrOrrt Maaaittrt s endmode: of Via: *t 4** ` ttt tntJn ft to 'bodily ', "l ";: ortitifet0444 W low nos oiit of tto t lotorog of or fa ter#.t* :Wider any onfoonno oroitincintat, enonneong or got byby,vt:fetom metudr. itr. ) Ilia oploaritizvprovikigh €s fOi04 to ire or approlori shoprhowhigs;-opinions,. surer d. 9 .P or and sly . • ar orolOtoourat dr.enulnorisingac es. : Ton* 01 WSW nt * ib tt0a et ili rai ►e''40. o Mitinv,.:174.000.0rifooftes:it: I t " . aftor Ina teasetobe: r teinialitthi4 **mint** t Y Y „ t now ooritto4000. orOrderOollaonoPet$6.m. porfonta4 bY W,:ortosi0,44 the imager ortt '.. " n1n: toff 0000 Oiler tiff Oorriirkrnotiotonortotrir , to tO-portinno0 WOO* bettelt 0t ire 'Of the OillSerettoi0ersatent has -boon corttliOkok That Pgfacttl- .0t '. F . or ge, fras two P 'to itr tte* 4.0a l t ;air thanr zetol.k r 'Or t titiad3!r, :: : ; a pa PlIa011jataetottitOthesame pm rritrfr xorz` :n at pf.: ra vtops.i .trk. VG 20 o 63 c py .4t a0 n.i a Oroup 40 Pitts' cf tesutart appI in the adtiitiartal 1i+sur those c ' *OecthOOOritradtv.etireereere or 1)04ret Or fo the .psoarettenoot This .. . opT, wMdet ss Iti% orb fwi the t we-t l.telfeast•of ttureOer of; :Iusrtrada; Mime nibvG' cite".04 ;or .Pons :cr drtjkiltOcii4 Meldhascisimo or brit ir>,g' ui#sp. :These t iks. at I.risiaanc* ere :irielusfve of : not in atic#00. tm :VS ° Li . of trsurance..eho ve i t theration$ MGREGATE 14.11T PER LCCAUON a.: (Wot Alestion Limtfsaf lnsspraece,:ttSe GeooratAggregate-Urea opples.:seperately to each of your 7incnitnns' 4nynocl.btotrentyr1 edtoyam: b; oiler A0010 V- De m:thef illawfhg de itlen.la.a tde . "tocza n" i eans.'pr promisee. [i the dart ar. Qmnr c r air ids:."ose;podoection is :Interrupted qi k by a a<l t; ro ideiki atelMety crt .r ir#+-of-quay . ataikna4i gtltET Ai .Su+oN.. &ectioil:' _:Transfer: ,*1 Ri ,t - * RecoA►ery eit st ;;tffte t Us . Contdition ie ree ndexi fi3 a:dd :the felOWitig We will waiv.; arty right. ot. recov y tip heve i nsf' yr pe.moepregraniPilliee Elece4se of PeYreee s we. make: fcsritury ar:dent> ansk g of pue.ortgOirig operet ee donerimer e4r.ittee c onttact at reementr t: tti$t: SIT or 9f90.11itatiO art0 included to 'your work'' or the prod eted st diode: f�: Thisz wanner,apphes orb' mitts era. ergagarcs ':Wilb whom .. +e a. :aontrad, exe prior.` to tt "Ub O.00. yt 111.Y: y� pmp # ~r i%al. R tiresn'.yyou tia: ve:VOW.** oft ttery: .. BWD rf .INJURET DEFT � �: MEMTAL .A14G WSH. . .Un tior Y the de nItto►t` "bodily: injury Es repo i.by ftze;•fDilowmg:: 'sty htiurr marts. bOdify:Injury, siolm ek de diease.ausitait by e:lsOkine. in iding merttml ar ish death resu ing fro.* any -of These st.anyr_ tires: BROADENED NAMED tN$UR : 4+iea -'gip ls= t k cured Issarrtendad to imcIud+e.as en; ink. fcv ; My Whkh is.* totoOlk inc orpOr #`sty iit i you Oigh. ,fleeetial ietereat of room titan 5 pe t'af thaloWatock on effec r**tot tills• *Om*** l': a"Named Insured *Otto tfto ,V3Ottl. y`.or' i' of` the PobOY parr. whicisiret coneett: ifroE, :13000100 #a is na. o#i;er•:%r. it�tal'ane tale. af�oriaanizaion,.' • The ktsurance earl herein does.4Ot epply to eny ,eta r is also` an .limed under aeotherpolloyor beslyirt r :u del':0W 00.401,bot terminetioe'orthe efchatratton.otitch iitt info anoe. . antoeift14,6 pROPERTY.DAMMIE EattIPMENT. CIATONIERAr GOODS AND USE flF EWA' The uutaea' for ''PrOPOlt dame" Witt is €-10!" #ciii inp: . ar. Dfamale To PMporly on underr Witt i.pcivogigemccoperviod as f[lto us:, 1; The +e7tcfusr for pi anal property in ttte afire;Otsfotknr jai of Ole tired does .not eppiy.to f + "' ' equipment you bortowf•vihiar: of s Ji s' *Wend 0010111uis. not .be mood.* en t 7 itrtra sty ltne.i toes Z. The ex r frr tai Propertylogeol you .(bj. P rscri t.props4r frt.ttie were:costody or cont of of the !MVO; d {c;'},'That pedictdar pact Of"any property tat Mustbe resinto , .repaired at re 4 ced'.becauae r wt rk".was.int:pr.** par.toopto onif alp. t #ptildeostiW lo ° ore on:fir pry nor cka#iOy oophoo 'property iiiireager'sOslOgirrietthefusolof ekaatOrn at frofi400pyen ram; rantiteaaa ar.s rpy,,: . S0Okiec . to it 0Ooo the ff eynce Limb„ the most we will pay for "WOW damage" to "Customers`. #RSA zo oz o t ltP� EN deIns. Pale:3ar? ri�r.po�pgtigdifscf N'atertaj ts' Rooft1120b8. GroupOetetroiliein tosuraoce POLICY NUMBER 71 0140si.-0000 mIS ENDORSEMENT PEIANGE$ THE POLICY : PLEASEREAD IT CAREFULLY ©VANTAGE FOR AUTO1440BILE ThisehdorSetheul:tuodireis inettrarm OrOVid EA under tiet. #9simeos:A410 opygR4gfprim The. kliOloog $chodototiOs the:coverage' extensions:provided by s audoreerrisuL Refer•to rus0ritvidu al provi- e0tet to eterreiria the rjirtertrol Yoet. tOverage, CIIEDULE :OP COVERAGE EXTENSIONS • 1. .A00itiohal Insured By CoritreOt .Alrhag Discharge 3 Auto Theft Reward Blartiost Waiver ot SubrOgatioe. 5, EoMy injury Redefteed Mental Angoish proad. Porto Named irteuree., 7 CbrothuntoatioriS Equipment OirairtutiOnirtVakte 9, Drive Other co- Dem** Otrioers 1 0: Outes kr The EVaut of Accideati Can Sttor Loss 11.. Ettioloyees As !hatreds 1. ADOMONAL MISUFtED BY CONTRACT :12. Employee-Hi:pod Aot.sis. 13: Falk* 5teplayee ExCiasion 14.. Mast Repair I/Velvet of Dadiktible 16. Hired Auto Physic Coverage 16. Lease Gap Coverage 17, LieVirly Coverage:- StrurgesiefitarY Payments 15.. Newly Formed or Acquired. Organizatione .111. PfloyomAl Da age:- Traworbation Extortaas 20. Rental RefrobirtSerneht - Private Pausertget Vehicles 21. Towing Any Covered Auto The Vitt°,sAn l'OStrrroct pro*skOm: oder AgetioN. iosurY .coyemoole: amended:Xi include wart arldigorter Thawed!). :ow riersoO.tor-1001.***vilt4.0011 youagreed ta. a *OW opigracti:Wrateh:agreementi peirigt: to .Provide insurance such as is afforded Oder thia0o4orage Ritio..:fibith parterre( "OrgenirAtiort Is an !Insured",oaty Withrev:Peat, forbodily ktjurr :o0tproportidenoage" pauaad:40:yokajo.or In oatt:oy your tualirrenance, operelioryoussof yourpovered.,autos". WIth respectto 00.0surart0 afforderlts. these additiertreirisuredit thittletturarke does oot.ttpoly.:: 14. tletteathe *Oleo Oofitraolz Oregreeteent hat,beeitegeotitad:,or the perteithasheen WOO puorto tho "borilyiajOry'or ."..oroperly.riersage7; Th any person or pigatigiatiettlitheled es siristiterr: bY Oridetriettieot or irrtha Deotarations;. Or c. Titt,detteaser of 'euteeivtirril their contractor agreehlere With you for such Ileased.*to":.Onrla, . :.2. ..ARGAG.01scRARes. f you parOtrased ;ph**. *we, pov00e.. tot. a covered "aatom:1000•1010..potoic.weimo:04 to reset Or re- place an afroag that aocideataut discharges without the . being DiVehreditt an addled No .dedoolibie. aPPliett:ta't*. 3ddmord11 coverage ,: No*sver, :this oevatag!.00fy.:. VOWS :it the airbag.isref, covered' wider: a ruaoutaohtrerfswrehty-rrr.4yoo‘d4 nottotentl000tiy coo:m.01e Otroog-to:OosoorgOi !, .Atap-TIIEFT REWARD We Pay ep 0,V,000 reward event a covered .00%. for .iotorroorioo feedingto the arreatahrl con 4Ortort of anyone stealing a povercst ".goW, .0‘. reward it not -.be mkt to youio.foolity roeirE)40,400ioyaa. of.:40y poOkofriOloi wtov.periptoppiheir:d* 4.. SI.AMKET. WAIVER -OE SUBROGATION 111,0 notelet Of 'Ogles of Recovery Against Others To lis uothton ewer SECTION OpSioips AuTocANDITIONS. paragraph Ok, cpsornowsiereplecad bytheltiltoWINC: We will wake anytight:of recovery we mayhave against any person ; or Organize** because 01 payments. we make for injury or .06Macio. ariStiteutOlikie...operallea of a cievererVautre v0eu you 'have:assumed ruttrikfor sudtr 'h000y.siej(,eic..or fOroparty.. damage under aa.:70Sured.,•gorttrecr,. :prOAdad:ths oontrantIs m *ON and roesuitted prier tO.0e*diriy...frOrie.,ort'ilrl00. -*T00% 5. BODILY INJURY. REDEFINED:-r MENTAL ANGUISH. The .derthhitioef!hodily tolurr „under secrol v-wpornoNsia replaced: by: tbf "Botlity1444"rOgiinS 00* inury Slow** or 040* 0tetaloed hyaperstio.„inoludirej 'Mettler artgiriatt..ot deethiesutUrig howl-40ot theSe. aSytirea; VOktotai Se 00*W popycit*ited *040 loco* sloyios °Tyco, inc: CopyOrt2004,.onegeacon .raftce Grog ij.0 E44SORED THIS ENDORSEMENT CHANGES THE POUCY. PLEASE READ IT CAREFULLY, WAIVER OF OUR RIGHT TO RECOVER PROM OTHERS. ENDORSEMENT - CALIFORNIA PoIy tOmbpr.. 32 WE Ovi9641... findotaionkmt NUMber! Effectt$ Date. Efraolive hour is.the sam4,:ss stated on dre lnforms#411 'peg«. of the poh Named Insured and Address DAIr vimAGEamiairr CORP0RAT:okr Po BOX 189 ESTACADA , OR 9 7 C 23 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 appliea only to the extent that you perform•work under a written contract that requires you to: obtain this agreement frorn us) You must maintain payroll records accurately segregating the remuneration of your employees while. engaged in the work described Jr the Schedule. The.: additional. premium for.•thia endorsement shalt be premium otherwise due on such remuneration. •% of the.Cahfomla. SI SCHEDULE P�rs�n..o Organzatfon Job Dasorip on NER-bp,zndONTRAtT Countersigned by Furth WC 04 03: 08 (1).:Printed 14#4. ProaeSeoate:10/03/12 n Authorized Representative •Policy Expiration Date: 10/01/13